T R A V I S P E R K I N S P L C
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s 20102010 ANNuAL REPoRT & ACC ouNTS
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TRAVIS PERKINS PLC
Lodge Way House · HarLestone road ·
nortHampton nn5 7 ug
teLepHone 01604 752 424
A L EAdER IN buILdE RS mERChA NT INg ANd homE ImP R
oVEmENT RETAIL INg
20386-04
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Proof 3
20386-04
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Proof 3
Printed on:
Revive 50 Silk, a recycled paper containing 50% recycled
waste and 50% virgin fibre and manufactured at a mill
certified with ISO 14001 environmental management
standard. The pulp used in this product is bleached using
an Elemental Chlorine Free process (ECF), and
Tauro Offset, made from virgin wood fibre sourced mainly
from sustainable forests in the EC. It is bleached using
a Totally Chlorine Free (TCF) process. This material can
be disposed of by recycling, or incineration for energy
and composting.
Designed by RWH Design Consultants
Photography by Charles Ward
BSS photography by Barry Willis
Printed by Jones and Palmer
Scott Richardson, Sales Assistant
This document is important and requires your immediate attention.
If you are in any doubt as to what action you should take, you are
recommended to seek your own financial advice from your stockbroker
or other independent adviser authorised under the Financial Services
and Markets Act 2000. If you have sold or transferred all of your shares
in Travis Perkins plc, please forward this document, together with the
accompanying documents, as soon as possible either to the purchaser or
transferee or to the person who arranged the sale or transfer so they can pass
these documents to the person who now holds the shares.
Robert Steward, Yard Sales Assistant
Front cover: Mark Bonham,Yard Supervisor
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1
CONTENTS
OVERVIEW
Financial highlights
Operating highlights
Highlights of 2010
Mission, vision and values
Who we are
REPORTS
Chairman’s statement
Chief executive’s review of the year
Chief operating officer’s review of the year
Finance director’s review of the year
Environmental report
Health & safety report
GOVERNANCE
Directors
Committees and professional advisers
Corporate responsibility statement
Statement of principal risks and uncertainties
Corporate governance
Audit committee report
Directors’ remuneration report
Nominations committee report
Directors’ report
Statement of directors’ responsibilities
Independent auditors’ report
FINANCIAL STATEMENTS
Income statements
Statement of comprehensive income
Balance sheets
Consolidated statement of changes in equity
Statement of changes in equity
Cash flow statements
Notes to the financial statements
Five year record
SHAREHOLDER INFORMATION
Notice of Annual General Meeting
Notes to notice of Annual General Meeting
Directions to Annual General Meeting
Other shareholder information
2
3
4
6
7
12
14
26
32
37
43
46
48
48
49
55
58
61
72
73
77
78
80
81
82
84
85
86
87
126
129
131
133
134
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2
FINANCIAL
HIGHLIGHTS
● Group revenue up 8% at £3,153m, up 5% on a like-for-like basis
● Adjusted profit before tax up 20% to £217m
● Adjusted EPS up 5% before consolidating BSS, up 3% to 77.2p
on a reported basis
● Adjusted group operating margin before BSS impact increased
by 0.1% to 7.8%
● Net debt reduced by £205m before the effect of the BSS
acquisition and the one-off pension contribution
● Year end net debt was £774m. Adjusted net debt to EBITDA was
1.92x (note 38)
● Travis Perkins pension fund into surplus of £32m
● Final dividend of 10p per share making a total dividend of
15p per share
● BSS acquisition completed on 14 December 2010 for £799m
enterprise value
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OPERATING
HIGHLIGHTS
3
● All 11 group businesses performed better than the market with
outperformance of around 4% in merchanting and around
6% in retail
● Focus on operating and financial performance maintained
against background of completion of the major acquisition
project of BSS
● Strong like-for-like performance in merchanting with
increase of 7.3%
● Retail like-for-like sales increase of 0.2%
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4
HIGHLIGHTS
OF 2010
REVENUE
(£M)
2006 2007 2008 2009 2010
.
8
8
4
8
2
,
.
7
6
8
1
3
,
.
6
8
7
1
3
,
.
9
0
3
9
2
,
.
8
2
5
1
3
,
4000
3000
2000
1000
0
ADJUSTED
PROFIT
BEFORE
TAXATION
(£M)
ADJUSTED
BASIC
EARNINGS
PER SHARE
(PENCE)
Restated for impact of rights issue
2006 2007 2008 2009 2010
2006 2007 2008 2009 2010
100
50
0
.
.
4
4
0
0
0
0
1
1
.
.
1
1
8
8
1
1
1
1
.
.
9
9
6
6
9
9
.
.
2
2
5
5
7
7
.
.
2
2
7
7
7
7
.
3
0
2
2
.
4
1
6
2
.
5
2
0
2
.
0
0
8
1
.
7
6
1
2
300
200
100
0
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HIGHLIGHTS
OF 2010
5
Revenue
2010
£m
2009
£m
%
3,152.8
7.6 2,930.9
ADJUSTED:*
Operating profit (note 5a)
239.0
Profit before taxation (note 5b)
216.7
Profit after taxation (note 5b)
156.9
Basic earnings per ordinary share (pence) (note 12) 77.2
6.4
20.4
17.2
2.7
224.6
180.0
133.9
75.2
STATUTORy:
Operating profit
Profit before taxation
Profit after taxation
Basic earnings per ordinary share (pence)
219.8
196.8
141.3
69.6
(14.4) 257.3
(7.5) 212.7
(10.2) 157.4
88.4
(21.3)
Total dividend declared
per ordinary share (pence) (note 12)
15.0p
-
-
* Throughout these financial statements the term ‘adjusted’ has been used to signify that the effect of exceptional items, amortisation of intangible assets and the associated tax impacts
have been excluded from the disclosure being made. Full details of the exceptional items for both 2010 and 2009 are given in notes, 5, 8, 10 and 11.
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6
OUR GROUP
MISSION, VISION
AND VALUES
OUR GROUP MISSION
OUR GROUP VISION
‘Continue to deliver better returns by... putting
To ensure that anyone in Britain who wants to
in place and growing the best businesses, with
access any kind of building materials through
outstanding people and operations, providing
any form of supply channel will have a Travis
comprehensive building material solutions, to
Perkins group operation as their first or first
everyone creating, maintaining, repairing or
alternative choice.
improving the built environment,… helping to
build Britain’.
OUR GROUP VALUES
At Travis Perkins, we:
Know our customers – we understand their
Like to deliver – we enjoy being the best; we
needs, beat their expectations, treat them
know exactly what each of us is expected to
with respect, and know our major customers
achieve; we focus on getting results, simply.
personally.
Work together – we actively work with each
Talk and listen – we say what we mean clearly
other; when something goes wrong, the first
and honestly, we listen carefully; we respond
thing we will do is fix the problem; not look for
objectively, we explain our decisions.
someone to blame.
Are with you, not against you – we seek
Always try to get better – we constructively
mutual benefits with all stakeholders; we think
challenge how we work; we look for fresh ideas
about the impact of our actions; we search for
that are different; we only have rules where they
similarities.
are necessary because we use our common
Know how to do our jobs – not just today, but
sense.
for the next job; we equip ourselves with the
Are proud to be here – this is a great
skills needed to perform and be confident we
company; everyone working with us is welcome;
can perform.
we make work enjoyable for everyone.
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WHO WE ARE
7
T R A V I S P E R K I N S P L C
Travis Perkins, a major plc, is a main supplier to the building
and construction market, one of the largest industries in
the UK.
Andrew Pike
Company
Secretary
and Lawyer
The present day Company was formed in 1988 out of a merger between Travis and Arnold plc, a
company with strong Midlands and Northern based business, and Sandell Perkins plc, a company with
an equivalent strength in the South of England.
The origins of Sandell Perkins can be traced back over 200 years to 1797 when a carpentry
Carol Kavanagh
Group Human
Resources
Director
company was first established in London; Travis and Arnold was initially formed as a partnership in
1899. During the early to mid 20th century both businesses expanded before eventually becoming
listed public companies, Travis and Arnold was the first to the market in 1964, followed 22 years later
by Sandell Perkins.
Martin Meech
Group Property
Director
Robin Proctor
Supply Chain
Director
Norman Bell
Category
Management
Director
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MERCHANTING
DIVISION
Joe Mescall
Divisional
Chairman
The merchanting division of Travis Perkins plc supplies building
materials to generalist and specialist professional tradesman
throughout Great Britain.
The core businesses of Travis and Arnold plc and Sandell Perkins plc formed, following the merger in
1988, what is now the general merchanting business within the merchanting division. It trades nation-
ally through the Travis Perkins brand and comprises four individual businesses.
Joe Mescall, who has been with the Group since 1974, leads the business in his role as Divisional
Chairman. The Managing Directors of the four regional businesses are Ian Church (Travis Perkins
Ian Church
MD Midlands
Midlands), Phil Gransden (Travis Perkins South East), Andrew Popple (Travis Perkins Northern) and
Mark Nottingham (Travis Perkins South West). The customers of the four general merchanting regional
businesses are primarily professional tradesmen, ranging from sole traders to national housebuilders,
whose key requirements are product range and availability, competitive pricing and customer service.
The strategy of the general merchanting business aims to increase market share through imple-
mentation of our Best Practice programme, ongoing branch network expansion, to enter new market
segments and to exploit multi channel opportunities. The Best Practice programme is designed to
enhance our overall service to trade customers and covers all of their key requirements: even though
all four general merchanting businesses are already operating to high standards in these areas they
have stretching targets in place to deliver further improvements.
Network expansion will be concentrated on identifying prime locations through brownfield openings
and small acquisitions; store projects and framework agreements will continue to be expanded with
Local Authorities and Housing Associations.
The specialist merchanting business of the merchanting division consists of four separate busi-
nesses trading under the following brands; Keyline, City Plumbing Supplies, CCF and Benchmarx. It is
led by the Divisional Chairman, Arthur Davidson. He has worked in merchanting for over thirty years
having joined Keyline prior to its acquisition by the Travis Perkins Group.
Phil Gransden
MD South East
Andrew Popple
MD Northern
Mark
Nottingham
MD South West
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Arthur Davidson
Divisional
Chairman
Andrew Harrison, the Managing Director of Keyline, has been with the group since 1989. Keyline
is a specialist merchant supplying heavy building materials and civils and drainage solutions to the
construction industry throughout the UK. Keyline is known for its knowledgeable staff and excellent
delivery service.
Andrew
Harrison
MD Keyline
City Plumbing Supplies is a major nationwide plumbing and heating merchant serving both the
contract market and the general plumbing and heating market. The Company offers high quality prod-
ucts and expert service to the trade. The Managing Director of City Plumbing Supplies is John Frost
who joined the Travis Perkins Group in 1983. In 2010, led by Ian Tillotson, City Heating Spares – the
spare parts division of City Plumbing Supplies – was formed.
CCF is a leading supplier of interior building products to the construction industry. It operates
John Frost
MD City
Plumbing
throughout the UK, offering a one-stop-shop to its customers from its nationwide branch network.
CCF’s Managing Director is Kieran Griffin who joined the Group in 1995 and progressed via its
management training scheme, branch management and regional management roles, to the position
of Managing Director.
In 2006 Benchmarx became the first group brand to be created as a completely new business
within a market adjacent to the markets already served by the Group. Based mainly in the South East,
the business is a leading supplier of kitchen and joinery products to the trade through its competi-
tive pricing, quality products and knowledgeable staff. Benchmarx is led by Chris Larkin, formerly a
Regional Director within Travis Perkins South East, who became Managing Director in July 2009.
Kieran Griffin
MD CCF
Chris Larkin
MD Benchmarx
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RETAIL
DIVISION
The Retail division comprises two businesses; Wickes, a
national chain of DIY retail outlets and Tile Giant, a ceramic tile
merchant acquired in 2007.
Jeremy Bird
Divisional
Chairman
and MD Wickes
Wickes stores are designed to appeal to tradesmen, who undertake general repairs, maintenance and
improvement projects for households and small businesses and to serious DIY customers, who carry
out more complete DIY projects. These customers are more demanding in terms of service, quality
and price.
The Company meets these expectations by offering a focussed range of high quality primarily own
Mo Iqbal
MD Tile Giant
brand, competitively priced home improvement products, such as timber, building materials, tools and
decorative materials. In addition, Wickes stores offer a range of kitchens and bathrooms, which are
sold through in-store showrooms.
Wickes, which opened its first store in the UK in 1972 at Whitefield in Manchester, was acquired by
Travis Perkins in 2005 and the Company now operates from 201 stores nationwide.
The Managing Director of Wickes is Jeremy Bird who joined Wickes eighteen years ago and has
fulfilled various roles including that of Commercial Director.
In 2007 Travis Perkins acquired its seventh brand, Tile Giant, whilst in 2008 this business acquired
Tile Magic, a 17 store chain and Tile it All a 16 store chain. In 2009, Travis Perkins acquired Tile HQ an
internet based retailer of ceramic and stone tiles. The brand is now trading from a total of 101 stores.
Under the leadership of Mo Iqbal, the Managing Director of Tile Giant, up to the end of 2010 and
his successor Andy Morrison, the brand offers a strong pipeline for further expansion.
Toolstation
In 2008, the Group invested in a 30% share of a direct retailer of lightside products. This multi-channel
business has a strong internet and catalogue based business and a rapidly expanding store network
which has extended to 84 stores throughout Great Britain by the end of 2010.
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BSS
DIVISION
11
Travis Perkins purchased the entire share capital of
The BSS Group plc on 14 December 2010.
The BSS Group plc is a leading distributor to specialist trades and its principal activities are the distribu-
tion and sale of heating, ventilation and plumbing products, tools and industrial supplies to, amongst
others, industrial contractors, domestic plumbers, independent merchants and industrial end users
through a network of 446 branches. 443 branches are located in the United Kingdom and 3 in the
Republic of Ireland.
The Group’s business comprises three divisions, Domestic, Industrial and Specialist. Its principal
brands are PTS, BSS and F & P Wholesale.
PTS operates from 317 branches and supplies a wide range of customers from national contractors to
sole trading plumbers and heating engineers. Merchant heating, plumbing and sanitary ware is supplied
through the 11 branches of F & P Wholesale. The industrial, commercial and process industry, construc-
tion and warehouse markets are serviced by the 61 branches of BSS Industrial in the UK and Ireland.
The specialist division of BSS comprises Buck and Hickman, one of the UK’s leading distributors of
tools, maintenance and health and safety products, and Birchwood Price Tools a wholesaler of power
tools and accessories, hand tools, safety wear and general consumables.
FORWARD LOOKING STATEMENTS
The review of the businesses contained in the annual report and accounts contains forward looking statements
with respect to the financial condition, results, operations and business of the Travis Perkins plc group. These
statements and forecasts include risk and uncertainty because they relate to events and depend on circum-
stances that occur in the future. There are a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by the forward statements.
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12
CHAIRMAN’S
STATEMENT
FOR THE YEAR ENDED 31 DECE MBE R 2010
Robert Walker,
Chairman
INTRODUCTION
I am pleased to present my first
statement to shareholders as Chairman of
Travis Perkins and to report on a year of
substantial progress across the Group, in
spite of the deepest recession that most
of us can remember. Increased revenues,
together with a continuing focus on cash
generation, cost reduction and margin
protection, have produced an excellent
set of results in the current economic
circumstances.
A further highlight was the acquisition
of The BSS Group plc (‘BSS’) at the end
of 2010. As a result, the Group now has
a better balanced set of businesses
focussed on three segments; merchanting,
retail and BSS. All these businesses
were characterised by increasing market
share, focussed strategies and self-help
initiatives.
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C H A I R M A N ’ S S T A T E M E N T
13
.“WE WILL CONTINUE TO PURSUE OUR ORGANIC GROWTH STRATEGy, WHICH
IS DELIVERING INCREASING MARKET SHARE AND SALES PERFORMANCE”
RESULTS
EMPLOyEES
The Group’s reported revenue in 2010 rose by almost 8% to over £3.1bn
and our adjusted pre-tax profits climbed by 20% to almost £217m.
Adjusted earnings per share before the consolidation of the last two
weeks of trading at BSS (through the traditional Christmas shutdown)
increased by 5% to 78.8 pence, and on a reported adjusted basis, rose
3% to 77.2p per share. Importantly, every single business in the Group,
from Travis Perkins merchants and Wickes DIY through to each individual
specialist business, increased market share in its segment and grew
sales and profitability.
Once again, underlying net debt fell, this time by £205m, to £262m,
before taking account of the acquisition of BSS.
Gross capital expenditure for the year was £65m. In addition, £624m,
which included an equity element of £329m, was spent on acquisitions.
I am also pleased to report that as a result of actions taken, including
making a £35m one-off special contribution, and improved investment
performance, the Travis Perkins final salary pension scheme is now into
an accounting surplus of £32m.
DIVIDEND
In view of the Group’s improved prospects and strengthened financial
position, I am pleased to recommend to shareholders, on behalf of the
Board, a final dividend of 10p per share. Together with the interim divi-
dend of 5.0p per share paid last November, the total dividend for 2010
will amount to 15p per share, which will absorb £35m of cash. Our objec-
tive is to grow dividends ahead of earnings so as to reduce dividend cover
to between 2.5 times and 3.5 times over the medium term.
We continue to enjoy the support and loyalty of very committed
colleagues. We are investing to develop our people and we go to consid-
erable lengths to ensure that we provide the best incentives and career
progression possible. On behalf of the Board, I would like to thank our
colleagues throughout the Group for their contributions to the success
of the business.
OUTLOOK
Conditions for the next 12 months remain difficult. There is considerable
gloom in the wider economy, but we do not subscribe to the double-dip
theory. The merchanting market fell by over 30% from its peak in 2008
and although activity has picked up a little, from a longer term perspec-
tive, activity levels are currently around 20% below their peak. Although
we will probably see some turbulence in short term trends, we expect
activity levels to continue their gradual recovery. In contrast, we expect
the retail market to continue to be soft.
We will continue to pursue our organic growth strategy, which is deliv-
ering increasing market share and sales performance. This process of
continual improvement is supported by many new initiatives that we will
implement during the course of the year.
Our key objectives to drive financial performance in 2011 are to
continue the Group’s strategy of organic growth and to integrate BSS so
we get the best out of the acquisition. We have proved we can generate
superior returns from businesses in our sector; we will continue to drive
all our businesses for cash generation.
We look forward to another year of good progress.
ACqUISITION OF BSS
The acquisition of BSS was the significant event of 2010 for the Group, for
a total consideration of £624m, a combination of cash and equity. BSS is
a well established and proven quality business with excellent people. The
prospects for the business are exciting and we look forward to working
together to achieve the synergistic benefits from the combination of our two
businesses, and to invest in further growth.
On behalf of all employees of Travis Perkins, I am delighted to welcome
the BSS team into our Group. We now have the leading plumbing busi-
ness in the UK to add to the leading positions represented by other group
businesses.
Robert Walker
Chairman
22 February 2011
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14
CHIEF EXECUTIVE’S
REVIEW OF
THE yEAR
FOR THE YEAR ENDED 31 DECE MBE R 2010
INTRODUCTION
The Group made excellent progress
in 2010 – a year in which our organic
development strategy, against a
background of depressed levels of
construction activity, produced a strong
financial performance, with further
market share gains and impressive
increases in profits. We also strengthened
considerably the Group’s strategic
position and prospects in the UK through
the completion of the BSS transaction at
the end of the year.
The prevailing culture within the Travis
Perkins Group is to allow managers to
manage, to anticipate markets and trends
with our customers and to swiftly find
sensible and workable solutions to our
customers’ requirements. Our highly
efficient central service functions are
there to underpin and support the activity
of our branch and operational managers.
This approach has served us well during
the past 12 months. It is our ethos.
We are a quality business consisting of
quality people.
Geoff Cooper
Chief Executive
We are also a progressive business. We get on and do things. With an
unshakable focus on delivering excellent products and service, we were
able to achieve all the main ambitions we set ourselves for 2010, in
spite of a challenging economic climate, particularly in the building and
refurbishment industry.
The Group outperformed its markets by 4% to 6% in 2010, on a like-
for-like basis, in both merchanting and retail. We had good growth in
sales, taking market share and, as a result, grew our profit before tax
and exceptional items and amortisation by 20%. We have the systems
and tools in place to continue our organic growth and we enter 2011
with confidence.
We pursued our acquisition target, BSS, for most of the year, finally
succeeding in completing the acquisition in December. We now look
forward to working with our new colleagues to grasp the excellent oppor-
tunities presented by this transaction.
PERFORMANCE
All 11 businesses within the Group performed relatively better through
the recession than their sector benchmarks. This was largely due to the
intensive and wide-ranging groundwork we began in 2008 to ensure we
were better equipped than our rivals to cope with changes in the market
and the economy.
Throughout this annual report, consistent with our approach last year,
the term ‘adjusted’ has been used to signify that the effects of excep-
tional items and amortisation of intangible assets have been excluded
from the disclosures being made. The exceptional operating charge of
£19.0m in 2010 relates to costs associated with the Group’s acquisition
of BSS. In 2009 the exceptional income related to a £32.7m pension
scheme curtailment gain which arose when future increases in pension
scheme members’ pensionable salaries were capped.
For 2010, the Group reported revenue up £222m at £3,153m (2009:
£2,931m). Whilst the market overall was broadly flat in value, our
revenues increased mainly through the self-help initiatives incorporated
within our organic strategy. This revenue increase drove adjusted oper-
ating profit up 6% to £239m (2009: £225m), adjusted profit before tax
up 20% to almost £217m (2009: £180m), and adjusted earnings per
share up 3% to 77.2 pence (2009: 75.2 pence). The revenue increase
of 7.6% comprised an increase of 5.0% in like-for-like (‘LFL’) sales, with
network expansion accounting for growth of 2.6%.
Excluding BSS, where we consolidate the last two weeks trading
over the Christmas shutdown, adjusted group operating margin rose by
0.1% to 7.8% (2009: 7.7%). This reflects our strategy of investing in
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C H I E F EX E C U T I V E ’ S R E V I E W O F T H E Y E A R
15
.“NO ONE IS BETTER PLACED TO KNOW WHAT OUR CUSTOMERS ARE DOING
AND WHAT THEy NEED TO CARRy OUT THEIR WORK THAN OUR BRANCH AND
OPERATIONAL MANAGERS”
improvements to our customer propositions. Whilst adjusted operating
margin in the retail division improved by 0.1% to 5.9% (2009: 5.8%),
merchanting division adjusted operating margin remained at 8.8%.
Including the effect of the BSS acquisition, adjusted operating margin
(including BSS’ post acquisition loss of £2.6m) fell by 0.1% to 7.6%
(note 5c).
After including exceptional items and amortisation of intangible assets
in both years, the Group recorded a decrease of 7% in PBT to £196.8m
(2009; £212.7m) and a decrease of 21% in earnings per share to 69.6
pence (2009; 88.4 pence).
The Group generated free cash flow of £277.8m in 2010 (2009:
£294.4m), a 5.6% decrease year-on-year. Overall, including the
cash outflow relating to the acquisition of BSS of £476.9m, net debt
increased to £773.6m (2009: £467.2m). For covenant purposes net
debt was £701.4m (2009; £413.1m), giving a net debt / EBITDA ratio of
1.92 times (2009: 1.47 times) and interest cover of 18.9 times (2009:
10.7 times).
Including the effect of our £624m acquisition of BSS Group, share-
holders’ funds increased by £491m.
The Group has started the year well with LFL sales in January up 22%
in merchanting, 8% up in BSS and 12% in Retail on a delivered basis
(Wickes core up 12%, kitchen and bathroom (‘K&B’) up 15%), reflecting
the weak comparatives from the snow affected January 2010. The first 3
weeks of February have also traded well with a 10% increase in LFL sales
in merchanting, 5% in BSS, and a 2% increase in Retail on a delivered
basis (Wickes core up 3%, K&B down 2%).
In January, Wickes’ K&B orders were down 3% and in February
they were down 36%. This reflects a combination of pre-VAT increase
advanced ordering in late 2010, rather than early 2011, and recent
competitor discounting. In this weak K&B market our K&B gross margins
are ahead of 2009.
These strong performance ratios are directly related to our managers’
expertise and experience. Our direction is heavily influenced by our
operating managers who tell us what is really going on in the market.
No one is better placed to know what our customers are doing and
what they need to carry out their work than our branch and operational
managers. Gathering intelligence from customers is the only way we can
really know what is happening at ground level. Thanks to our regular
customer surveys and the experience and knowledge of our managers,
our antennae are highly developed.
As a result, the Group was able to identify key turns in the course of
the economic cycle, and as a consequence:
● Take quick action to reduce costs as construction activity fell at the
outset of the recession;
● Begin a programme of investing in growing our business as markets
began to stabilise;
● Identify swiftly the opportunity and benefits of acquiring BSS.
We combine systems and processes, which track a range of lead indi-
cators, with our managers’ instinct and close knowledge of customers’
views. As a result of those relationships, we know what drives our market
and we know how to adapt and respond to changing market conditions.
MARKETS AND OUR RESPONSE
We predicted, in merchanting, a gradual recovery in 2010 from the sharp
contraction of activity, caused by the recession, which started towards
the end of 2008. In contrast, we expected a contraction in retail markets
in 2010 following the fading of the artificial support consumers received
from a fall in housing costs in 2009. We were broadly correct, with the
aggregate value of these two segments of the market being broadly flat
despite continued relatively high product cost and price inflation.
Our tracking of lead indicators told us that construction activity levels
were improving at the end of 2009 and the beginning of 2010. When
the UK went into the recession at the end of 2008, builders were doing
more and more ‘second fix’ internal work, but less and less heavy-duty
foundation, and block and brick building work. In effect, the builders were
completing projects that were already underway. This changed towards
the end of 2009 when a slow recovery in mortgage activity encour-
aged more housing related building works, including the opening up of
many new housing sites. Whilst this directly boosted the merchanting
market, the retail market had a tough time as inflation bit into consumers’
purchasing power.
We responded to this turn in the market by re-starting many of the
improvement programmes that drive our organic growth strategy. The main
programmes boosted at the beginning of 2010 cover product availability,
ranging, delivery services, multi channel trading and account manage-
ment. Behind these programmes significant support is provided by our
central technology, supply chain, procurement and marketing functions.
Successful deployment of these programmes meant we were able to
outperform in both merchanting and retailing sectors by anticipating what
was likely to confront us and be sufficiently flexible in our working opera-
tions to manage fluctuations in the market.
So what is behind this quality of flexibility that we have? It is because
of the culture of our managers and the way we organise ourselves. We
try to give our managing directors, boards and branch managers as much
autonomy as possible. In effect, we leave our businesses and branches
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C H I E F EX E C U T I V E ’ S R E V I E W O F T H E Y E A R
Robert Newton, Branch Manager
Robert Steward, Yard Sales Assistant
Kevin Hancock, Driver
with the freedom to trade in the best way they deem appropriate. They
decide on the hiring of staff, on remuneration, on the products they stock,
and the pricing of products. Our key colleagues in branches have day-
to-day working relationships with all their customers, from householders
and sole traders to major construction businesses, and they can deter-
mine how to manage those customers and on what terms. Those deci-
sions are not set in stone from a head office policy-maker. Each individual
business board and branch manager has the freedom to work within
a sensible business plan, aimed at delivering performance on a broad
range of financial and service metrics.
The central functions are made to report to the business, rather than
the other way round. If the managing director of a business has identified a
significant issue or a potential problem, he or she has the ability to contact
a senior director at head office and demand an immediate response.
It is our culture of ‘getting on and doing things’ that makes all our busi-
nesses flexible and quick to respond. Every day we see many examples of
our people getting on with fixing things, solving problems on behalf of our
customers and suppliers and improving our businesses.
MERCHANTING DIVISION
The four businesses that operate under the Travis Perkins brand all
performed strongly during 2010. Joe Mescall, Chairman of the general
merchanting division, a superb merchant who has been with the Group
since 1974, and his four managing directors and their boards, have all
had an outstanding year.
Merchanting division sales increased by 8.0%, with sales from new
branch openings contributing 0.7%, and LFL sales improving 7.3%. The
LFL increase comprised 3.6% of price inflation and 3.7% increase in
volumes. We estimate that both our general and specialist merchanting
operations recorded a performance of around 4% ahead of the market,
with LFL sales in general merchanting increasing by 6.7% and specialist
merchanting increasing by 8.5%.
These performances were achieved by improvements in our overall
service to builders, including better product availability to ensure that
constructors and builders had sufficient stock to complete entire projects.
A great deal of effort has been concentrated on being able to supply
products in the right quantity and at the right price. Our regular customer
research indicates that over the year we have consolidated our reputation
for being the merchant who can supply what customers need, when they
need it. Because of our growing international sourcing expertise, we can
increasingly supply both unique and routine products at more competitive
MErchanting productivity
pEr EMployEE (£k )
2006
2007 2008 2009 2010
200
100
0
206
220
216
215
228
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F O C U S O N OR G AN I C G R O W T H
The general merchanting business
produced strong like-for-like sales
The general merchanting
business produced strong
like-for-like sales growth
and increased market share,
whilst eight new branches
were opened in 2010
Robert Steward, Yard Sales Assistant
Left: Robert Newton, Branch Manager. Right: Eliot Linzey-Jones, Senior Sales Assistant
Paul Dancer, Tool Hire Manager
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C H I E F EX E C U T I V E ’ S R E V I E W O F T H E Y E A R
Kelli Pennells, Branch Assistant
Matt Hastings, Sales Assistant
Lisa Massey, Assistant Branch Manager
prices than our rivals. This aspect of our work relies on the vital support of
our buying and supply chain teams, working in tandem.
As activity levels began to increase, the Travis Perkins branches were
there to support customers and we saw strong sales growth and an
increase in operating profits. In general terms, when you ask a builder
why they go to a particular supplier, they give a dozen or so reasons for
their choice. Travis Perkins likes to be the number one choice in seven or
eight of those decision-making criteria. And we make sure we are.
Arthur Davidson, another great merchant with many years experience,
chairs our specialist division. He and his team produced a superb perfor-
mance from their four businesses whilst strengthening their strategic
position with significant development activity
Having completed the first two phases in growing the business, namely
its launch and then its refinement, Chris took over in the third phase – to
drive profits. This involved looking at fresh opportunities to attract new
customers to Benchmarx. Chris did an excellent job, performing beyond
our expectations, motivating his team and strengthening the engagement
of management. Chris also created and led a new initiative to install
Benchmarx ‘implants’ in other group trading brands offering good cross-
selling opportunities. This has been successful, and will be pursued in
2011. Sales growth has been very strong, outstripping the market leader
by some considerable distance. Our budgets suggested that the business
would make a small loss in its third year; Benchmarx has reached profit-
ability ahead of schedule.
Keyline
Our heavy building materials and civils and drainage specialist experi-
enced the toughest year of all 11 of our businesses as a result of the
obvious squeeze in the new construction market. Our customers needed
to repair a house, but they didn’t have to build a new property. But in line
with our Group ethos, Keyline responded imaginatively and instantly with
a boost to its customer service under the banner ‘Best In Town’. Even
though the market was undeniably challenging, Keyline, under the direc-
tion of Managing Director Andrew Harrison, led the market by supplying
the best range of products to satisfy demand from customers. This initia-
tive enabled Keyline to convince customers that they were first choice for
civils products, with Keyline recording like-for-like sales growth ahead of
the general merchanting division, and a healthy increase in profits.
City Plumbing
Our acquisition of BSS after a protracted nine-month process overshad-
owed the activity of City Plumbing, since the two businesses compete
in the same market. However, we were delighted by the team’s ability
to maintain their enthusiasm and focus throughout. The result is that
Managing Director John Frost and his team completed an impressive year,
improving their sales, outgrowing their market and increasing profits. In
fact, CPS recorded the highest like-for-like sales growth of any of our
mature merchant businesses. That was a considerable achievement under
the circumstances. The team put together a progressive and exciting
initiative to focus on what plumbers really require under the banner ‘What
Good Looks Like’. This ethos swept through the whole operation.
CCF
Our specialist distributor of building materials for interiors contractors
had another excellent year, led by Kieran Griffin, its recently appointed
managing director. Kieran spearheaded efforts to further widen CCF’s
product range under its ‘one stop shop’ concept. This, together with a
range of other operational initiatives, enabled CCF to significantly outper-
form the market in like-for-like sales growth and increase operating profits.
RETAIL
All retail markets were tough in 2010, with non-food, particularly our own
segment of DIY, badly affected by falling consumer confidence. Against
this backdrop our retail division outperformed its market by around 6%,
with further improvements to our customer proposition, particularly in our
multi-channel operations, where our superior technologies and fulfilment
operations have helped us make significant gains in revenues. We are
pleased that, with increasing use of retail channels by tradesmen, our
market share gains have been greatest in that segment of the market.
Retail division total sales were up by 2.3% to £1,003m (2009:
£981m), with sales from new branch openings contributing 2.1%. A
3.3% sales increase arising from price inflation was offset by a 3.1%
volume decrease resulting in a LFL sales increase of 0.2%. Within the
retail division’s overall LFL performance, LFL sales for the full year of
Wickes’ core products were down by 2.0%, and on the same basis K&B
sales were ahead by 9.5%.
Benchmarx
Our specialist kitchen and joinery business which sells to the trade, under
the guidance of Managing Director Chris Larkin, is only four years old.
Wickes
We continued to develop the Wickes nationwide comprehensive televi-
sion advertising campaign. ‘Wickes: It’s Got Our Name On It’ was intro-
duced at the end of 2008 and has continued to establish huge brand
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F O C U S O N OR G AN I C G R O W T H
CCF widened its product range
under its ‘one stop shop’ concept
Mark Smith, Warehouse Assistant
Chris Williams, Warehouse Assistant
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Mark Davis, Branch Manager
rEtail productivity
pEr EMployEE (£k )
2006 2007 2008 2009 2010
200
100
0
189
197
186
198
186
recognition and awareness. Managing Director, Jeremy Bird, and his
team, have seen a considerable uplift in Wickes’ sales and market share
as a result. We were initially reluctant to embark on this campaign since
Wickes is not represented in every town and city in the UK. However, the
advertisements were impactful from the start. The early concentration
was on kitchens and bathrooms, before moving to a broader range of
general DIY products.
The advertising campaign was accompanied by improvements to
ranges, pricing and delivery options, and complemented by an increas-
ingly powerful multi-channel approach. As a result, Wickes achieved like-
for-like sales growth and improved operating profits in a falling market
– a remarkable performance, and a tribute to the attractiveness of Wickes
as a no-nonsense home improvement retailer.
Tile Giant
Mo Iqbal started the business and continues to drive it forward with great
passion and effort. Travis Perkins acquired the company in late 2007
when it had 29 stores, mainly in the Midlands. There are now 101, and
Tile Giant is a serious challenger in the market. The main focus has been
to develop an outstanding product range. Initially, Tile Giant concentrated
on ceramics, but following the acquisition of two other businesses that
specialised in other segments of the market, its product offering has
been strengthened significantly. The result is Tile Giant offers its growing
number of customers a wide range of excellent products at great prices,
all under one roof. This has driven a positive and market-leading like-for-
like sales performance in 2010.
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.“BRANCH MANAGERS ARE HIGHLy MOTIVATED INDIVIDUALS WHO ARE
KEEN TO PERFORM AT THEIR OPTIMUM LEVEL”
ToolStation
It was another outstanding year for ToolStation, driven by the entrepre-
neur Mark Goddard Watts. When the Group acquired a 30% stake in
the business in April 2008, ToolStation had 12 stores, but as a result
of the concept being rolled out so effectively, there are now 84. Based
on its world-class in-house developed technology, it continues to be
a low-cost business that delivers outstanding product availability and
value to its customers.
INVESTORS
Throughout the course of the recession, the Group has been strongly
backed by investors. The decision to bring stability to our balance sheet
with the rights issue in May 2009 has been of great benefit to the Group.
Investors taking up their rights will have seen an excellent return for their
support to the Company. We meet our investors at least twice a year and
we continue to benefit from their support.
Our banks and US note holders continue to be similarly very supportive
of the Group. When there was a great deal of uncertainty in the economy
and in the construction industry in particular, we informed investors and
bankers what we thought would happen and what we could do to counter
the conditions. We performed ahead of our targets and retained confi-
dence in our ability to run our businesses robustly and effectively.
ACqUISITION OF BSS
We approached the BSS opportunity with great confidence because we
believed BSS was strategically strong and financially very attractive.
Although we had a considerable amount of plumbing business through
our various brands, we were in the second tier of national companies
operating in the market. By acquiring BSS and combining our activities,
the Group has been promoted to a leading position in the market, making
us a powerful force in serving customers and helping suppliers meet their
own strategies.
The Group’s published target for synergies arising from the BSS
acquisition is £25m, which comprises £19m in respect of goods for
resale and £6m of overhead savings. We remain confident of achieving
these targets.
The integration programme has commenced, but it is too early to
provide any further meaningful insight about the synergies available to
the Group. However, it is clear that achieving the target will require a
substantial effort from teams across the business and in particular the
allocation of considerable resource to, and investment in, supply chain
and IT. We aim to provide an update at the interim stage this year on our
progress towards achieving these synergies.
MANAGEMENT
Because of our scale and our focus on supplying what our customers
want, we have consistently achieved the highest return on sales amongst
our peers. The Group’s pre-recession operating margin was typically
more than half as much again when compared to our national competi-
tors. In the more recent tougher economic climate, whilst our operating
margin has come down by about a quarter, our peers have suffered
proportionately larger falls.
We put a great deal of this difference down to the attitude of our
managers. As I discussed earlier, they are highly skilled at anticipating
problems and finding sensible and swift solutions. They are on top of
their business, so that they respond to tough times by closely managing
gross margin and reducing costs. The disaggregated culture of decision
making and the prevailing ethos of running our business has taken many
years to establish.
Our positive management environment makes for a more rewarding
place to work. Following the actions we took to slim down our top
management resources at the start of the recession, we have not seen
many departures from our director group of 202 people since then.
Every single branch in the Group is subject to a detailed review of
its performance, analysing sales contributions from all of them. Branch
managers are highly motivated individuals who are keen to perform at
their optimum level. We reward our staff well and they are incentivised
through effective bonus schemes.
TRAVIS PERKINS IN THE COMMUNITy
Characteristic of how the Group operates, driven from the ground
upwards, we continue to move forward our ‘1000 projects’ community
programme.
Every branch is encouraged to establish a community project, inspired
by a personal contact, completed in their spare time and using our own
materials. It’s not mandatory, but the response rate has been exception-
ally high. The projects create a tremendous sense of team-work and
goodwill. The initiative was launched when we reached the milestone of
1,000 branches. With the inclusion of BSS, we now operate from over
1,800 branches, and we are reviewing what the next version of this
programme looks like.
I believe the work in our ‘1,000 projects’ initiative contributes greatly
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C H I E F EX E C U T I V E ’ S R E V I E W O F T H E Y E A R
to improving engagement of staff. In a vast majority of cases, employees
want to be recognised for what they do and many like being part of a
winning and harmonious team. The ‘1,000 projects’ works were innova-
tive and helped us to do things that move beyond clichés about business
in the community.
The Board of Directors was also encouraged to take part in a commu-
nity project. Last year, board members spent a day at Battersea Park in
London digging and creating a community garden.
The Group’s charitable donations were in the region of £200,000 five
years ago. Last year we together with our colleagues, customers and
suppliers, contributed £1.7m.
Our charity fundraising activity continues to play a key role in engaging
our colleagues across the Group, enabling colleagues to take time to
support charitable causes that are close to their hearts. Our individual
businesses selected their own charitable causes in 2010, after the Group
devolved its centrally-managed fundraising model to better fit with our
decentralised business model. We now partner with 11 UK based charities.
Each Managing Director leads fundraising for his own business,
assisted by a charity committee of employee representatives. Team
building and charity fundraising activities are combined powerfully.
Strong colleague engagement has led to more than £1.7m being raised
in 2010, an uplift of more than double the 2009 total – despite the
recession.
Fundraising has been particularly visual in our Travis Perkins brand,
which adopted the Breast Cancer Campaign and Children’s Hospices UK
charities on a two-year partnership and in our Wickes brand which raised
nearly £655,000 for its adopted charity Leukaemia and Lymphoma
Research. The Travis Perkins business re-sprayed 12 of its delivery
vehicles pink, sourced and sold pink products in its branches, and
even changed its name to ‘Travis Pinkins’ for a national day of fund-
raising. Keyline’s partnership with The Prostate Cancer Charity has been
beneficial to the charity in terms of fundraising, and substantially raised
public awareness of prostate cancer in the male-dominated building and
construction sector. Other beneficiaries of charity partnerships with Travis
Perkins’ businesses include Clic Sargent, Childline, Whizz-Kidz, and the
Warwickshire and Northamptonshire Air Ambulance.
More than £225,000 was donated through the company’s Payroll
Giving facility in 2010. All of the partner charities benefited from a share
of the donations, together with other charitable causes personally chosen
by employees. Much of this was raised through a popular and fully
licensed Colleague Lottery. Colleagues donate £1 per month from their
salary, with up to 50% going to the charity of their business. More than
70% of employees donate through the Lottery, with over £60,000 raised
for the partner charities in 2010.
STRATEGy
We are determinedly pursuing our vision of ensuring that anyone in
the UK who wants to be supplied with materials to construct, repair or
improve the built environment will have a Travis Perkins business as their
first choice. Our strategy to achieve this is relatively simple:
● Through a low risk programme of continuous improvement, have the
best offer to customers in each market; and
● By applying our business model of disciplined margin management,
tight cost control, clear focus on capital returns and a strong alignment
of accountability and incentives, have the highest operating margin in
each sector.
This approach has produced sector-leading performances in revenue
growth and returns, and has enabled us to grow our asset base to
achieve powerful positions in each sector of our market.
Over the last four years we have seen three clear turning points in
the course of the recession in construction markets – a sharp downturn,
a return to stability in activity at low levels, and a gradual but choppy
recovery, which still has a long way to go. At each turn we decisively
adapted our stance to trading, investment and cash. We took costs out
rapidly and decisively at the downturn, put more investment back in as
the market stabilised, and, of course, committed to a major acquisition as
growth returned last year. These actions mean we are now positioned with
a larger footprint in the sector, a leading position in plumbing and heating
to add to our longstanding leading position in heavyside and timber, and
with our branch network intact having seen closures elsewhere.
We are now poised to use our management resources to exploit this
position and achieve further growth in returns to shareholders.
As I have noted, the course of the recovery is likely to be choppy and
conditions for the next 12 months remain challenging. There is consider-
able gloom in the wider economy, but we don’t subscribe to the double-
dip theory. The construction market fell by over 30% in 2008/09 and
although activity has picked up a little, on a longer term perspective,
activity levels remain low.
The Group’s organic growth strategy is based on a combination of self-
help initiatives and external expansion. In particular, the Group will extend
its direct sourcing operations in the Far East and enhance its supply chain
whilst at the same time investing in the IT resource necessary to support
those and many other activities.
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F O C U S O N OR G AN I C G R O W T H
Keyline’s ‘Best in Town’ programme
delivered improved performance
Left: Andy Marr, Branch Manager. Right: Scott Richardson, Sales Assistant
Keith Ward, Driver
Scott Richardson, Sales Assistant
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C H I E F EX E C U T I V E ’ S R E V I E W O F T H E Y E A R
Dale White, Forklift Driver
Rhianon Rickard, Senior Cashier
We will continue to pursue this organic strategy, which is delivering
increasing market share and sales performance whilst we monitor very
closely both our performance and market conditions to keep ahead of our
competitors. We will retain our policy of continuous improvement of our
businesses, taking many small steps in a large number of areas of our
business. This process of continual improvement is supported by many
new initiatives that will be implemented during the course of the year.
Our acquisition of BSS was the stand out event at Travis Perkins last
year. Our commercial analysis indicated we would be acquiring a strong
company with quality people and that the prospects for the business are
excellent and exciting. This has proven to be the case.
We are realistic about market prospects, but are positive about the
future because we have the strategy, market position, execution skills and
scale to respond quickly to market changes and to deliver outstanding
service to our customers.
Our three main targets for 2011 to create value are to:
● continue the Group’s strategy of organic growth. We have more
initiatives in gestation to bring to market;
● use our strong cash generation to pay down debt, maintain investment
in continuous improvement, selectively continue network expansion
and increase dividends;
● integrate BSS and get the best out of the acquisition. We have proved
we can generate superior returns from businesses in our sector, and
will work hard to apply those skills to the BSS businesses.
We look forward to another year of good progress.
Geoff Cooper
Chief Executive
22 February 2011
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F O C U S O N OR G AN I C G R O W T H
Wickes achieved significant
additional sales
Wickes achieved significant
additional sales, thanks
to its next day delivery
service, six days per week,
its stand-alone kitchen and
bathroom stores and its
new paint range
Leanne Pointon,
Customer Assistant
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CHIEF OPERATING
OFFICER’S REVIEW
OF THE yEAR
FOR THE YEAR ENDED 31 DECE MBE R 2010
INTRODUCTION
OUTPERFORMANCE FROM RESULTS-DRIVEN PEOPLE
John Carter
Chief Operating Officer
The Group’s strength is based on the
commitment, dedication and motivation of
an outstanding team of people who work
towards a common goal. There are 22,500
of us, and we are excited going into 2011
about the prospects of sharing best
practice between our existing businesses
and the 5,000 BSS colleagues who have
recently joined us.
Last year was tough, but our competitors
experienced even harsher times. We
continued to grow our 11 merchanting
and retail businesses thanks to our proven
and detailed systems of operation and
we are equipped to respond rapidly to
change. We gained from an initial increase
in house-building in early 2010 and even
when that activity levelled off, we were
able to cope with changing conditions. As
a result, all of our businesses reported
excellent results under challenging
circumstances.
I have no hesitation in repeating our driving vision – that the Travis Perkins
Group is a great place to work and a great place for our customers and
suppliers to do business.
We place staff engagement and fulfilment at the very heart of what
we set out to achieve. I firmly believe in the mantra that happy, well-
motivated people are more productive. Our overarching vision is to create
an environment that gets the best from all colleagues, and that is a great
and safe place to work.
Our business priorities drive our people initiatives. During 2010,
this was clearly illustrated by our pioneering approach to flexible
working in the merchanting sector. The economic downturn gave us
the impetus to review and improve the flexibility of our branch teams
in our merchanting business. We studied our customer flow rates and
instigated a process to ensure that we were operating our branches
more appropriately. The objective of improving sales, customer service
and operating standards by ensuring the right people were at the right
place at the right time has been a challenge, but a very worthwhile one.
It will enhance our productivity and will contribute to attracting and
retaining our people.
Our people initiatives gained real momentum last year and have
opened a new world of improved flexibility in employment models and
working patterns to reflect our early morning peak hours in the trade
sector. Wickes has been operating this system for many years and we
will now embrace this flexibility throughout the Group where appropriate.
IMPORTANCE OF AN IMPROVING SAFETy RECORD
Our ‘Stay Safe’ culture is central to the entire management team’s
approach. By the very nature of our business, there is considerable
movement of heavy machinery and transport on a daily basis in our ware-
houses, depots and operational sites. In a determined effort to protect our
people, we have continued to concentrate on our ‘Keep Your Feet on the
Ground’ programme to avoid accidents. Over 2,500 drivers were trained
last year in our on-going effort to meet the spirit, as well as the letter, of
the current safety legislation.
BUILDING ENGAGEMENT AMONG OUR COLLEAGUES
In 2010 we employed a bespoke independent research company to carry
out our detailed staff survey, which indicated very satisfactory levels of
colleague engagement. The results showed that a majority of our people
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.“THE ECONOMIC DOWNTURN GAVE US THE IMPETUS TO REVIEW AND IMPROVE
THE FLEXIBILITy OF OUR BRANCH TEAMS IN OUR MERCHANTING BUSINESS”
wanted the Group to:
● Reward staff appropriately;
● Communicate effectively;
● Help develop their careers.
We believe that engaged colleagues are more likely to drive customer
service delivery and, in turn, to create sustainable and profitable growth.
Our survey, called ‘You Talk, We Listen’, produced a significant 25%
improvement in engagement scores across all respondents. Over 70% of
our people took the time to complete the questionnaire.
The survey found that 82% of colleagues are proud to work in their
particular branch or department and 70% were proud to be part of the
Company. This harmony has undoubtedly led to all 11 of our businesses
outperforming the sector in which they operate.
Unlike 2009 when we had to reduce the workforce, last year we main-
tained our staffing level in a carefully controlled way.
There are many ‘stars’ in the Group. There are far too many to mention
them all here, but I would like to recognise the work by individuals who
have led the achievements of our many teams: our category management
director Norman Bell, supply chain director Robin Proctor, global sourcing
director Ian Preedy and the Group’s human resources director Carol
Kavanagh, plus our divisional chairmen Joe Mescall, Arthur Davidson and
Jeremy Bird.
Many of those individuals have very many years of loyal service and we
have benefited from the dedication of a stable and robust merchanting
team and a fusion of new blood and new skills from the senior figures in
our retail businesses.
The Group thrives on the selection, recruitment and induction of its
people. During challenging times, we have used our training and develop-
ment resources to keep our people motivated and engaged.
It is critical to my role that I walk the branches and the warehouses. I
am continually proud and encouraged by the commitment shown in all
areas of our businesses.
INFRASTRUCTURE INVESTMENT & PRODUCT
AVAILABILITy DISCIPLINES
The working environment across the Group is results-orientated. Last
year we continued to drive our self-help programme. On the merchanting
side, we identified up to a dozen work streams where we could make a
significant difference, delivering goods quickly, speeding up our service
and ensuring we stocked sufficient quantities of product to suit our
customers’ demand.
On the retail side, and with Wickes in particular, we focussed on
three main strands of activity: to be a specialist kitchens and bathrooms
distributor, to be more focussed on the trade element of DIY (i.e. the small
trader) and to become a multi-channel business by adopting an approach
of ‘anything, anywhere, anytime’ with three routes to market via stores,
telephone sales or online. This gives our customers the option to access
our goods in a variety of ways.
SUPPLy CHAIN GAINS & GLOBAL SOURCING
The essence of the Group’s supply chain is to have the right products
in the right place at the right time. Through detailed research and
consultation with customers, we have developed a core range of goods,
called the mandated range. This comprises about 1,500 products (or
Stock Keeping Units) that MUST be stocked in sufficient quantity for a
customer to complete an entire project purchase, rather than a single
unit being classed as meeting a customer’s needs. As a result, our avail-
ability targets are more challenging to meet, however, as we improve our
performance the sales rewards are much greater. We started extending
this programme in September 2010 and will increase its coverage from
50% of our sales to 75% of sales (our expected maximum) during 2011.
We have significantly improved the utilisation of our 2,000 commercial
vehicles through GPS tracking, which has helped reduce our vehicle CO2
emissions by 812 tonnes. The addition of a 500,000 sqft warehouse to
the distribution network and the opening of a ‘heavyside’ regional distri-
bution hub have greatly improved our efficiency in moving goods to the
right locations at the right times.
Another critical innovation has been the introduction of a new daily IT
alert. All of our branch managers receive a daily communication informing
them of product quantity and availability in their branch. In addition,
the senior managers of our suppliers are also notified of their product
availability. This tells our suppliers about their missed opportunities for
potential sales throughout our branches. We set tough targets, but it has
proved to be a highly-effective self-managing process.
Our sourcing is a truly global activity. Sixty countries manufacture
goods for the Group, covering every continent, except Antarctica.
We buy a significant quantity of product direct from between 15 and
20 countries, including ceramics and plywood from Brazil, timber from
Scandinavia, pottery from Morocco and stone and variety of other goods
from India. Increasingly we deal directly with the manufacturers, rather
than engaging specialist ‘intermediaries’. Often we take responsibility for
the product once it comes off the production line and have a team of
people who are in charge of quality control at the manufacturing source.
In these cases we are totally in control of packing and distributing the
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C H I E F O P E R A T I N G O F F I C E R ’ S R E V I E W O F T H E Y E A R
Wayne Meads, Manager
gEographical SalES
% of total 2010 sales
27%
19%
27%
19%
41%
27%
24%
16%
MERCHANTING
RETAIL
NORTH
MIDLANDS
SOUTH EAST
SOUTH WEST
nuMBEr oF BranchES
2006 2007 2008 2009 2010
2000
1000
1,022 1,125 1,223 1,238 1,728
0
goods from the 14 factories who supply us back to our own distribution
hubs in the UK.
Our sourcing activity has had a positive effect on our margins. It has
also been a great learning curve, dramatically changing the way we
operate and requiring many administrative departments within the Group
to adapt their systems accordingly.
We have opened a consolidation centre in Shanghai, which has greatly
improved our trading in China. The Group buys products from 85 manu-
facturers in China, but often in insufficient quantities to fill a container for
immediate transport back to the UK. However, the new centre enables us
to store goods safely and securely until the time there is sufficient stock
to fill a freight container.
We want to buy the best possible products at the best possible price,
but we are not prepared to compromise our standards by dealing with
unethical companies. We do not trade with suppliers who fail to meet
our strict standards in staff welfare, health and safety and care for the
environment. We are proud to set the standard for our sector.
BSS INTEGRATION
I lead the integration team for BSS. A detailed integration plan was devel-
oped during the drawn-out negotiation with the OFT last year. A four-
phase plan was initiated on December 14 2010:
● Phase 1: Communication. In the first few days we had meetings with
as many BSS personnel as possible to brief them on our plans and to
welcome them to the Travis Perkins Group;
● Phase 2: Definition. This involved understanding and prioritising the
key projects – particularly the early synergy-bearing opportunities;
● Phase 3: Synergies and overheads – our current activity;
● Phase 4: Long-term structural projects, such as IT and harmonising
supply chains.
MERCHANTING
All four Travis Perkins branded businesses produced strong like-for-like
sales growth and increased market share, while trading margin was
maintained and good profit growth was achieved.
Eight new branches were opened and key sales projects were
successfully undertaken to increase the number of accounts opened.
Product availability continued to increase and strong productivity
growth was achieved, together with enhanced multi-skill training for
branch colleagues.
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F O C U S O N OR G AN I C G R O W T H
Tile Giant opened 15 new
branches in 2010
Jim Smith, Assistant Manager
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C H I E F O P E R A T I N G O F F I C E R ’ S R E V I E W O F T H E Y E A R
Sophie Buchanan, Assistant Branch Manager
City Plumbing Supplies
Thanks to improved sourcing, City Plumbing improved its gross margin
and showed a strong growth in profits. The business achieved a consis-
tently high sales performance and its own label, iflo, performed well.
ToolStation
Turnover increased by 70% to £70m with an increase in its customer
base of 479,000. There are now 84 stores, serving 85,000 customers
each week.
CCF
The business extended its flooring range and, with the help of improved
supply chain initiatives, CCF enjoyed strong growth. Three branches relo-
cated to better premises.
Tile Giant
There were 15 new branch openings last year, taking the total number to
101. Market share has grown to over 4% of the UK tile market.
Keyline
The ‘Best in Town’ programme delivered improved performance, with
strong growth in the civils and drainage sector in the second half of
the year. Trading margins were maintained and good profit growth was
achieved.
Benchmarx
Twenty-one new businesses were opened on existing group sites and
a further two stand-alone branches. The company achieved very strong
like-for-like sales growth.
THE yEAR AHEAD
2011 will again be a difficult year, but we have invested a great deal of
time in developing operational systems that enable us to compete in the
marketplace better than our rivals. We have innovative and exciting proj-
ects and work streams ready to roll out this year and we feel confident
about being able to outgrow our competitors by being better.
We have the best teams in the sector. It will be a year for integrating
BSS, achieving synergies and giving our businesses the support they need.
RETAIL
Wickes
Wickes achieved significant additional sales, thanks to its next-day delivery
service six days per week, its stand-alone kitchen and bathroom stores
and a new paint range. There continues to be considerable investment in
the online and catalogue side of the business.
John Carter
Chief Operating Officer
22 February 2011
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31
F O C U S O N OR G AN I C G R O W T H
Benchmarx opened 21 new businesses
on existing group sites
e
l
t
i
T
e
m
a
n
r
u
S
e
m
a
N
Matthew Carberry,
Kitchen Designer
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FINANCE
DIRECTOR’S REVIEW
OF THE yEAR
FOR THE YEAR ENDED 31 DECE MBE R 2010
INTRODUCTION
The acquisition of BSS, finally completed
on 14 December, was the key highlight
of 2010. The acquisition process took
from April to December, longer than we
initially anticipated, and absorbed much
management time, but was completed on
satisfactory terms. But it was not the only
highlight of last year.
We produced a healthy 20% increase in
adjusted pre-tax profits to £217m with
the merchanting division performing
ahead of our expectations at the
beginning of the year.
Our working capital management was
also very strong and, with tight controls
on capital expenditure, we were able
to deliver a substantial reduction in
underlying debt of £205m, which showed
considerable progress in the light of the
challenging economic climate.
Paul Hampden Smith
Finance Director
STRONGEST LIKE-FOR-LIKE PERFORMANCE
ON RECORD
Our concentration on achieving further gains in market share at satisfac-
tory profit margin led to the strongest relative like-for-like trading perfor-
mance, around 4% ahead of the trade market and around 6% ahead of
the retail market, since I became Finance Director fifteen years ago. In
such difficult economic circumstances, this was a major achievement.
FINANCIAL OBJECTIVES ACHIEVED
Our principal objectives for 2010 were to reduce group borrowings
through cash generation, continue the creation of shareholder value by
increasing profits and increase the Group’s market share via like-for-like
sales growth, expansion through acquisitions and in-store developments.
We exceeded those targets, when the effect of the acquisition of BSS is
excluded from net debt.
Thanks to better market conditions in Q2 and Q3 last year, our
merchanting businesses performed very strongly due to a programme of
sustainable organic growth, while our retail businesses also performed well.
The Group’s operating margins were very healthy, with merchanting
operating at 8.8%, while in retail we achieved a 5.9% margin. Both
merchanting and retail were the highest in their respective sectors.
The Group incurred net exceptional operating charges of £19m in
2010. £21m of exceptional costs related to the acquisition of BSS, which
comprised £13m of professional and bank fees and £8m of charges
arising from post acquisition adjustments to assets and liabilities in the
books of BSS. There was a £2m exceptional credit to operating profit due
to the partial release of exceptional onerous lease provisions established
in 2008. After charging these exceptional operating items, operating
profit was £220m (2009: £257m).
Overall, lower interest rates combined with significantly lower borrow-
ings following the rights issue have reduced net finance charges, excluding
the effects of an exceptional bank fee write-off and other finance income
and charges associated with the pension scheme, by £13m (31%). The
average interest rate during the year was 3.1% (2009:3.7%).
Excluding the effect of exceptional items the adjusted tax charge was
£60m, an effective rate of 27.6% compared with £46m (25.6%) in 2009.
The increase was due mainly to the non-recurrence of the reduced IFRS
2 share option charge in 2009.
Basic earnings per share were 69.6 pence (2009: 88.4 pence).
Adjusted earnings per share (note 12b) were 77.2 pence (2009: 75.2
pence) a 2.7% increase. This reflects the 13% dilution of the £300m
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F I N A N C E D I R E C T O R ’ S R E V I E W O F T H E Y E A R
33
.“OUR MERCHANTING BUSINESSES PERFORMED VERy STRONGLy DUE
TO A PROGRAMME OF SUSTAINABLE ORGANIC GROWTH”
rights issue in the middle of 2009. There is no significant difference
between basic and diluted earnings per share.
The following table shows the Group’s key performance indicators:
FINANCIAL REVIEW
RESULTS
Revenue growth / (decline)
LFL revenue growth / (decline)
Adjusted operating profit to sales ratio
Profit before tax (decline) / growth
Adjusted profit before tax growth / (decline)
Net debt to adjusted EBITDA (note 38)
Adjusted interest cover (note 10)
Adjusted return on capital (note 37)
Free cash flow (note 36)
Adjusted dividend cover (note 13)
2010
7.6%
5.0%
7.6%
(7.5)%
20.3%
1.9x
18.9x
12.2%
2009
(7.8)%
(8.6)%
7.7%
45.4%
(11.3)%
1.5x
10.7x
10.9%
2008
(0.3)%
(4.5)%
8.5%
(44.0)%
(22.5)%
2.8x
4.3x
12.9%
2007
11.9%
8.1%
10.0%
12.7%
18.7%
2.5x
5.4x
15.9%
£277.8m
£294.4m
£185.3m
£157.8m
5.1x
-
8.5x
3.3x
The Directors remain committed to the generation of long-term share-
holder value, which we believe will be achieved through:
● Increasing the Group’s market share via a combination of LFL sales
growth and targeted expansion through acquisitions, brown field open-
ings and in-store development;
● Improving profitability with a medium term target for profit growth in
percentage terms exceeding that for sales;
● Investing in projects and acquisitions where the post-tax return on
capital employed exceeds the weighted average cost of capital of the
Group by a minimum of 4%;
● Generating sufficient free cash flow to enable the Group to expand its
operations whilst funding attractive returns to shareholders, reducing
its debt and pension deficit;
● Operating an efficient balance sheet, by structuring sources of capital
to minimise the Group’s weighted average cost of capital consistent
with maintaining an investment grade financial profile with the ratio of
net debt to EBITDA being between one and two and a half times;
● Maintaining long-term dividend cover at between two and a half and
three and a half times earnings.
CONTINUED FOCUS ON STRONG CASH GENERATION
Despite the tough operating conditions, the Group still managed to
generate £343m from operations, before exceptional and special pension
cash flows of £53m. Free cash flow for the year was £278m (2009:
£294m).
Before including the £295m cash element of the BSS acquisition and
disposal proceeds of £17m, gross capital expenditure and investment
totalled £65m. £24m was spent on capital replacements, and £41m
on expansion, including £13m on ToolStation. We believe our culture of
undertaking small incremental improvement projects with strict return
criteria for each expansion project is a major strength of the Group.
Excluding the £477m effect of acquiring BSS and the £35m one-off
pension payment, net debt reduced by £205m to £262m at the end of
2010. At 31 December total debt was £774m.
At 31 December 2010, the Group had committed UK bank facilities of
£857m and $525m of $US private placement notes in issue. In agree-
ment with its lenders, during the year the Group bought in, but did not
cancel £84m of its £1,000m revolving credit facility in return for a profit
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34
F I N A N C E D I R E C T O R ’ S R E V I E W O F T H E Y E A R
of £3m, which has benefited finance charges in the income statement.
At the instigation of one of the Group’s counterparty banks, the Group
realised £14m cash from cancelling an in the money cross currency
swap associated with its US private placement borrowings. This derivative
has been replaced by four US Dollar forward contracts.
The peak and minimum levels of daily borrowings on a cleared basis
during the year ended 31 December 2010 was £876m and £551m
respectively (2009: £1,083m and £438m). The maximum month end
cleared borrowings were £736m (2009: £1,035m). At 31 December
2010 the Group had undrawn committed facilities of £493m (2009:
£515m).
Note 31 gives details about the Group’s operating lease commitments,
most of which relate to properties occupied by the Group for trading
purposes.
PENSION FUND INTO SURPLUS
At 31 December 2009 the gross deficit of the Travis Perkins’ final salary
pension scheme was £43m which following negotiations with the Scheme
Trustee, the Group has agreed to eliminate over an eight-year period.
In June 2010 we reached a further agreement to fund £35m of the
deficit using a group controlled special purpose vehicle (‘SPV’). The
pension scheme will be entitled to receive the income of the SPV for
a period of up to 20 years, subject to funding levels, and this income
is backed by the security of 16 Travis Perkins’ freehold properties. The
existing cash contributions to reduce the deficit of the pension scheme
will fall from £18m in 2010 to £16m in 2011.
Due to the combination of the one-off £35m contribution to the
fund and the strong performance of the fund, the capping of pension-
able salaries at 3% in December 2009 and the increase in employees’
contributions in April 2009, the Travis Perkins pension scheme now has
an accounting surplus of £32m. The BSS pension schemes have an
accounting deficit of £60m, using the same actuarial assumptions as the
Travis Perkins’ scheme.
EXTRACTING VALUE FROM OUR PROPERTy
PORTFOLIO
The Group currently owns about 341 freehold sites, giving us flexibility
operationally. One example of this is our site in Guildford, where we have
located Travis Perkins and City Plumbing branches. We are now also
building a new Wickes store and selling some of the excess land for
£11m. Capital expenditure on this project will be £6m.
Our property team makes a very important contribution to our opera-
tions. We now expect to make approximately £10m of property profits
and generate £15m to £20m of cash from this activity each year. At the
year-end, the carrying value of our freehold and long leasehold property
portfolio was £262m compared to £247m at the end of 2009.
CAPITAL EMPLOyED AND BALANCE SHEET
Capital employed at the end of 2010 was £1,952m and the Group’s
adjusted return on capital for the year was 12.2%, which continues to be
above our weighted average cost of capital of 8.1%.
Our business volumes continue to run at around 20% below the peak
at the high part of the cycle – and at the low point were some 30% lower
– but our returns throughout this period have continued to exceed our
weighted average cost of capital.
Our balance sheet remains very strong and once again there were
no impairments to the carrying values of goodwill and other intangible
assets. Across the Group, our operating assets continue to be highly cash
and profits generative.
During the year, the daily closing share price ranged between 665p
and 1,058p. The shares closed the year at 1,058p, 466p above the June
2009 theoretical rights issue price of £592p, which resulted in a total
market value or market capitalisation of £2.56bn.
EFFECTIVE FINANCIAL RISK MANAGEMENT
The principal risks and uncertainties of the business are covered under a
separate summary report on pages 49 to 54. In summary, the key points
of our financial risk management are:
● The Group seeks to maintain a strong balance sheet;
● Effective cash and working capital management is accorded top
priority;
● We retain significant headroom of over £200m in our borrowing facili-
ties and we have good relationships with our bankers;
● We operate within comfortable margins to our banking covenants:
● The ratio of net debt to EBITDA (earnings before interest, tax and
depreciation) has to be lower than 3.5; it was approximately 1.9 at
the year-end; and
● The number of times operating profit covers interest charges has to
be a least 3.5 times and it was nearly 20 times in 2010.
● We serve over 150,000 ‘live’ customer accounts and no one customer
accounts for more than 1% of our sales; the bad debt charge was
0.59% of credit sales;
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35
F O C U S O N OR G AN I C G R O W T H
City Plumbing put together a
progressive and exciting initiative
City Plumbing put
together a progressive
and exciting initiative to
focus on what plumbers
require under the banner
‘What Good Looks Like’
Stephan Towers, Showroom Manager
Dan Cuchi, Sales Assistant
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F I N A N C E D I R E C T O R ’ S R E V I E W O F T H E Y E A R
● Our product selling prices tend to reflect inflation in materials prices;
● We conducted extensive due diligence on BSS ahead of acquiring the
business.
INTEGRATING BSS
BSS was a financially and operationally well-managed company, but not
unexpectedly, there is a great deal of work to do to bring our two systems
together. This work is well underway and we expect a relatively smooth
and swift integration process for our financial reporting, analysis and
management systems.
In 2011 we have embarked on driving out the synergy benefits from
combining BSS with Travis Perkins and on integrating information flows
and reporting.
Paul Hampden Smith
Finance Director
22 February 2011
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ENVIRONMENT
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
37
OUR VISION IS…
“To become the best providers of
responsibly sourced, resource efficient
products, fit for low carbon building and
refurbishment, delivered with a low carbon
footprint and minimal waste by people
who care. In doing this, we will become
the most trusted group for providing
environmentally sustainable solutions”.
We believe that taking responsibility for
our impact on the natural environment in
this way creates added business value and
is compatible with operating a successful
business. We seek to anticipate changes in
demand for products and services that are
driven by environmental considerations,
and invest to develop our offer where we
can see reasonable prospects of economic
return. This requires us to adopt an
inclusive approach involving colleagues,
customers and suppliers to deliver
environmental improvement.
Our vision is actively used to help guide
decisions on our business priorities and
consult other stakeholders.
We know that being green makes us money. In 2010, we have esti-
mated that 5% of our Earnings Before Interest & Tax (‘EBIT’) comes from
profit on the sale of environmental technologies (including insulation),
profit from timber product sales to customers requiring responsibly
sourced product and reduced waste and energy costs net of environ-
mental operating costs. We also see opportunities in developing addi-
tional services that will help customers negotiate an ever increasingly
complex sustainability agenda. We expect to see significant growth in the
environment contribution to EBIT over the next 2 years.
CONTINUOUS IMPROVEMENT
Management Systems
This year has seen a doubling of the resources we deploy to pursue
our environmental vision. In particular, we have strengthened our envi-
ronmental management system, energy management activities and the
development of commercial sustainable solutions. We have increased the
breadth of representation in our Non Executive Environmental Advisory
Panel, which now comprises nine members, meeting twice a year. The
panel remains an important touchstone for us in determining how we
approach each aspect of our environmental vision and has been espe-
cially useful in its advice on matters of engaging our people. In 2010 we
asked all our branch and store managers to share their environmental
innovations via an internal ‘crowdsourcing’ website and embarked on
activity to encourage green thinking in our day-to-day practice.
Engagement
We stepped up our engagement activities in 2010, talking to more people
and organisations about our environmental performance. In total, we initi-
ated or responded to 87 consultations in addition to those we routinely
had with our trade body and Non Governmental Organisation (‘NGO’)
partnerships, the Construction Product Association (‘CPA’), British Retail
Consortium and WWF’s Global Forest and Trade Network (‘GFTN-UK’).
We sponsored, and were involved in the production of, a Sustainable
Housing Action Plan report on the Community Green Deal advising in
particular on how the supply chain might structure itself to deliver low
carbon refurbishment via local authorities in the West Midlands. Earlier
in the year we provided a case study for the CPA’s low carbon refurbish-
ment guide. We also provide the chairman to the CPA’s pallet repatriation
working group.
We continue to supply detailed information and plans to the Carbon
Disclosure Project, Forest Footprint Disclosure Project, Waste and
Resources Action Plan (‘WRAP’) and the GFTN-UK. In return we receive
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E N V I R O N M E N T R E P O R T
Samantha Hodkin, Sales Coordinator, F & P Wakefield
Sulayman Cham, Senior Warehouse Person,
F & P Wakefield
information to benchmark our environmental performance. In 2010 we
extended our engagement with WRAP by signing the Halving Waste to
Landfill Commitment and will provide performance information on this
to them in future years. In 2010 we were awarded the Carbon Trust
Standard, certifying that we have genuinely reduced our carbon footprint
and are committed to making further reductions year on year.
Metrics
This year we have accounted for the environmental impact of our invest-
ment (30%) in ToolStation by including relevant performance data in this
report proportionate to our investment in them. We have installed over
1,000 new electricity meters and increased the number of sites on a
central waste contract to 97%. All of these improvements allow us to
report our environmental performance with greater accuracy, with the last
two allowing us to disaggregate environmental performance to site level
and target site-by-site improvements.
The increased importance of multi-channel retailing, including
ToolStation, and direct sourcing increase the requirement to look at our
carbon footprint beyond country and company boundaries, and in 2011
we intend to estimate carbon dioxide equivalent emissions for the prod-
ucts journey from factory gate to construction site.
When measuring performance we combine and convert information
from across the Group to create a common base. This produces indi-
cators comprising a combination of measured, averaged and estimated
performance. Wherever possible, we use external standards for data
collection and reporting techniques and continue to work to improve the
accuracy of the measures reported.
We have again asked Lloyds Register of Quality Assurance (‘LRQA’)
to verify the materiality and accuracy of our environmental performance
indicators. A copy of their statement can be found in the environment
section of the Travis Perkins’ web site.
Incidents & Complaints
During 2010 Travis Perkins received an increase in complaints and inci-
dents from previous years. The majority of the increase in complaints
were from customers relating to our timber chain of custody system.
Details of the reportable incidents and complaints can be found in the
relevant sections of this report.
BSS
The purchase of BSS in December 2010 presents growth opportunities in
sales of renewables and other low impact solutions and will change the
environmental footprint of the expanded group. BSS previously published
indications of their environmental performance along similar lines to our
own. This will help us understand quickly where there may be environ-
mental efficiencies across the expanded group. In 2011 we will seek to
realise these opportunities whilst ensuring group policies, legal compli-
ance, pollution prevention and continuous improvement are consistently
applied in all operating sites. It is our aim that all BSS sites will operate
with ISO14001 certified management system tools by early 2012.
The environmental impact from BSS for the 16 days that they were
part of the expanded group is not included in the figures presented in
this report.
Following the inclusion of BSS we will consider whether the current key
performance targets we have remain appropriate for the enlarged Group,
and would aim to publish revised targets, if appropriate, by the end of the
year. This review will also consider the validity of the time scale for targets
and a potential need to set targets for a 10 – 15 year time line compared
to our current 5 years horizon.
ToolStation
During 2010, our equity share in ToolStation was accountable for 274
tonnes of waste of which 37% was recycled, 1,029 tonnes of carbon
emissions, 2,678 litres of water and 114 tonnes of packaging. ToolStation
did not receive any environmental complaints or have any reportable
environmental incidents during 2010.
EnvironMEntal incidEnt S
and coMplaint S
2005 2006
2007
2008 2009
2010
5
5
10
5
10
6
17
4
6
3
37
5
INCIDENTS
COMPLAINTS
50
25
0
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E N V I R O N M E N T R E P O R T
39
BSS – The newest addition to the
Travis Perkins Group
Carl Adcock, Branch Manager, F & P Wakefield
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E N V I R O N M E N T R E P O R T
MARKET PLACE
Responsible Supply
The demand for responsibly sourced products in 2010 remained strong.
We were asked to provide certified timber for £17m of sales (9% of total
timber sales). We also detected a growing awareness of the Building
Research Establishment (‘BRE’) framework standard for the respon-
sible sourcing of construction products (BES 6001) amongst our largest
customers; although we have seen very little change in awareness of any
aspect of responsible sourcing from smaller building firms.
As one of the largest multi-site holders of FSC and PEFC Chain of
Custody and the only multiple merchant that offers certified timber at
every branch selling timber, we strive to ensure that our supply chain
operates at the highest levels of integrity. However, in 2010 we recorded
16 complaints about our Chain of Custody system and responded to all
of them. This level of complaint has prompted us to think again about
how we organise our controls. In 2011 we are determined to improve
the service we give to discerning customers seeking responsibly
sourced product.
Low Impact Products
At the end of 2010, Wickes, in partnership with the Mark Group, launched
an insulation and renewable power installation service. The service takes
advantage of the subsidies on offer from Feed in Tariffs and Carbon
Emission Reduction Targets to offer a highly attractive and professional
service. In 2011 Wickes will look to grow this service on an internet only
platform before moving into a multi-channel offer in 2012 and beyond.
Excluding the installation service, the group sells over 3,000 prod-
ucts that have either a beneficial or reduced ‘in use’ impact on the
environment. These products appear across categories and brands and
sales growth in these products has outperformed average sales growth
across all the group’s product categories. In 2011 we will apply category
management principles to this eclectic mix of product with the expecta-
tion of even greater sales growth.
tiMBEr cErtiF ication
Timber purchased by value
100%
2005 2006
2007
2008 2009
2010
2011
50%
24%
28%
34%
25%
26% 26%
FSC
and
OCS
36% 49%
0%
48% 54% 58% 63% 90%
Target
FSC: FOREST STEWARDSHIP COUNCIL
OCS: OTHER CERTIFIED SCHEMES
2005 data excludes Wickes figures
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E N V I R O N M E N T R E P O R T
41
.“THE DEMAND FOR RESPONSIBLy SOURCED PRODUCTS IN 2010
REMAINED STRONG. WE WERE ASKED TO PROVIDE CERTIFIED TIMBER
FOR £17 MILLION OF SALES”
Waste Services
We are already providing a number of waste services to our customers,
most notably in pallet repatriation and waste brokering. By 2012 we see
waste services providing a significant revenue stream for us as customers
increasingly look to lower their costs, constrain vehicle movements to
site, and comply with site waste management plans. In 2011 we will be
expanding the number and complexity of joint take back trials with our
customers and looking to launch a full service before the end of the year.
In some waste categories, such as batteries and electrical and
electronic equipment, we have an obligation to either take back our
customers’ waste or provide waste disposal advice. Towards the end of
2010 the regulator asked us to improve the availability of advice for the
disposal of electrical and electronic items and will be checking to see that
we have done this in early 2011.
Packaging
With close to a quarter of a million active individual items for sale it is
important for us to prioritise packaging reduction activity. Approximately
two thirds of our merchanting product range and a third of our Wickes
product range is currently sold without any primary packaging, save
perhaps for a returnable pallet. Some of our supplier partners are looking
to remove packaging from more of their products. We are improving the
cycle of recovering pallets from many customers and getting them back
into circulation. In 2011 we plan to incentivise branches to collect more
pallets, including damages, and to encourage suppliers to re-use more
repatriated pallets. We believe that good pallet repatriation could reduce
the amount of packaging we leave with the customer on a per million
pound of adjusted sales basis by as much as 10% and contribute half of
the reduction we are targeting in this measure.
Measuring progress on making packaging reductions is complicated
by poor baseline data, and our first priority has been to establish a truer
baseline from which to judge improvements. We do not yet feel that we
have had enough data from suppliers to be able to retrospectively estab-
lish a 2008 baseline, or to be able to measure our suppliers’ reduction
activities. The inclusion of products unique to BSS is likely to mean that
we will not be in a position to accurately measure packaging reduction
performance across the expanded group before mid 2012. In the mean
time, we will continue to work with our principal suppliers in identifying
primary packaging reductions. There has been some notable activity in
2010 with a trial of a reusable cartridge gun system with an 80% reduc-
tion in packaging using a sealant pouch. We have also trialled the use of
lower gauge bags for our bagged aggregate products that, if rolled out,
would lead to a 5% packaging reduction. We have also identified 30%
weight reductions that can be achieved in nails and screw packaging.
In 2010 we were contacted by a regulator of the essential require-
ments for packaging, concerned that one of our retail products may be
over packed. The regulator confirmed they were satisfied with the correc-
tive actions taken and will not be taking any enforcement action. We have
recorded this as a complaint.
RESPONSIBLE SOURCING
This is a core element of our environmental vision. We continue to
make measured progress towards our 2011 target and 2013 ambi-
tion to purchase only timber and timber products from fully certified or
controlled sources. We estimate that in 2010 we purchased 88% by
value of timber products from material that came from certified well
managed or controlled forests. Joinery, flooring and kitchens remain our
weakest categories where more work is still required. In addition, we keep
a watchful eye on global sheet material markets and the availability of
certain certified sheet materials where we perceive risk to be higher. For
example, in 2010 we moved producer country, for much of our certified
hardwood plywood, from Brazil to South East Asia due to lack of supply of
certified timber. We would expect to achieve our target by the end of 2011
and will be reviewing future targets before the end of the year.
Whilst we had many conversations with stakeholders over the year
about responsible sourcing only one person did not agree with our
approach and wrote to tell us so. Whilst we are disappointed to receive
any letters, we responded and addressed the concerns being raised.
CARBON
Our monitoring and targeting of truck idling times continues to deliver
carbon and financial savings. With over 1,800 trucks on the road every day,
the savings are appreciable. We will use our practice of targeting specific
behaviours to reduce our costs and carbon emissions from lighting, heating
and electrical appliance consumption in 2011, now that most stores and
branches have installed the necessary metering equipment.
Absolute carbon dioxide emissions in 2010 were 159,548 tonnes.
When normalised against adjusted turnover, this represented 60.4
tonnes per million pounds of sales. Unfortunately, this means that, as
predicted last year, we have not met our 2010 interim target of a 15%
reduction in intensity from 2005.
The increase in carbon dioxide emissions in 2010 was mainly due
to an increase in gas consumption for heating during the extreme and
exceptional temperatures in December 2010.
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42
E N V I R O N M E N T R E P O R T
75
50
25
0
30
20
10
0
co2 EMiSS ionS
Corrected data and OECD sales deflated figures.
Tonnes CO2 per £m Group Sales
2006
2005 2006
2007
2008 2009
2010
2010
27.1
26.5
25.6
27.6
26.9
26.7
32.6
31.9
27.8
32.6
32.3
33.7
ENERGY
TRANSPORT
2010 CO2 emissions from Tile Giant haulage estimated
Energy
and
Transport
50.8
Target
WaS tE tonnagE
Corrected data and OECD sales deflated figures.
Tonnes waste per £m yard and core sales
2005 2006
2007
2008 2009
2010
2013
1.0
1.7
2.8
3.1
5.6
Waste to
Landfill
7.7
We will be looking at all our environmental performance indicators in
the second half of 2011 in light of the expansion to the Group. However,
this will not result in a scaling back of ambition in our carbon reduction
plans and they will at least be equal to the current 20% intensity reduc-
tion target we have set ourselves for 2013.
RESOURCE EFFICIENCy
Waste
In December 2010 we launched the third iteration of our waste back
haul service from distribution centres to branches and stores. We now
ask our sites to segregate thirteen waste streams. We are following up
the improved back haul service in early 2011 with a downgrading of bin
capacity at most operating sites. Waste budgets in 2011 have already
been reduced in line with the expected savings that will result.
By the end of 2010, out of 36,765 tonnes of waste produced, we
had recycled or recovered 16,905 tonnes. When this performance is
normalised by turnover; it represents a 59% reduction from the level of
waste sent to landfill in 2005. This means we have exceeded our 50%
reduction target three years ahead of time. We will announce a new
reduction target by the end of 2011, following the assessment of BSS
environmental metrics.
Water
By examining bill payments in 2010 we estimate that we used 112 litres
of water per million pounds of adjusted turnover. Our colleague engage-
ment activities, which started in 2010, suggest that there is an appetite
and appreciation for water efficiency and we will look to capitalise on
this in 2011.
POLLUTION PREVENTION
We called the Environment Agency twice in 2010 due to spillages threat-
ening to enter controlled waters. We talked to Highway authorities twice
because of spills on public roads.
There are no ongoing investigations by any environmental regulator
and we have had no environmental prosecutions in 2010.
21.9
19.6
18.0
18.4
13.3
9.0
10.9
Target
LANDFILL
RECYCLING
Excludes sales from direct deliveries
Geoff Cooper
Chief Executive
22 February 2011
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HEALTH & SAFETy
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
Health & safety (‘H&S’) is a Group priority, integrated into everything
we do, from the Group Board to every colleague in every branch, store,
warehouse and office. Our underlying philosophy is that all injuries are
avoidable, however, we do not under-estimate the challenge of achieving
this in a group that now includes almost 1,800 branches and 20,000
colleagues making in excess of 8 million deliveries per annum. We aim
to be industry leaders in our sector for the reduction and elimination of
injuries.
During 2010, we continued improving our standards, with the leaders
in each of our businesses continuing to own and drive our Stay Safe
culture change programme. Stay Safe requires effective leadership,
a focus on the eight key risks in our business and the desire to have
everyone return home safely at the end of each working day. We are
still in the early stages of our Stay Safe programme, but we continue to
make considerable progress in achieving our vision of making injuries a
rare occurrence. We are putting considerable emphasis on finding new
ways to engage the colleagues in our branches, to increase their personal
ownership of Stay Safe.
HEALTH & SAFETy PERFORMANCE
AND INITIATIVES
Our 2010 H&S performance continued the improvements started in
2009, with further reductions in both the frequency and severity of lost
time injuries as measured according to industry standards. The group
frequency rate of 9.7 lost time injuries per million hours worked is an 8%
improvement on the 2009 level whilst the group severity rate of 0.156
days lost per thousand hours worked also shows an 8% improvement
on the 2009 level. Despite these overall improvements, we recognise
there is no quick fix to reducing injuries, and that this is very much ‘work
in progress’ to make injuries rare. We intend to further reduce both the
frequency and severity rates over the next five years, by continuing our
focus on high-risk areas, and also by targeting the working behaviour of
our colleagues, customers and suppliers. 2010 saw the launch of the
extremely successful Wickes’ National Delivery Service. This resulted
in a significant change in the risk profile of the Wickes’ stores, and
increased support was provided to counter this. Despite this support, a
few colleagues have suffered injuries in the delivery service in 2010, and
as a result, we only managed to slightly improve both the frequency and
severity rates during the year. We intend to continue with the investment
in training and support for the Wickes delivery service, with the intention
to create the benchmark for safe delivery standards.
External enforcement officer inspections of branches continued to
43
show a favourable improvement in performance and standards, with
numerous complimentary letters received. The Group received no legal
notices in 2010.
EHO NOTICES
2006
No.
2007
No.
2008
No.
2009
No.
2010
No.
Prohibition
Improvement
7
29
8
9
-
8
-
4
-
-
The reductions in 2010, were achieved as a result of numerous initia-
tives under the Stay Safe development programme, led personally by
each business unit management team and supported by the group health
and safety team. The overall theme is one of colleague engagement, with
a focus on improved communication, increased buy-in from colleagues
and personal ownership of Stay Safe with more individual involvement.
Several ongoing themes from 2009 were further supported by new initia-
tives in 2010.
The Stay Safe quarterly newsletter is an important tool in the commu-
nication campaign. It is now incorporated into the group internal maga-
zine, The Bridge, and has introduced personal stories written by branch
colleagues to the circulation of c15,000, as well as the usual mix of
updates on current initiatives or incidents.
Regular presentations and brief-
ings for directors, managers and
all branch colleagues, at in-house
conferences and meetings, on
topics such as enforcement officer
formal interview procedures, Stay
Safe mystery shopper observa-
tions, updated safe systems, safety
bulletins, etc have supported this
communication strategy.
Ongoing
development
and
updating of training programmes,
including new e-learning pack-
ages for controlling contractors
and ‘grabbing’ bulk bags, combined with online quizzes to test learning
following internal briefings has maintained the consistent approach to
communicating with our colleagues. Stay Safe is also an integral part of
all driver Continuing Professional Competence (‘CPC’) training.
‘Keep your feet on the ground’, the initiative introduced at the end of
2009, has gathered momentum during the year, and is a great example
of involving colleagues and developing their own ideas, to increase their
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44
HE A L T H & SA F E T Y RE P O R T
.“THE SIMPLE PRINCIPLES, BEHIND ‘KEEP yOUR FEET ON THE GROUND’, LIKE
MANy OF THE BEST IDEAS, WERE SUGGESTIONS FROM OUR OWN DRIVERS”
personal commitment to the Stay Safe programme. This is centred around
basic vehicle loading and unloading techniques, designed to minimise or
remove the need for the driver to access the vehicle bed. The simple
principles, behind ‘keep your feet on the ground’, like many of the best
ideas, were suggestions from our own drivers.
Continuing this theme, following suggestions from our own drivers,
detailed testing of the lorry mounted crane ‘grab’ and the bulk bags used
for all our loose aggregates, has resulted in a new approach to unloading
bulk bags at the customer site in 2011. As part of the ‘keep your feet on
the ground’ initiative, we are investing in modifications to every crane
‘grab’ so that it can be safely used to actually grab the bulk bag, and
therefore remove the need to climb onto the vehicle bed to attach the bag
to it. To support this Stay Safe programme of modifying over 1,000 crane
‘grabs’, we have produced a short DVD and online quiz to supplement
the safe working procedures for our drivers. This initiative alone should
more than halve the number of times the driver is expected to climb up
onto the vehicle bed.
The Stay Safe communication board and quarterly branch committee
meetings have continued to provide a simple structure to support this
two-way flow of information, updating of risk assessments and discus-
sion of local issues.
To further maintain the momentum of the Stay Safe programme, we
have developed a bespoke training programme for all operational direc-
tors and key senior managers in support functions, based around the
Institution of Occupational Safety and Health (‘IOSH’) Managing Safely
programme, but with additional significant elements added, including
behavioural psychology and safety leadership. This has proven successful
in exploring different personal strategies for achieving culture change,
and is currently being considered as an option to support the Stay Safe
journey for all branch managers.
All businesses devel-
oped their own personal
approach to driving the Stay
Safe programme in 2010,
an example of one approach
in
being
‘Line
the Sand’
engagement
programme. The CCF Board
engaged with all branches
and colleagues to develop the model, which included closing the branch
for an afternoon to hold team meetings to discuss the way forward.
the CCF
Group Supply Chain has added an additional dedicated Health and
Safety advisor to the team, who is assisting in developing H&S initiatives
loSt tiME inJury
FrEQuEncy ratE
Lost time injuries per million
man hours
loSt tiME inJury
SEvErity ratE
Lost time injuries per million
man hours
15
10
5
0
15
10
5
0
15
10
5
0
2008 2009 2010
2008 2009 2010
0.3
0.2
0.1
12
10.6
9.7
GROUP
0 0.24
GROUP
0.17 0.156
2008 2009 2010
7.2
7.2
11
RETAIL
2008 2009 2010
2008 2009 2010
0.12
0.11
0.2
RETAIL
2008 2009 2010
0.3
0.2
0.1
0
0.3
0.2
0.1
11.6
12.5
MERCHANTING
10.9
0 0.24
0.19
0.18
MERCHANTING
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HE A L T H & SA F E T Y RE P O R T
45
Scott Richardson, Sales Assistant
to suit supply chain’s specific requirements. These include their own
interpretation of ‘Keep Your Feet on the Ground’, using supply chain
expertise to assist and develop branch unloading procedures, and
tackling specific supply chain issues such as unloading the ship-
ping containers now regularly received as part of the global sourcing
expansion.
These initiatives and many others across the individual businesses
are increasing the personal ownership of Stay Safe and resulting in the
increasing engagement of colleagues. This has also been recognised
in 2010 by two individual training awards. Stay Safe was commended
by the National Training Awards and also by the IOSH Training Awards.
GROUP PLC AND GROUP TRADING BOARD STAy
SAFE COMMITTEES
Both established committees continue to drive and oversee the ongoing
Stay Safe journey following the format established over the last few
years. Further details of their composition and terms of reference are
available, on the investor centre section of the company website.
Andrew Simon
Chairman, Plc Board Health and Safety Committee
22 February 2011
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46
DIRECTORS
Robert Walker
Geoff Cooper
Paul Hampden Smith
John Carter
CHAIRMAN
Robert Walker (aged 66) was appointed as a non-executive director in September 2009 and succeeded Tim Stevenson as
Chairman after the AGM on 17 May 2010. He is chairman of Americana International Holdings Ltd and a non-executive director
of Tate & Lyle PLC. He has previously been chairman of W H Smith PLC and Williams Lea Group Ltd, and Chief Executive of Severn
Trent Plc and held a number of senior posts with Pepsi Co Inc. He has also been a non-executive director of BAA plc, Signet
Group Plc, Thomson Travel Group Plc, British Car Auctions and Wolseley plc. He is Chairman of the Nominations Committee and
a member of the Remuneration and Health and Safety Committees.
CHIEF EXECUTIVE
Geoff Cooper (aged 56) joined the Company in February 2005 and was appointed Chief Executive on 1 March 2005. He is a
chartered management accountant and worked in management consultancy before joining Gateway (now Somerfield plc) as
Finance Director in 1990. In 1994 he became Finance Director of UniChem plc, subsequently Alliance UniChem plc (which later
became part of Alliance Boots plc), where he was appointed Deputy Chief Executive in 2001. He is non-executive Chairman of
Dunelm Group Plc. He is Chairman of the Executive Committee.
FINANCE DIRECTOR
Paul Hampden Smith (aged 50) is a chartered accountant and joined Sandell Perkins in 1988. Following the merger with Travis
& Arnold, he was appointed regional finance director. In 1992, he became Finance Director of Travis Perkins Trading Company
Limited and was appointed Finance Director of Travis Perkins plc in 1996. He is a non-executive director of Redrow plc.
CHIEF OPERATING OFFICER
John Carter (aged 49) joined Sandell Perkins as a management trainee in 1978. He held a number of regional management
positions, before being appointed Managing Director, Operations in 1996, and a director of Travis Perkins plc in July 2001. He
became Chief Operating Officer in February 2005, and is a member of the Health and Safety Committee.
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D I R E C T O R S
47
Chris Bunker
John Coleman
Philip Jansen
Andrew Simon O.B.E.
NON-EXECUTIVE DIRECTORS
Chris Bunker (aged 64) was appointed as a non-executive director in 2004. He is a chartered management accountant and
was Finance Director of Thames Water plc, from 2000 until March 2004. He was previously Finance Director of Tarmac PLC and
Westland Group PLC. He is a non-executive director of D S Smith Plc and formerly was a non-executive director of Mowlem plc,
Baltimore Technologies plc and Xansa PLC. He is the Senior Independent Director and Chairman of the Audit Committee and a
member of the Nominations and Remuneration Committees.
John Coleman (aged 58) was appointed as a non-executive director in 2005. He is a chartered management accountant and
Chairman of AGA Rangemaster Group plc and Holiday Break plc. He was Chief Executive of House of Fraser plc from 1996
to 2006 and previously Chief Executive of Texas Homecare and of a number of businesses within Burton Group PLC. He is a
member of the Remuneration, Audit and Nominations Committees.
Philip Jansen (aged 44) was appointed as a non-executive director in April 2009. He is Group Chief Executive of Brakes Group.
He has previously been Group Chief Operating Officer and Chief Executive of Europe for Sodexo, Chief Operating Officer of
MyTravel plc and Managing Director, Consumer Division of Telewest Communications PLC. He was also a non-executive director
of the Professional Cricketers’ Association. He has also held senior positions with Procter & Gamble and Dunlop Slazenger Group.
He is a member of the Audit Committee.
Andrew Simon O.B.E. (aged 65) was appointed as a non-executive director in 2006. He is a non-executive director of Finning
International Inc. (Canada), Management Consulting Group plc, SGL Carbon SE (Germany), Exova Group plc, Icon Infrastructure
Management Limited (Guernsey) and British Car Auctions. He was previously Deputy Chairman of Dalkia plc, Chairman and / or
Chief Executive of Evode Group plc and has also held non-executive directorships with Severn Trent Plc, Ibstock PLC, Laporte
Plc, Associated British Ports Holdings PLC, and Brake Bros Holdings Ltd. He is chairman of the Remuneration and Health and
Safety Committees.
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48
COMMITTEES AND
PROFESSIONAL
ADVISERS
CORPORATE
RESPONSIBILITy
STATEMENT
FOR THE YEAR ENDED 3 1 DECEMBER 201 0
The Company has not produced a separate corporate responsibility
statement in the report and accounts since it believes these matters
are sufficiently important to receive the personal attention of individual
directors rather than risking less focus through the exercise of collective
responsibility. Instead full details of those areas normally covered by such
a report are contained either in the reports of the directors responsible for
such matters, or in a separate report, as explained below:
Environment
Environment report on pages 37 to 42
Health & safety
Health & safety report on pages 43 to 45
Supply chain
Chief Operating Officer’s review of the year
Employees
Chief Operating Officer’s review of the year
Community relations Chief Executive’s review of the year
The Board takes into account, environmental, social and governance
matters in its conduct of the Company’s business. The Board believes
that it has adequate information to identify and assess the major environ-
mental, social and governance risks and as part of the system of internal
control receives reports on the risks associated with these matters. The
Board has received briefings on such matters during 2010.
Secretary:
A. S. Pike
Audit Committee:
C. J. Bunker (Chairman), J. Coleman, P. Jansen
Remuneration Committee:
A. H. Simon (Chairman), C. J. Bunker,
J. Coleman, R. Walker
Nominations Committee:
R. Walker (Chairman), C. J. Bunker, J. Coleman
Health and Safety Committee:
A. H. Simon (Chairman), J. P. Carter, R. Walker
Executive Committee:
G. I. Cooper (Chief Executive and Committee Chairman),
J. P. Carter (Chief Operating Officer),
P. N. Hampden Smith (Finance Director),
N. G. Bell (Category Managing Director),
J. Bird (Managing Director, Wickes),
A. J. Davidson (Chairman, Specialist Merchanting),
C. Kavanagh (Group HR Director),
M. R. Meech (Group Property Director),
J. Mescall (Chairman, General Merchanting),
A. S. Pike (Company Secretary & Lawyer),
R. D. Proctor (Supply Chain Director)
Investment Bankers/Advisors:
HSBC Bank plc; Nomura International plc
Corporate Broker:
Citibank; Credit Suisse
Bankers:
The Royal Bank of Scotland plc; Barclays Bank plc
Solicitors:
Slaughter and May, London; Linklaters LLP, London;
Clifford Chance LLP, London; Hewitsons LLP, Northampton
Auditors:
Deloitte LLP, London
Registrars:
Capita Registrars, Huddersfield
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S T A T E M E N T O F P R I N C I P A L R I S K S A N D U N C E R T A I N T I E S
49
STATEMENT OF
PRINCIPAL RISKS
AND UNCERTAINTIES
FO R TH E YEAR ENDED 31 DECEMBER 20 10
A number of factors affect the operating results, financial condition and
prospects of each of the businesses in the Travis Perkins Group. This section
describes risk factors considered by the Directors to be material. However,
these should not be regarded as a complete and comprehensive statement of
all potential risks and uncertainties. Additional risks and uncertainties that are
not presently known to the Directors, or which they currently deem immaterial,
may also have an adverse effect on the Group’s operating results, financial
condition or prospects.
FINANCIAL RISKS
Going Concern
A review of the Group’s business activities, together with the factors likely to
affect its future development, performance and position are set out on pages
14 to 24 of the Chief Executive’s review of the year. The financial position of
the Group, its cash flows, liquidity position and borrowing facilities are shown
in the balance sheet, cash flow statement and accompanying notes in the
financial statements. Further information concerning the Group’s objectives,
policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments and hedging activities; and its
exposures to credit risk and liquidity risk can be found below.
After reviewing the Group’s forecasts and making other enquiries, the
Directors have formed a judgement at the time of approving the financial
statements, that there is a reasonable expectation that the Group and the
Company have adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
In arriving at their opinion the Directors considered the:
● Group’s cash forecast and revenue projections;
● Reasonably possible changes in trading performance;
● Committed facilities available to the Group to early 2013 and covenants
thereon;
● Group’s robust policy towards liquidity and cash flow management; and;
● Group’s abilities to manage its business risks successfully during periods of
uncertain economic outlook and challenging macro economic conditions.
Financial Risk Management
Financial risk management is an integral part of the way the Group is
managed. In the course of its business, the Group is exposed primarily to
liquidity risk, interest rate risk, foreign exchange risk, credit risk, capital risk
and tax risk. The overall aim of the Group’s financial risk management policies
is to minimise potential adverse effects on financial performance and net
assets. The Group manages the principal financial risks within policies and
operating parameters approved by the Board of Directors and does not enter
into speculative transactions.
procedures approved by and monitored by the Board. The policies in respect of
interest and currency hedging, the investment of surplus funds and the quality
and acceptability of financial counterparties were reviewed and re-approved
by the Board during the year.
The treasury department is not a profit centre. Its objectives are to protect
the assets of the Group and to identify and then manage financial risk. In
applying these policies, the Group will utilise derivative instruments, but only
for risk management purposes.
The Board receives monthly reports on cash flows, debt levels and covenant
compliance with comparisons to budgets and forecasts. In addition, all derivative
related activity is reported to the Board at the immediate next board meeting. As
described in the Corporate Governance Report on page 55, the Board receives
regular reports on specific areas of risk. As part of these risk reviews papers are
presented on areas such as budgeting and planning, debt strategy (including
derivative policy) and banking relations and working capital control.
Liquidity and Net Debt (Note 25)
LIquIDITY RIsk
The Group’s policy on liquidity risk is to ensure that sufficient cash is available
to fund on-going operations. The Board manages exposure to liquidity risk
by maintaining adequate facilities to meet the future needs of the business.
Those needs are determined by continuously monitoring forecast and actual
cash flows taking into account the maturity of financial assets and liabilities
included in the balance sheet.
The Group’s principal borrowing facilities are provided by a group of core
relationship banks in the form of a term loan and a revolving credit facility
and by us institutions in the form of us$ denominated notes. The quantum of
committed borrowing facilities available to the Group is reviewed regularly and
is designed to comfortably exceed forecast peak gross debt levels.
LIquIDITY MANAGEMENT
The Group’s treasury team are responsible for monitoring the Group’s short
and medium term liquidity requirements using a combination of annual
budgets which have been analysed on a daily basis using historical trends,
quarterly trading and cash flow re-forecasts and short-term forecasts adjusted
for actual events as they occur. They are then charged with drawing down
sufficient funds to meet those needs whilst minimising borrowing costs and
reducing the incidences of investing surplus funds.
Medium term borrowing and hedging requirements (up to 5 years) are
determined from the Group’s annual budget and three-year plan, which are
prepared to show monthly trading, cash flows and debt requirements for the
entire period, and are updated and approved by the Board each year.
To ensure the Board takes pre-emptive action where necessary, the Group
re-forecasts profits and cash flows on a quarterly basis.
Treasury activities, which fall under the day-to-day responsibility of the
Finance Director, are managed centrally under a framework of policies and
FACILITIEs
The Group has a £1bn syndicated credit facility provided by 14 banks. By 31
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S T A T E M E N T O F P R I N C I P A L R I S K S A N D U N C E R T A I N T I E S
STATEMENT OF
PRINCIPAL RISKS
AND UNCERTAINTIES
FOR THE YEAR ENDED 31 DECE MBE R 2010
December 2010, repayments and the debt buy back referred to on page 33
had reduced the facility to £846m of which £371m is in the form of a fully
drawn amortising term loan, the remainder being a revolving credit facility,
which can be drawn down as required. In addition the Group had access to
£70m of uncommitted overdraft facilities at 31 December 2010.
In early 2006 the Group issued $400m of fixed rate guaranteed unsecured
notes (the ‘Notes’) with a broad range of us financial institutions. The debt
comprises $200m of Notes repayable in 2013 and the remainder in 2016.
At inception, the fixed interest rate net proceeds were swapped into sterling
6-month LIBOR determined variable rate debt.
On 14 December 2010 the Group adopted $125m of fixed rate guaranteed
unsecured notes as part of the Bss acquisition. Whilst $75m of the notes
are due to be repaid in 2013 and $50m in 2016, the Group is currently
determining the future of the notes.
Liquidity headroom is expected to remain high with the term loan due to be
repaid in four £35m tranches in April and October each year, with the balance
falling due in April 2013. The revolving credit facility is available to the Group
until April 2013.
Tranches of the syndicated facility can be drawn down for weekly, monthly,
three monthly and six monthly terms, with the actual duration of draw downs
being dependent upon management’s interest rate expectations. For all of
2010, due to the high differential between 6 month LIBOR and weekly and
monthly LIBOR the Group has drawn funds on a weekly or monthly basis.
COVENANT COMPLIANCE
The Group’s borrowings are subject to covenants set by the lenders. Covenant
compliance is measured semi-annually using financial results prepared under
IFRs extant at 31 December 2007.
The key financial covenants are the ratio of net debt to earnings before
interest tax, depreciation and amortisation ‘EBITDA’ which must be less than
3.5 times, and the ratio of earnings before interest, tax and amortisation
‘EBITA’ to net interest which must be above 3.5 times. At 31 December 2010
the Group achieved a net debt to EBITDA ratio of 1.9x (note 38) and interest
cover of 18.9x (note 10).
In addition to these financial covenants the Group’s borrowing agreements
include general covenants and potential events of default. At the date of this
report there had been no breaches of the financial covenants and the Group
had complied in all other respects with the terms of its borrowing agreements.
Interest Rate and Currency Derivatives (Note 26)
The Group’s policy is to enter into derivative contracts only with members of its
uk banking facility syndicate, provided such counterparties meet the minimum
rating set out in the Board approved derivative policy.
INTEREsT RATE RIsk
One of the principal risks facing the Group is an exposure to interest rate
fluctuations. The Group has borrowed in sterling at floating rates, whilst its
us$ denominated Notes have fixed rates of interest.
The Group’s hedging policy is to generate its preferred interest rate profile,
and so manage its exposure to interest rate fluctuations, through the use of
interest rate derivatives. Currently the policy is to maintain between 33% and
75% of drawn borrowings at fixed interest rates.
The Group has entered into a number of interest rate derivatives designed
to protect it from fluctuating interest and exchange rates on its borrowings. At
the year-end, the Group had ten interest rate derivatives fixing interest rates
on approximately 65% of the Group’s cleared debt. The maturity of the Group’s
derivatives is as follows:
Term
Maturity
Notional value
Vanilla interest rate swaps Amortising May 2011
Vanilla interest rate swaps Bullet
May 2011
Cancellable swap
Bullet
October 2013
£300m
£100m
£50m
CuRRENCY RIsk
Having taken out:
● 3 cross currency swaps and 4 forward contracts, to protect it from exchange
rate fluctuations, in respect of its $400m fixed rate guaranteed unsecured
notes;
● 3 cross currency swaps to protect it from currency fluctuations on the Bss
$125m fixed rate guaranteed unsecured notes;
the Group is not exposed to significant foreign exchange risk.
Whilst the majority of purchases of goods and services are invoiced in
sterling, goods acquired from overseas either directly from manufacturers
or through uk based distributors continue to increase. Overseas originated
purchases currently approximate to 4% of group purchases and so adverse
movements in sterling, could, to the extent they cannot be passed on to
customers, affect profitability.
The Group settles its currency related trading obligations using a
combination of currency purchased at spot rates and currency bought in
advance on forward contracts. Its policy is to purchase forward contracts
for between 30% and 70% of its anticipated requirements twelve months
forward. At 31 December 2010 the nominal value of currency contracts, most
of which were $us denominated, was $94m and €8m. At 31 December 2010,
based upon forecast currency requirements for 2011, a us$10c change in
the exchange rate would impact costs, before any corresponding selling price
amendment, by approximately £3m.
Credit Risk
FINANCING
Credit risk refers to the risk that a counterparty will default on its contracted
obligations resulting in loss to the Group. It arises on financial instruments
such as trade receivables, short-term bank deposits, banking facilities, interest
rate derivatives and foreign currency hedging transactions. To reduce the risk
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51
STATEMENT OF
PRINCIPAL RISKS
AND UNCERTAINTIES
FO R TH E YEAR ENDED 31 DECEMBER 20 10
of loss arising from counterparty default, the Group has a policy of dealing
with credit-worthy counterparties. The Group has policies and procedures to
ensure that customers have an appropriate credit history and that account
customers are given credit limits appropriate to their circumstances, which
are regularly monitored.
The Group does not have any significant credit risk exposure to any single
counterparty or any group of counterparties having similar characteristics
(other than banks providing banking facilities, interest rate derivatives and
cross currency swaps). The Group defines counterparties as having similar
characteristics if they are connected entities. The credit risk in liquid funds and
derivative financial instruments is limited because the counterparties used are
banks with high credit-ratings assigned by international credit-rating agencies.
At the year-end, the Group had open currency hedging contracts with four
banks, open interest rate derivative contracts with 6 banks and had 14 banks
within its banking syndicate. There were 18 companies holding the Travis
Perkins us$ denominated Notes, of which the largest held 21% by value
(11 held the Bss us$ denominated Notes of which the largest held 15% by
value). All currency hedging contracts and swaps are held with members of
the banking syndicate.
On 22 February 2010, the Group’s banking counterparties had ratings of:
Number
Rating of banks
No.
Amount of
UK Bank
Facilities
£m
AA+ to AA-
A+ to A-
Below A-
Not rated
7
4
2
1
£398m
£378m
£77m
£4m
Notional
Value of
Interest Rate
Derivatives
£m
£220m
£230m
-
-
Notional
Value of Cross
Notional
Value of
Currency Currency
Swaps Forwards
£m
$m
£87m
£139m
£14m
-
£45m
£10m
£18m
-
CusTOMER CREDIT
Within the Group’s trade businesses, one of the key aspects of service is
the provision of credit to customers, with the Group carrying the associated
credit risk.
Trade receivables consist of a large number of customers, none of which
represents more than 1% of sales, spread across diverse industries and
geographical areas. However, the nature of the industry is such that there is a
risk that some of these customers will be unable to pay outstanding balances.
Ongoing evaluation of the financial condition of accounts receivable and
reviews of the total credit exposure to all customers is performed monthly,
using external credit risk services where necessary. Increased credit levels
are approved by both operational and financial management with personal
guarantees being obtained, where appropriate, before credit is advanced.
Whilst day-to-day credit control is the responsibility of the centrally based
teams, the Group also operates an in-house debt recovery team, headed by a
qualified solicitor that is responsible for recovering debt that remains unpaid.
The Group does not have credit insurance.
During the recession of 1990/91, the Group experienced bad debt levels
of up to 1.35% of credit sales. Over the past 10 years, the bad debt charge
has averaged below 0.5%. The charge for 2010 was 0.59% of credit sales
(2009: 0.8%).
Debtor days at 31 December 2010 were 55 days (2009: 54 days). An
increase in one debtor day at 31 December would have reduced cash flow
by approximately £7m.
Capital Risk
The Group manages its capital risk by ensuring it has a capital structure
appropriate to the ongoing needs of the business that ensures it remains
within the covenant limits that apply to its banking arrangements. The capital
structure of the Group consists of debt, which includes the borrowings
disclosed in note 25, cash and cash equivalents and equity attributable to
equity holders of the parent, comprising issued capital, reserves and retained
earnings as disclosed in notes 22 to 24.
The capital structure is formally reviewed by the Board as part of its annual
strategy review, but it is kept under review by the Group Finance Director
throughout the year. As necessary, the Company will rebalance its capital
structure through raising or repaying debt, issuing equity or paying dividends.
The Group’s capital structure is aimed at balancing equity and debt in a
way which comfortably maintains the Group’s investment grade status in the
view of its lenders, whilst optimising the efficiency of its finance costs given
that the cost of debt is below the cost of equity. This equates to a maximum
Net Debt/EBITDA target of 2.5 times post any acquisition (against 3.5 times
bank covenant) with the aim of paying down debt down to achieve a 1 times
ratio. For the purposes of this calculation and of setting the target, any pension
related debt, bank debt and the amount of any operating lease commitments
are included (see note 31).
Our current preferred sources of debt financing include bank debt and us
private placement notes. We are regularly reviewing the sources of debt with
the aim of maintaining both diversified sources and diversified maturities.
Tax Risk
The Group seeks to efficiently manage its tax affairs whilst at the same time
complying with the relevant laws and disclosure obligations placed upon it.
However, the complexity of tax legislation means that there will always be an
element of uncertainty when determining its tax liabilities.
To minimise compliance risk the Group utilises qualified in-house expertise
and takes external advice when making judgements about the amount of tax
to be paid and the level of provisions required.
Future tax charges and payments could be affected by changes in legislation
and accounting standards beyond the control of the Group.
Pension Risk
The risks in this area relate to the potential for contributions required to
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STATEMENT OF
PRINCIPAL RISKS
AND UNCERTAINTIES
FOR THE YEAR ENDED 31 DECE MBE R 2010
meet the benefits promised in the final salary schemes rising to a level that
restricts other corporate activity. The schemes’ Trustees and the Group obtain
independent actuarial advice and formal valuations are carried out at least
every three years. The Trustees receive reports on the investment performance
quarterly. The Travis Perkins’ final salary scheme was closed to all new
members in April 2006 and in 2009 pensionable salary inflation was capped
at 3% per annum. The three Bss final salary pension schemes were closed to
new members between October 2001 and October 2003.
The combined accounting deficit at 31 December 2010 on all group
schemes is £28m. The Group currently has arrangements in place to eliminate
the funding deficit on the Travis Perkins defined benefit scheme over a period
of 8 years and on the Bss defined benefit schemes by 2019. Any deterioration
in the schemes’ funding position could impact the Group’s liquidity.
Insurance Risk
The Group has been substantially self-insured since 2001. The nature of
insurance claims is that they frequently take many years to fully crystalise,
therefore the Directors have to estimate the value of provisions to hold in
the balance sheet in respect of historic claims. under the guidance of the
Group’s insurance advisors, the value of incurred claims is estimated using the
Generalised Cape Cod Method.
The provision is determined by deducting the value of claims settled to
date from the estimated level of claims incurred. Whilst the Generalised
Cape Cod Method is an insurance industry standard methodology, it relies
on historic trends to determine the level of expected claims. To the extent
that the estimates are inaccurate, they may be underprovided in respect
of claims, which could result in an adverse effect on the Group’s results of
operations and on cash flows which could adversely affect future prospects
or financial condition.
OThER OPERATIONAL R ISKS
Market Conditions and Competitive Pressures
The Group’s products are sold to tradesmen and retail customers for a
broad range of end uses in the built environment. The performance of the
market is affected by general economic conditions and a number of specific
drivers of construction and DIY activity, including housing transactions, net
disposable income, house price inflation, consumer confidence, interest
rates and unemployment. The Board conducts an annual review of strategy,
which includes an assessment of likely competitor activity, market forecasts
and possible future trends in products, channels of distribution and customer
behaviour. significant events including those in the supply chain that may
affect the Group are monitored by the Executive Committee and reported to
the Board monthly by the Group Chief Executive.
Market trends, particularly in respect of Multi-channel offerings, could
also affect the Group’s performance if they continue to move towards greater
internet purchasing so making traditional branch based operations less
relevant. In addition, competitor activity could affect group performance. These
are tracked on an ongoing basis and reported to the Board each month.
Product Availability and Product Prices
security of supply of products and product quality are monitored by product
category directors in the trade and retail businesses. supplier financial strength,
capacity availability, product quality and service levels are monitored on a
continuous basis. An annual risk assessment with recovery plans is prepared
for the major suppliers across the Group. The Group is not significantly
exposed to one supplier or product type with no supplier accounting for more
than 4% of total goods purchased in 2010. An established qA process is in
place throughout the business.
The ability to pass on price increases to customers is affected by competitor
activity and the economic climate. An inability to raise selling prices could
reduce margins.
The expansion of direct sourcing increases the Group’s reliance on
overseas factories and so exposes the group to greater risk due to both
potential lack of availability and from product quality, which could affect the
reputation of the Group’s brands. The market price of products distributed by
the Group, particularly commodity products, can vary significantly and affect
operating results particularly those sourced from overseas which also may
be impacted by currency fluctuations. To mitigate these potential risks the
Group’s businesses actively take steps to protect themselves from anticipated
price rises and currency fluctuations, invest in quality assurance and maintain
sensible stock levels.
Any restrictions on third party credit insurance available to suppliers could
result in them reducing their own credit exposure to the Group. If this were to
occur, it could adversely affect the Group’s working capital and therefore its
debt levels.
Information Technology and Business Continuity
The operations of the Group depend on a wide range of IT systems operating
efficiently. An IT strategy committee reviews the strategic demands of the
business, resources available to it, performance levels of the key systems and
systems security and prioritises development work. Maintenance is undertaken
on an ongoing basis to ensure the resilience of group systems and escalation
procedures are in place to resolve any performance issues at an early stage.
Our two data centres mirror each other with data processing switched from
one to the other on a regular basis. An IT disaster recovery plan exists and is
tested regularly together with the business continuity plan with arrangements
in place for alternative data sites for both trade and retail businesses. Off-site
back-up routines are in place.
The Group distributes products from 27 central distribution centres in Great
Britain. The loss of any single warehouse through fire or other major incident
could have a material effect on the availability of product in the trade and retail
outlets. Each warehouse has fire detection and alarm systems and a business
continuity plan.
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53
STATEMENT OF
PRINCIPAL RISKS
AND UNCERTAINTIES
FO R THE YEAR ENDED 31 DE CEMBER 2010
Human Resources
The ability to recruit and retain staff at all levels of the Group is an important
driver of our overall performance. salaries and other benefits are benchmarked
annually to ensure that the Group remains competitive. A recruitment toolkit is
available for both trade and retail outlets. A wide-range of training programmes
are in place to encourage staff development and management development
programmes are used to assist those identified for more senior positions. The
Group Human Resources Director monitors staff turnover by job type and
reports to the Board annually. succession plans are established for the most
senior positions within the Group and these are reviewed annually.
Leased Property
The majority of the Group’s branch portfolios are held through leasehold
interests, which are generally subject to periodic rent reviews, lease expiries
and renegotiations. As a result, the Group is susceptible to changes in the
property rental market, such as increases in market rents, which are cost
increases to the Group that they may not be able to pass on to customers
in the form of higher prices. Any such rental increases may negatively affect
the Group’s margins and could have an adverse effect on the Group’s future
prospects, financial condition or results of operations.
The Group has assigned a limited number of leases on surplus properties in
the course of its business, and the Group has acquired businesses, which also
have assigned leases prior to acquisition. In certain circumstances, the Group
may be contingently liable for performance of leasehold and other obligations
relating to the assigned leases. Particularly in the current market environment,
there is a risk of such liability crystallising in the event of the insolvency of, or
other default by, an entity or entities to which a number of the leases on those
properties were assigned.
Acquisitions and Other Expansion
Growth by acquisition continues to be an important part of the long-term
strategy of the Group. significant risk can arise from acquisitions in terms of
the initial valuation, the integration programme and the ongoing management
of the acquisition. Detailed internal analysis of the market position of major
acquisition targets is undertaken and valuations are completed using
discounted cash flow financial models. Independent advisors are used to
comment on the strategic implications and the assumptions in valuation
models for larger acquisitions. A rolling programme of post acquisition audits
is completed and reviewed by the Board each year.
Legislation
The Group is affected, both positively and negatively, by the legislative
environment within which it operates. Planning and building legislation
affects its customers, and consequently the Group, whilst health and safety,
employment, environmental and competition laws together with the rules of
the Financial services Authority and the Listing Rules influence its day-to-
day operations.
The Group has an in-house legal team headed by the Group Company
secretary, which together with health and safety and environmental experts,
monitor changes in legislation that affect the Group and enable it to take timely
action to ensure any impacts are reduced.
Reputation and Litigation
The Group is potentially exposed to litigation, including that related to product
liability, asbestos and environmental pollution or contamination. Where this
relates to a supplier or the actions of third parties, the Group would seek to
pass such liability back to them, but were this not possible it would seek to rely
on its insurance policies.
some Group companies up to the 1970s included asbestos-based products
in their product ranges. On occasions when handling these products, employees
may have been exposed to the potentially harmful effects of asbestos, with the
result that their health may have suffered. Occasionally, the Group receives
a claim for damages from a former employee, or from his or her estate, in
respect of their ill-health. For the majority of cases where liability is proven
against the Group, the claim is paid by the insurers of the employing company
at the time the exposure to asbestos occurred. However, occasionally, where,
due to the passage of time and the lack of records, particularly for companies
subsequently acquired by the Group, it is not possible to identify the insurer,
the Group may be directly liable for settling the claim.
Historically, the level of such claims has not been material either individually
or in aggregate and the Board currently has no reason to believe that the
situation will change. However, if there was a significant increase in the
number of such claims for which insurance cover could not be traced, the
future prospects, financial condition or results of operations of the Group could
be adversely affected.
The Group’s property portfolio includes properties of various ages and a
number of their properties were constructed in areas that have historically
been the subject of commercial or industrial use. It is possible that on-site
pollution or contamination could have been caused by any such previous uses,
or in limited circumstances by current uses, for which the Group could be held
liable. Although the Board is not aware of any relevant liability, claims or actions,
a claim or regulatory action against the Group pollution or contamination could
have a material adverse effect on the Group
Any litigation carries an inherent risk of an adverse outcome. Any successful
product liability, asbestos or environmental claim could have a material
adverse effect on the Group’s future prospects, financial condition or results of
operations. In addition, even if the Group successfully defends any such claim,
claims of this nature could have a negative impact on customer confidence in
the Group’s products and on the Group itself.
Environmental
Failure to operate within the highest environmental standards may reduce the
Group’s profitability if such action causes it to come into conflict with legislative
requirements. Furthermore, with heightened environmental awareness,
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S T A T E M E N T O F P R I N C I P A L R I S K S A N D U N C E R T A I N T I E S
STATEMENT OF
PRINCIPAL RISKS
AND UNCERTAINTIES
FOR THE YEAR ENDED 31 DECE MBE R 2010
companies that fail to meet environmental standards may find their ability to
trade or gain access to capital markets reduced.
The Group has accreditation for its environmental management system to
the IsO 14001 standard. Further details of the Group’s environmental policies
and performance are given in the Environmental report on pages 37 to 42.
However, to mitigate the potential environmental risks, the Group undertakes
comprehensive reviews across all its businesses involving independent
external advisers. External verification of environmental performance is
undertaken and repeated on an annual basis.
Government pressures to reduce carbon emissions may result in significant
changes to the new build and RMI building market. Regulations may drive
substantial changes to the products that are specified by customers, which
could affect the builders merchanting industry if those customers move
towards more direct sourcing from the manufacturers or installers.
Climate
The building materials industry provides customers with products used largely
in construction and RMI. These activities are typically undertaken less during
inclement weather, and, as a result, the Group’s operations are characterised
by weather-affected fluctuations in demand. Prolonged periods of poor
weather can adversely affect the Group’s future prospects, financial condition
and results of operations.
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C O R P O R A T E G O V E R N A N C E
CORPORATE
GOVERNANCE
FO R TH E YEAR ENDED 31 DECEMBER 20 10
55
COMBINED CODE
The London stock Exchange issued the Combined Code on Corporate
Governance (‘the Code’) in 1998 and it was revised most recently in June
2008. section 1 of the Code is applicable to companies. A statement explaining
how the Company has applied the principles and the extent to which it has
complied with the provisions of the Code appears below. The Company will
report on its compliance with the new uk Corporate Governance Code in its
2011 annual report.
The Code contains fourteen main principles of governance, which are
divided into the following four areas:
1. Directors
The Company is controlled through a board of directors, which presently
comprises the Chairman, three executive and four non-executive directors.
Robert Walker (having succeeded Tim stevenson on 17 May 2010) is
Chairman and Geoff Cooper is Chief Executive. Chris Bunker is the senior
Independent Director. John Coleman, Philip Jansen and Andrew simon are
also independent non-executive directors. Appointments of new directors are
made by the Board on the recommendation of the Nominations Committee.
All directors will submit themselves for re-election at least every three years.
The Board has a formal schedule of matters reserved to it and meets at
least ten times a year. It is responsible for overall group strategy, policy on
corporate governance matters, acquisition policy, approval of major capital
expenditure and consideration of significant financial and operational matters.
It monitors the exposure to key business risks and reviews the strategy of
the trading subsidiaries, their annual budgets and progress towards the
achievement of those budgets and their capital expenditure programmes. It
also considers legislative, environmental, health and safety and employment
issues. The Board has approved a written statement of the division of key
responsibilities between the Chairman and the Chief Executive.
The Chairman leads the Board, ensuring that each director is able to make
an effective contribution. He also monitors the information provided to the
Board to ensure it is sufficient, timely and clear, and from time to time, the
Board reviews the adequacy of this information.
The Board held sixteen meetings during 2010, five of which were by
conference telephone call. One meeting dealt with consideration of the
Company’s long-term strategy and seven meetings either included visits
to parts of the Company’s operations or included presentations by senior
executives on their areas of responsibility. Individual visits to operational
sites by non-executive directors also took place. In addition to the regular
board meetings, key financial information is circulated to directors outside
of meetings. The Chairman has regular direct contact with the executive
directors and keeps the non-executive directors informed of material
developments between board meetings. The Chairman held two meetings
during the year with all the non-executive directors, without the executive
directors being present.
All directors have direct access to the Company secretary and may take
independent professional advice in the furtherance of their duties if necessary.
The Company maintains directors & officers’ insurance in respect of the risk
of claims against directors.
The Board has an induction process for new directors, which is facilitated
by the Company secretary. The Chairman ensures that all directors receive
appropriate training on appointment and then subsequently as required,
taking into account the need to update their skills and their knowledge of
the Company’s business. They are also regularly provided with information
on forthcoming legal and regulatory changes and corporate governance
developments, and briefings on the key risks facing the Company, including
those identified in the Corporate Responsibility statement on page 48.
The Board has established five committees: the Audit Committee, the
Remuneration Committee, the Nominations Committee, the Health and safety
Committee and the Executive Committee, which operate within defined
terms of reference, which are available on the Company’s website or may be
obtained from the Company secretary. The minutes of committee meetings
are available to all the directors. The reports of the Audit Committee, Health &
safety Committee, Remuneration Committee and Nominations Committee are
on pages 58 to 60, 43 to 45, 61 to 71 and 72 respectively.
The Executive Committee’s members are listed on page 48. Other
executives are invited to attend from time to time in relation to specific matters.
The principal purpose of the Committee is to assist the executive directors in
the performance of their duties in relation in particular to:
● strategy, operational plans, policies, procedures and budgets;
● The monitoring of operational and financial performance;
● The assessment and control of risk;
● The prioritisation and allocation of resources.
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C O R P O R A T E G O V E R N A N C E
CORPORATE
GOVERNANCE
FOR THE YEAR ENDED 31 DECE MBE R 2010
The number of board and committee meetings attended by each director (in
whole or in part) during the year was as follows:
P
L
C B
O
A
R
D
16
16
16
13
16
16
16
14
16
6
Number of meetings
Attendances:
C. J. Bunker
J. P. Carter
J. Coleman
G. I. Cooper
P. N. Hampden Smith
P. Jansen
A. H. Simon
R. Walker
T. E. P. Stevenson*
* Retired from the Board in May 2010.
R
E
M
U
N
E
R
A
U
D
I
T
A
T
I
O
H
E
A
L
T
N
O
M
I
N
A
T
I
O
N
N
H & S
E
x
E
C
A
F
E
T
y
U
T
I
V
E
4
7
1
3
11
4
-
4
1
4
4
-
4
1
7
-
6
7
1
-
7
7
2
1
-
1
1
-
1
1
1
1
-
3
-
-
-
-
3
3
1
-
11
-
11
11
-
-
-
-
If a director was unable to attend a meeting of the Board or a committee of
which he is a member, the Chairman discussed the meeting papers with him
to obtain his views prior to the meeting.
During the year, the Board undertook an evaluation of its performance and
the performance of its committees and the individual directors. This consisted
of completion of a questionnaire followed by interviews by the Chairman with
each other director and the Company secretary separately. These interviews
formed the basis of a report by the Chairman that was the subject of a
discussion by the Board, which was satisfied that the process showed that the
Board and its committees worked effectively. However, it agreed a number of
measures, all aimed at further improving its performance. The focus of these
measures was on:
●
Ensuring that there was adequate and timely review of succession planning
for the Board, including providing for appropriate diversity among non-
executive board members and for management posts below board level;
Improving the Board’s identification and review of high level risks to the
business;
Enhancing non-executive directors’ knowledge of the Group’s businesses
by arranging for them to ‘mentor’ particular businesses, on a rotating basis.
A board evaluation process will be carried out in 2011, using the services of
an external facilitator. It is the Board’s policy to engage such a facilitator at
least every 3 years.
●
●
the Chairman and
2. Directors’ Remuneration
three
The Remuneration Committee consists of
independent non-executive directors, and meets at least four times a year. Its
responsibilities include remuneration policy, a review of the performance of
executive directors prior to determining their remuneration and the approval
of incentive arrangements, including performance criteria. The remuneration
of the non-executive directors is determined by the Board as a whole, except
that the Remuneration Committee makes a recommendation in respect of the
Chairman’s salary. No director plays a part in the discussion about his own
remuneration.
The Remuneration Report is set out on pages 61 to 71.
3. Accountability and Audit
A review of the performance of the Group’s trading subsidiaries and the
financial position of the Group is included in the reports of the Chief Executive,
the Chief Operating Officer and Finance Director set out on pages 14 to 36.
The Board uses them, together with the Chairman’s statement on pages 12
and 13 to present a full assessment of the Company’s position and prospects.
The Directors’ responsibilities for the financial statements are described on
page 77.
INTERNAL CONTROL
The Board is responsible for the Group’s system of internal control and for
reviewing its effectiveness. In designing the system of internal control,
consideration is given to the significant risks to the business, the probability
of these risks manifesting themselves and the most cost effective means of
controlling them. The system is designed to manage rather than eliminate
risk and therefore can only provide reasonable, and not absolute, assurance
against material misstatement or loss.
The day-to-day operation of the system of internal control has been
delegated to executive directors and senior management, but the effectiveness
of the system is regularly reviewed by the Board in a process that accords with
the Turnbull Guidance. The Board and the Executive Committee receive regular
reports on specific areas of risk and the results of Internal Audit analysis.
If appropriate, these reports include recommendations for improvement in
controls or for the management of those risks. Measures to integrate risk
management processes into the Group’s operations, to extend awareness
of the importance of risk management and to ensure that recommended
improvements are implemented, are regularly reviewed and refreshed. senior
executives are asked, twice a year, to confirm the adequacy of internal controls
in their areas of responsibility, identify any control weaknesses, and to confirm
the accuracy and completeness of information given to the directors and to the
external auditors. This confirmatory process will be extended further through
the management structure in 2011.
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C O R P O R A T E G O V E R N A N C E
CORPORATE
GOVERNANCE
FO R TH E YEAR ENDED 31 DECEMBER 20 10
The Group has systems and procedures in place to manage and control the
risks associated with financial reporting and the preparation of consolidated
accounts. This includes experienced and qualified personnel preparing the
consolidation and review by senior management.
In conjunction with the Audit Committee, the Board has carried out an
annual review of the overall effectiveness of the system of internal control and
risk management procedures, during the year and up until the date of approval
of this annual report.
AuDIT COMMITTEE AND AuDITORs
The report of the Audit Committee is set out on pages 58 to 60.
4. Relations with Shareholders
The Company encourages two-way communication with both its institutional
and private investors and responds promptly to all enquiries received. During
the year the Chairman, the senior Independent Director and the executive
directors, either separately or together, attended a number of meetings with
analysts, and with shareholders representing circa 60% of the issued share
capital. The Chairman and executive directors report to the Board on any
meetings with shareholders or analysts. In addition, written reports about the
Company by analysts or brokers are circulated to all directors.
As well as sending the annual report to shareholders, during the year,
the Company published its interim results on its website, issued two interim
management statements, two further trading updates and sent a circular to
shareholders in July 2010 concerning its proposed acquisition of The Bss
Group plc. All shareholders receive at least twenty working days notice of the
Annual General Meeting at which all directors are available for questions and a
short business presentation takes place. Each substantive issue is the subject
of a separate resolution. The numbers of proxy votes for and against each
resolution are announced at the meeting, after the voting has taken place, and
are subsequently published on the Company’s website.
GOING CONCERN
This matter is dealt with in the statement of Principal Risks and uncertainties
on page 49.
CORPORATE GOVERNANCE COMPLIANCE STATEMENT
The Company is pleased to report that it has complied throughout the year
ended 31 December 2010 with the provisions set out in section 1 of the Code.
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AUDIT
COMMITTEE
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
ROLE OF ThE AUDIT COMMITTEE
The Audit Committee is responsible for:
●
The integrity of the financial statements of the Company and any formal
announcements relating to the Company’s financial performance, and
reviewing significant financial reporting judgments contained therein;
Reviewing the Company’s internal financial controls and, unless expressly
addressed by the Board itself, the Company’s internal control and risk
management systems;
Monitoring and reviewing the effectiveness of the Company’s internal audit
function;
Reviewing the audit plans of the external auditors and for monitoring the
conduct of the audit;
Reviewing the external auditors’ independence and objectivity and the
effectiveness of the audit process, taking into consideration relevant uk
professional and regulatory requirements;
Reviewing the Company’s policy on the engagement of the external
auditors to supply non-audit services, taking into account relevant guidance
regarding the provision of non-audit services by an external audit firm;
Making recommendations to the Board, for a resolution to be put to the
shareholders for their approval in general meeting, in relation to the
appointment and remuneration of the external auditors.
●
●
●
●
●
●
The Audit Committee is required to report its findings to the Board, identifying
any matters in respect of which it considers that action or improvement is
needed, and make recommendations as to the steps to be taken.
The Committee’s full terms of reference are available on the Company’s
website, or on request to the Company secretary.
COMPOSITION OF ThE AUDIT COMMITTEE
Chris Bunker was Chairman and John Coleman and Philip Jansen were
members of the Committee throughout 2010. All members of the Committee
are considered to be independent. The Company secretary, Andrew Pike, is
secretary to the Committee. The Board considers that Chris Bunker has the
recent and relevant financial experience required by the Combined Code (see
also the board profiles on pages 46 and 47).
MEETINGS AND ATTENDANCE
The Committee met four times during 2010 to consider inter alia, the annual
and interim results. Attendance at the meetings is shown on page 56. The
Chairman of the Committee also invited the Group Chairman, the Chief
Executive, the Finance Director, the Chief Operating Officer, the Group
Financial Controller, the Group Head of Business Risk and Assurance and
the external auditors to attend the meetings. When present, the external
auditors and the Group Head of Business Risk and Assurance were given the
opportunity to discuss with the Committee, any matters which they wished
to raise without the presence of management. In addition, during the year,
the Committee Chairman held a number of meetings with the Group Head
of Business Risk and Assurance and with the external auditors, all without
management being present.
MAIN ACTIVITIES OF ThE COMMITTEE
DURING ThE YEAR
At its meeting in February, the Committee reviewed the annual financial
statements of the Company and received reports from the internal auditors on
internal control matters and from the external auditors on the conduct of their
audit, their review of accounting policies, areas of judgment in the financial
statements and their comments on statements concerning risk and internal
control. A similar review was undertaken at its July meeting when the interim
statements were considered. At these and its other meetings the Committee
also reviewed:
●
An evaluation of its work carried out as part of the Board evaluation process
referred to on page 56; the Chairman of the Committee subsequently
reported to the Board on this evaluation;
The Committee’s terms of reference; no changes were recommended to
the Board;
Any comments received on its 2009 report from institutional investor
bodies;
The effectiveness of the system of internal financial control and the system
for monitoring and reporting on risks faced by the Group;
The strategy, staffing, processes and effectiveness of the internal audit
department; minor changes to the terms of reference of that department
were recommended to the Board;
The demands on the Group’s I.T. systems and the constraints imposed by
having different systems in certain parts of the Group;
The status of actions taken in response to recommendations arising from
internal and external audit work;
The operation of the Group’s ‘whistleblowing’ policy;
The policy on engagement of the external auditors for non-audit work, as
referred to below, and its policy on the employment of anyone previously
employed by the external auditor;
The plans presented by the external auditors for conduct of the year-end
audit including terms of engagement, fees and letters of representation;
The plans for the audit of the Bss Group companies at the year end; it was
agreed that due to the close proximity of the acquisition to the year-end, the
existing auditor, PricewaterhouseCoopers, would be retained for this work;
The effectiveness, independence, and objectivity of the external auditors,
taking into account written assurances provided by Deloitte LLP with regard
to its quality and independence controls, and its ethical standards, and the
results of a survey among stakeholders;
The Group’s accounting policies, forthcoming changes to International
Financial Reporting standards and other regulatory changes and various
●
●
●
●
●
●
●
●
●
●
●
●
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FO R TH E YEAR ENDED 31 DECEMBER 20 10
59
guidance notes issued by the Financial Reporting Council;
The Group’s policies and processes for fraud prevention;
The Group’s tax planning.
●
●
No matters of material significance were identified by the auditors during the
year and there were no material audit-related matters that were discussed
with investors.
Two members of the Audit Committee are also members of the Remuneration
Committee. The Audit Committee is satisfied that the Group’s compensation
policies are compatible with a robust control environment and good stewardship
and also that the Committee received sufficient, reliable and timely information
from management to enable it to fulfil its responsibilities.
The key areas of risk and sensitivity, the major accounting policies, and the
principal assumptions with regard to fair values are described in the Report
and notes to the accounts. The Audit Committee reviewed these during the
year, taking into account relevant external advice, and was satisfied that they
were appropriate.
EXTERNAL AUDITORS
The Company places great importance on the effectiveness and independence
of its external auditors and together with them is careful to ensure their
objectivity is not compromised. At its October meeting, the auditors presented
to the Committee their plans for the forthcoming audit together with details of
their proposed fees and how they ensure that their objectivity and independence
are not compromised. These plans reflected a review by the new audit partner
(see below) of the methods used to perform each element of the audit.
Deloitte LLP (or its predecessor firms) a leading international audit
partnership, was first appointed as auditor to Group companies more than
30 years ago. There are no contractual restrictions on the Group with regard
to their appointment. In accordance with professional standards, the partner
responsible for the audit is changed every 5 years, and changed in 2010.
The Committee considers that Deloitte provide a high quality, efficient
and cost effective audit service. Accordingly, following its February 2011
meeting, the Committee recommended to the Board that resolutions be put
to shareholders at the Annual General Meeting for the re-appointment of the
external auditors, and to authorise the Directors to fix their remuneration.
It is the role of the Committee to ensure compliance with the Board’s policy
in respect of services provided by, and fees paid to, the auditors. Audit fees,
which are regularly compared with peer companies by the Committee, are
negotiated by the Finance Director and approved by the Audit Committee.
The policy in relation to other services that could be provided by the external
auditors, which has been approved by the Board, can be summarised
as follows:
General Principles
There is a presumption against the external auditors providing non-audit
services and they should only be selected for such work where its nature
makes it more timely and cost effective to select advisors who have a good
understanding of the Group or the work is of a particularly confidential or
specialist nature. The external auditors should not provide non-audit services
where either the nature of the work or the extent of such services might impair
their independence or objectivity. Any assignment to the external auditors of
non-audit work with a fee over £25,000 requires the approval of the Chairman
of the Committee.
Areas of Work
The policy lists certain non-audit services where it would be usual to engage
the external auditors, such as regulatory reviews and certain tax services,
and those where their engagement is not permitted, such as work that would
conflict with ethical guidance to auditors, or work relating to the design of
financial information systems. The Committee Chairman is consulted in
relation to any proposed work not covered by the list.
Value of Work
Non-audit services require approval as follows:
● up to £5,000 – no formal approval required provided the work is permitted
under the list referred to above;
● £5,000 to £25,000 – Group Finance Director;
● £25,000 to £50,000 – Group Finance Director and Committee Chairman;
● £50,000 and above – Group Finance Director and Committee Chairman
following a competitive tender.
Formal Committee approval is also required if the aggregated level of forecast
fees for non-audit services exceeds 50% of the statutory audit fee.
Reporting
The Group Finance Director reports twice yearly to the Committee on fees for
non-audit services payable to the auditors.
As shown in note 5 to the accounts, during the year the Auditors were
paid £404k (2009: £338k) for audit-related work, and £689k (2009: £522k)
for non-audit work. Of the non-audit fees, £445k related to work required to
be undertaken by the Company’s auditors on the prospectus and associated
reports in respect of the acquisition of The Bss Group plc; the balance of
£244k mainly comprised specialist taxation advice. In accordance with
the Group’s policy on non-audit fees, a project worth £145k was awarded
following a competitive tender, whilst £62k related to work started in 2008.
In view of Deloitte’s detailed understanding of the Group’s operations and
accounting policies, and being mindful of future Auditor reporting obligations,
the Audit Committee decided that it was appropriate for Deloitte to undertake
the non-Bss, non-audit related, work previously described. In addition, £514k
of fees was paid to other accounting firms for non-audit work.
The Committee understands that the total fees paid by the Group to Deloitte
in 2010 amount to less than 0.06% of Deloitte’s uk fee income and considers
that the Auditors independence has not been impaired by the non-audit fees
paid in 2010.
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AUDIT
COMMITTEE
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
INTERNAL AUDIT
As well as its reviews of the internal audit department’s strategy and processes,
as described above, during its meetings in 2010, the Committee received
presentations from the Group Head of Business Risk and Assurance, about
the results of work undertaken by the department, and approved its plans for
work in 2011. The Committee was satisfied with the overall effectiveness of
the department.
OVERVIEW
As a result of its work during the year, and taking into account the result
of the Board and Committee evaluation process described on page 56, the
Committee has concluded that it has acted in accordance with its terms of
reference and has ensured the independence, objectivity and effectiveness of
the external and internal auditors.
The Chairman of the Committee will be available at the Annual General
Meeting to answer any questions about the work of the Committee.
Chris Bunker
Chairman, Audit Committee
22 February 2010
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DIRECTORS’
REMUNERATION
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
INTRODUCTION
This report sets out the Group’s remuneration policies for its directors and
senior executives and describes how those policies are applied in practice.
UNAUDITED INFORMATION
Highlights of 2010:
● stretching annual performance targets exceeded, resulting in bonus
payments being made to our strong management team;
● 25% of annual bonus deferred for three years held in the form of shares;
● same base salary percentage increases applied to all levels, including
executive directors, for the fourth year in succession;
● All employees continue to share in the Group’s success through participation
in short term incentive plans and longer term share plans; and
● Alignment of our CEO’s pension remuneration going forward to fit with the
Company’s pension policy, keeping his fixed pay the same.
Remuneration Committee Chairman’s Statement
In addition to its standard remit, the Remuneration Committee has spent much
time reviewing the pension provision for the group executives affected by
legislation changes as well as keeping an eye on the proposed changes for
2012, which will affect all employees.
Our remuneration principles for all employees remain the same for the
following financial year:
● Remuneration should be competitive and contribute to the delivery of short
and long-term shareholder value;
● Remuneration should contain significant performance related incentive
elements whose proportion increases with seniority;
ensuring that the overall remuneration structure and variable scheme targets
are set so that they do not give rise to any undue risk taking. Further, in
formulating our policy, we consider pay and employment conditions elsewhere
in the Company.
In addition, we encourage our most senior executives to build up a
shareholding in the Company over a five-year period via formal shareholding
guidelines. The target shareholding for the executive directors is 100% of
salary and 50% for our most senior managers. senior executives are aware
that the Remuneration Committee may scale back future long-term incentive
awards for individuals who have not consistently met the target level. share
options which have vested, but not been exercised, count towards this target.
As at 31 December 2010, all three executive directors had a shareholding
valued in excess of their salary guideline, as did all but two of the Group’s top
23 senior managers.
Base Salaries and Benefits
Base salaries are reviewed annually for each director and are normally set
with reference to individual performance, experience and contribution together
with developments in the relevant employment market, internal relativities and
reference to the general economic environment; it is this last point which has
outweighed all others in determining pay awards for 2011.
In line with the majority of employees, the executive directors were awarded
a 2.5% base pay increase in January 2011.This means that for the fourth
successive year the same salary increase percentage has been applied to all
employee levels. In addition to their basic salary, directors receive a benefits
package which includes a car or car allowance (in the case of John Carter and
Paul Hampden smith), private medical insurance, life assurance, an incapacity
benefits scheme and membership of a company pension scheme or a cash
allowance in lieu.
● All employees should share in the success of the Group through participation
From 1 January 2011, the executive directors’ salaries are:
in both annual bonus schemes and longer term share plans.
Maximum bonus awards have been made to our executive directors as a
result of the Group exceeding the stretching targets set for 2010, (which are
described in more detail later in this report) being exceeded. In contrast, the
recession has continued to impact maturing long term incentive plans and,
as anticipated, no awards vested in 2010.
Remuneration Policy for Executive Directors
Our incentive structure is designed to support the Group goal of consistently
outperforming in our markets.
In order to attract, motivate and retain high quality executives to achieve
this goal, we continue to focus our efforts in ensuring that we have the right
mix of fixed and variable pay, with more than 50% of total remuneration being
performance related.
In determining the overall policy for executive remuneration, we consider
all associated risks arising throughout the Company are considered, thereby
£384,400
John Carter
Geoff Cooper
£639,405
Paul Hampden smith £384,400
In respect of pension arrangements, Geoff Cooper agreed upon joining the
Company that he would be pensioned within the defined benefits scheme
on his salary up to the Earnings Cap, and receive a cash allowance on
salary above the Earnings Cap. In 2006, when the Lifetime Allowance was
introduced, he elected to cease being a member of the scheme for further
service accrual, and to receive a cash allowance in lieu. This allowance
was calculated with regard to the cost the Company would have incurred
in providing continuing pension accrual. In contrast, for any executive now
choosing such a cash allowance, the rate is equal to the percentage of salary
payable by the Company to the DC pension plan (25% for executive directors).
Recognising this mismatch and following shareholder consultation, the
excess of Geoff Cooper’s cash allowance over 25% has been consolidated into
salary. Whilst there is no change to the value of his fixed pay, it is recognised
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DIRECTORS’
REMUNERATION
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
that this increases his variable pay opportunity. In making the decision to effect
the change, the Remuneration Committee undertook an independent review of
Geoff Cooper’s position on base and variable pay versus the market (against
the 50-150 FTsE companies) and was satisfied that the position of Geoff
Cooper’s remuneration (at between median and upper quartile) versus this
group of comparator companies is entirely appropriate for a Chief Executive of
his calibre and proven delivery of results. There were no other changes in the
basis of directors’ pension entitlements during the year.
During 2010, Paul Hampden smith and John Carter were both members
of the Group’s defined benefits pension scheme. As described in detail in last
year’s report, increases in defined benefit members’ pensionable salaries after
1 December 2009 were capped at 3% per annum, irrespective of any future
salary increases which may, at some time, exceed 3%. There are no unfunded
pension commitments or similar arrangements for directors.
As a result of the announced changes in the taxation of pensions at April
2011 and April 2012 we anticipate that Paul Hampden smith and John Carter,
together with a number of other senior executives, may choose to cease
accrual in the Group’s pension schemes during 2011. senior executives may
choose to receive a cash allowance in lieu of pension benefits or to have
DC pension contributions up to the level of the Annual Allowance and a cash
allowance above. Where an executive receives a cash allowance in lieu of
pension benefits, this is not taken into account for the purposes of bonuses,
long-term incentives or other benefits.
Annual Bonus
Executive directors are eligible for an annual bonus. The Remuneration
Committee sets targets linked to board approved annual budgets. Maximum
bonus payments are only awarded when performance for the year in question
significantly exceeds the agreed annual budget targets. The maximum bonus
levels remain unchanged for 2011 at 120% of salary for the Chief Executive
and 100% of salary for the Finance Director and the Chief Operating Officer.
2010 Annual Bonus
As a result of the very strong performance of our Merchanting businesses
compared with their competitors, all group financial and individual business
related targets have been exceeded as outlined in the table below.
Consequently, and as a reflection of this sector leading annual performance,
bonus payments at maximum levels have been approved for 2010.
The targets and achievement in relation to the 2010 bonus scheme are below:
Element
Purpose
Annual Bonus
Rewards achievement of annual
financial and personal
performance targets
Performance
measure
EPs
ROC E
Weighting
50%
30%
Personal objectives*
20%
Maximum bonus
target (rights restated)*
Achieved
actual
73.1p
11.2%
20%
77.2p
12.2%
20%
* The main personal objectives which were achieved covered the following areas:
● Market outperformance
● Risk monitoring
● Health and safety
● Pricing strategy
● Global sourcing initiatives
● Category management capability
● supply chain optimisation
● succession
The Remuneration Committee assessed the specific achievements against these objectives by reviewing the detailed measures attached to each one.
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DIRECTORS’
REMUNERATION
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
2011 Annual Bonus
For 2011, there are no changes to the bonus metrics and relative weightings and the potential bonus maxima (as a percentage of salary) remain unchanged,
despite a greater ‘stretch’ in the Group’s targeted financial performance in its annual budget for 2011.
Performance
measure
EPs
ROCE
Individual objectives
Total
Weighting
Maximum
On target
Maximum
On target
CEO Plan
COO / FD Plans
50%
30%
20%
100%
60%
36%
24%
120%
30%
18%
0-24%
48-72%
50%
30%
20%
100%
25%
15%
0-20%
40-60%
Long Term Incentive Plans
As anticipated, the performance measures attached to the long term incentive awards made in 2007 were not achieved, resulting in no awards vesting under
these schemes in 2010. However, reflecting the sector leading performance of the TP Group since 2008, it is likely that there will be partial vesting in 2011 of
the share Matching plan made in 2008. The ‘one off’ Executive share Option scheme awarded to the senior management group in November 2008 is also still
on target to vest in full. The Executive Directors were not included in this award.
Performance Share Plan (‘PSP’)
For 2011, the Remuneration Committee has reviewed the relative weighting for the performance conditions and recalibrated the weighting by increasing the EPs
element. This change is designed to reflect the significant change in the group’s focus due to the Bss acquisition and shareholders’ interests. The Remuneration
Committee believes that the recalibrated weightings are more appropriate for this 2011 award, taking these factors into account.
PSP Element
Rationale
Aggregate cashflow
Relative Total shareholder Return (‘TsR’)
EPs growth
key measure to take account of the importance of cash generation in the current climate
External measure of shareholder value creation
Profits generated for shareholders
Weighting
40%
20%
40%
The targets proposed for 2011 PsP awards are as follows:
EPS – No change to the current EPs growth targets as set out below (the 2010 base year EPs for the 2011 awards will be increased on a ‘perfect foresight’ basis
to reflect the proforma Group 2010 performance including Bss).
EPS Growth
RPI + 10% p.a.
RPI + 3% p.a.
% of EPS element that vests
100%
30%
These targets will continue to prove to be stretching in the current climate.
Relative Total Shareholder Return (‘TSR’) – The Company’s TsR will be measured against the TsR of the constituent companies of the FTsE 250 Index,
excluding Investment Trusts.
Travis Perkins plc TSR relative to FTSE 250 Index
% of TSR element that vests
upper quartile (Top 25%)
Median (Top 50%)
straight-line vesting between these points
100%
30%
A three month averaging period at the start and end of the performance period will be used to calculate TsR.
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REMUNERATION
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
Aggregate Cashflow – To reflect the importance of effective working capital
management and of generating cash from assets, three-year aggregate
cash flow targets will apply, based on the Company’s three-year plan. The
Committee will, if appropriate, adjust for the impact of items such as major
capital investments or disposals. The proposed target range for this PsP
element in the 2011 award is £884m – £977m with 0% vesting at less than
£884m and 100% of this element vesting at £977m on a straight line basis.
The Committee will continue to review annually whether the performance
targets and their percentage weightings described above remain appropriate
and challenging, or whether they should be recalibrated taking into account
economic expectations, the industry’s outlook and shareholder interests.
The maximum PsP award level for all executive directors is 150% of basic
salary. However, for awards made in 2010 and those proposed for 2011 the
maximum award is restricted to 120% for the CEO and 100% of salary for the
other executive directors.
Share Matching Scheme
The maximum personal investment in the share Matching scheme in 2011
is 50% of post tax salary. The performance targets for the matching share
awards are based on Cash Return On Capital Employed (‘CROCE’). The targets
for awards planned for 2011 are set by the Remuneration Committee and
determined by the Company’s three-year business plan. 30% of the matching
award (0.6 for 1) vests if the target set is met with a straight line increase
required above target for a 2 for 1 match. The target range planned for the
2011 award is 10.75% – 11.89% where none of the matching award will vest
over the three-year period unless the average CROCE is at least 10.75% and
the whole of the matching award will vest if the average CROCE is 11.89%
or more. The proposed targets for 2011 also take into account the impact
of the Bss acquisition and are considered to be appropriately stretching in
the current environment, with the target range for matching awards being
significantly higher than that attached to the 2010 awards.
All-employee Share Plans
The Company also operates two all employee share schemes; the sharesave
scheme and a share Incentive Plan: the Travis Perkins Buy As You Earn Plan.
Non-executive Directors
The policy of the Board is to recruit non-executive directors of the highest
calibre, with a breadth of skills and experience appropriate for the Company’s
business. Non-executive directors are appointed for a period of three years, at
the end of which the appointment may be renewed by mutual agreement. It is
the Board’s policy that non-executive directors should generally serve for six
years (two three year terms) and that any term beyond this should be subject
to a rigorous review. This review would take into account both the need for
progressive refreshing of the Board, and the particular requirements of the
Company at the time of the possible extension. Non-executive directors do not
have a service contract, but each has received a letter of appointment expiring
on the following dates:
Chris Bunker
John Coleman
Philip Jansen
Andrew simon
Robert Walker
January 2012
February 2014
April 2012
February 2012
september 2012
The letters of appointment will be available for inspection at the Annual
General Meeting.
The remuneration of the non-executive directors is determined by the Board
(in the case of the Chairman, on the recommendation of the Remuneration
Committee). Each non-executive director receives an annual fee. In addition,
Chris Bunker and Andrew simon receive additional fees for, in the case of
the former, the role of senior Independent Director and for chairing the Audit
Committee and, in the case of the latter, for chairing the Remuneration and
Health & safety Committees. During 2010, these fees were subject to an
external benchmarking review as a result of which, from 1 July 2010, annual
fees were increased for the first time since 2007 to the following:
Base fee
£50,000 p.a.
Additional fee for senior Independent Director
£7,000 p.a.
Additional fee for committee chairmanship
£10,000 p.a.
Additional fee for second committee chairmanship
£4,000 p.a.
Non-executive directors do not receive any other benefits and are not
eligible to join a company pension scheme. No compensation is payable
on termination of their employment, which may be without notice from the
Company. They cannot participate in any of the Company’s share schemes.
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DIRECTORS’
REMUNERATION
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
Committee Details
During the year the Committee comprised Andrew simon (Chairman), Chris
Bunker, John Coleman, all of whom are independent non-executive directors
together with Tim stevenson (until his retirement in May 2010) when he was
replaced by Robert Walker. It met 7 times in 2010. Attendance at the meetings
is shown on page 56. The Committee is responsible for the broad policy on
directors’ and senior executives’ remuneration. It determines all aspects of
the remuneration packages of the executive directors and reviews, with the
Chief Executive, the remuneration packages of other senior executives. It also
oversees the administration of the share schemes. The Committee’s terms of
reference, which are available on our website or from the Company secretary,
require it to give due regard to the best practice contained in the Code.
The Committee keeps itself fully informed of relevant developments and best
practice in remuneration matters and seeks advice where appropriate from
external advisors. Hewitt New Bridge street (a trading name of Aon Corporation)
provided advice to the Committee during the year on executive remuneration,
including the proposed incentive scheme in respect of synergies arising
from the Bss acquisition, and also gave an update on trends in executive
remuneration to the Board. Hewitt New Bridge street did not provide other
services to the Company during the year, but another part of AON Corporation
provides insurance broking services. Deloitte LLP also gave some advice on
the Performance share Plan and they also provide audit and taxation services
to the Company. These advisors were appointed by the Committee. In addition,
Geoff Cooper (Chief Executive), Paul Hampden smith (Finance Director), Andrew
Pike (Group Company secretary), Carol kavanagh (Group Human Resources
Director) and stella Girvin (Deputy Company secretary) have assisted the
Committee in its work, but never in respect of their own remuneration.
Total Shareholder Return
As required by the Companies Act, the graph below shows total shareholder return for Travis Perkins’ shares over the last five years, relative to the FTsE 250 Index.
Total shareholder return is defined as a combination of growth in the Company’s share price and dividends paid to shareholders. The FTsE 250 Index has been
chosen as a comparable broad equity market index because the Company has been a member of it for the five year period.
150%
100%
50%
0%
2005
2006
2007
2008
2009
2010
Travis Perkins plc
FTSE 250
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D I R E C T O R S ’
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DIRECTORS’
REMUNERATION
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
AUDITED INFORMATION
Contracts of Executive Directors
Each of the executive directors has a service contract, the date of which is shown below, which will be available for inspection at the Annual General Meeting. These
contracts provide for six month’s notice from the directors and 12 month’s notice from the Company. They do not specify any particular level of compensation in
the event of termination or change of control.
6 August 2001
John Carter
1 February 2005
Geoff Cooper
Paul Hampden smith
8 October 1996
It is the Company’s policy to allow each executive director to hold one non-executive directorship in another company (and to retain the fee payable).
Amount of Directors’ Emoluments
Part of each executive director’s remuneration may consist of benefits in kind not payable in cash, such as the provision of a company car, a fuel card, and private
healthcare insurance. No director receives an expense allowance, which is chargeable to tax. Details of directors’ remuneration are set out in the table below.
Executive
Geoff Cooper1
Paul Hampden smith2
John Carter
Non-executive
Chris Bunker
John Coleman
Philip Jansen
Andrew simon
Tim stevenson3
Robert Walker
Basic salary
2010
£’000
2009
£’000
Annual bonus
2010
£’000
2009
£’000
Benefits in kind
2010
£’000
2009
£’000
Total remuneration
2010
£’000
2009
£’000
780
390
375
60
44
44
55
68
162
750
377
363
52
38
28
46
180
25
643
375
375
-
-
-
-
-
-
636
371
371
-
-
-
-
-
-
1
1
31
-
-
-
-
-
-
26
1
29
-
-
-
-
-
-
1,424
766
781
1,412
749
763
60
44
44
55
68
162
52
38
28
46
180
25
1,978
1,859
1,393
1,378
33
56
3,404
3,293
Notes:
1. Highest paid director – Basic salary includes a cash allowance of £244,007 (2009: £231,167) which replaced continuing pension accrual from April 2006. This does not count when
calculating annual bonus and granting share incentives. Geoff Cooper also received, and retained, in 2010, £92,840 (2009: £84,840) in respect of his non-executive chairmanship of
Dunelm Group Plc.
2. Basic salary includes a £13,000 ‘cash for car’ allowance and a £1,500 fuel allowance, which do not count when calculating annual bonus and granting share incentives. Paul Hampden
smith also received, and retained, in 2010, £40,000 (2009: £16,558) in respect of his non-executive directorship of Redrow plc.
3. Retired 17 May 2010.
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67
DIRECTORS’
REMUNERATION
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
Directors’ Pension Entitlements
Pension entitlements of the executive directors during the year were as follows:
John Carter
Paul Hampden smith
Geoff Cooper
Age at 31 December 2010
Accrued pension at 31 December 2009
Accrued pension at 31 December 2010
Increase in accrued pension in 2010
Real increase in accrued pension in 2010
Transfer value of the real increase in accrued pension net of member’s contributions
Value of increase in accrued benefit
Member’s contributions towards pension
Increase in transfer value net of member’s contributions
Transfer value of benefits accrued at 31 December 2009
Transfer value of benefits accrued at 31 December 2010
49
£’000
260
290
30
17
234
268
33
501
4,074
4,608
50
£’000
72
82
10
6
40
74
33
102
1,104
1,239
56
£’000
5
5
-
(5)
-
(5)
-
8
108
116
Notes:
1. Only base salary is pensionable for service from 1 December 2004.
2. Geoff Cooper ceased future accrual on 5 April 2006, but benefits up to that date retain a link to current salary (subject to the Earnings Cap, which applied up to April 2006). This was
cost neutral for the Company.
3. salary sacrifice was introduced for member contributions in April 2006. The figures above include the sacrificed amounts.
4. Any pensions paid on early retirement are subject to abatement.
Travis Perkins’ Share Price Information
Mid-market price at the year end
Highest mid-market price during the year
Average mid-market price during the year
Lowest mid-market price during the year
Directors’ Shareholdings
The Directors’ holdings of ordinary 10p shares of Travis Perkins plc at 31 December 2010 and 2009 were as follows:
Director
Chris Bunker
John Carter
John Coleman
Geoff Cooper
Paul Hampden smith
Philip Jansen
Andrew simon
Robert Walker
Interest
Beneficial owner
Beneficial owner
Beneficial owner
Beneficial owner
Beneficial owner
Beneficial owner
Beneficial owner
Beneficial owner
2010
1,058p
1,058p
817p
665p
2010
No.
11,900
52,062
2,465
165,094
208,883
-
3,400
65,000
2009
852p
880p
592p
229p
2009
No.
11,900
45,510
2,465
135,904
186,593
-
3,400
25,000
Between 31 December 2010 and the date of this report, the only change to the above Directors’ shareholdings is to Paul Hampden smith’s whose shareholding
had increased to 208,907 because of his monthly contribution to the Travis Perkins’ Buy As You Earn Plan.
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D I R E C T O R S ’
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DIRECTORS’
REMUNERATION
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
Share Matching Scheme
Participation by directors is as follows:
Grant date
Geoff Cooper
2 April 2007
1 April 2008
19 May 2009
16 March 2010
Paul Hampden Smith
2 April 2007
1 April 2008
19 May 2009
16 March 2010
John Carter
2 April 2007
19 May 2009
16 March 2010
Outstanding
1 Jan 2010
No.
Granted
during year
No.
Lapsed
during year
No.
Vested
during year
No.
Outstanding
31 Dec 2010
No.
Deferred shares5
Deferred matching shares
Investment matching shares
Investment matching shares
Investment matching shares
Investment matching shares
Deferred shares6
Deferred matching shares
Investment matching shares
Investment matching shares
Investment matching shares
Investment matching shares
Deferred shares6
Deferred matching shares
Investment matching shares
Investment matching shares
Investment matching shares
7,634
7,634
16,031
103,988
157,785
-
5,213
5,213
13,091
72,787
110,450
-
5,213
5,213
10,687
63,974
-
-
-
-
-
-
71,853
-
-
-
-
-
50,296
-
-
-
-
50,296
-
(7,634)
(16,031)
-
-
-
-
(5,213)
(13,091)
-
-
-
-
(5,213)
(10,687)
-
-
7,634
-
-
-
-
-
5,213
-
-
-
-
-
5,213
-
-
-
-
-
-
-
103,988
157,785
71,853
-
-
-
72,787
110,450
50,296
-
-
-
63,974
50,296
Notes:
1. Vesting is on the third anniversary of the grant date.
2. Award/purchase prices (restated for the rights issue) are: 2 April 2007, 1,586p, 1 April 2008, 840p, 19 May 2009, 553p, 16 March 2010, 740p
3. Performance criteria apply. For the share matching shares granted in 2007 which lapsed during 2010 minimum vesting required EPs to exceed inflation by 4% a year. For investment
matching shares granted in 2008, 2009 and 2010 a condition based on a three year average of cash return on capital employed (‘CROCE’) applies as described on page 64. For 2008
the target range was 11.5% – 12.5%, for 2009 the target range was 6.45% – 8.82% and for 2010 the target range was 7.5% – 9.0%.
4. The share price on the date the deferred shares vested was 835p.
5. The gross gain realised on awards vesting in the year was £50,728.
6. The gross gain realised on awards vesting in the year was £34,640.
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69
DIRECTORS’
REMUNERATION
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
Performance Share Plan
Participation by directors is as follows:
Grant date
Geoff Cooper
5 March 2008
23 June 2009
5 March 2010
Paul Hampden Smith
5 March 2008
23 June 2009
5 March 2010
John Carter
5 March 2008
23 June 2009
5 March 2010
Outstanding
1 Jan 2010
No.
Granted
during year
No.
Outstanding
31 Dec 2010
No.
73,015
131,289
-
42,591
76,585
-
42,591
76,585
-
-
-
92,437
-
-
53,921
-
-
53,921
73,015
131,289
92,437
42,591
76,585
53,921
42,591
76,585
53,921
Notes:
1. Vesting is on the third anniversary of the grant date.
2. Award prices (restated for the 2009 rights issue) are: 5 March 2008, 850p, 23 June 2009, 473p, 5 March 2010, 695.5p.
3. Performance criteria apply. For performance shares granted in 2008 and 2009, vesting is at 33 1/3% if EPs exceeds inflation by 3% a year, pro rata between 100% & 33 1/3% if EPs
exceeds inflation by between 3% and 10%, and 100% if EPs exceeds inflation by 10%. Performance conditions for the 2010 award are: vesting is at 30% if EPs exceeds inflation by
3% a year, TsR is in top 50% and Aggregate Cashflow is at least £470m, vesting is at 100% if EPs exceeds inflation by 10% a year, TsR is in top 25% and Aggregate Cashflow is at
least £520m. There is straight line vesting between these points.
Deferred Share Bonus Plan
Participation by directors is as follows:
Grant date
Geoff Cooper
5 March 2008
3 March 2010
Paul Hampden Smith
5 March 2008
3 March 2010
John Carter
5 March 2008
3 March 2010
Outstanding
1 Jan 2010
No.
Granted
during year
No.
Outstanding
31 Dec 2010
No.
13,564
-
7,743
-
7,743
-
-
19,862
-
11,586
-
11,586
13,564
19,862
7,743
11,586
7,743
11,586
Notes:
1. Vesting is on the third anniversary of the grant date.
2. The award price (restated for the 2009 rights issue) for 5 March 2008 was 998p. For 3 March 2010 the award price was 801.1667p.
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D I R E C T O R S ’
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DIRECTORS’
REMUNERATION
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
Share Award for John Carter
Grant date
10 November 2009
Outstanding
1 Jan 2009
No.
47,612
Granted
during year
No.
-
Outstanding
31 Dec 2010
No.
47,612
Notes:
1. The one off Award structured as a nil cost share option was made following consultation with principal shareholders in 2009.
2. The Award vests in equal tranches after completion of years four five and six, the first year being 2009.
3. The performance conditions are linked to agreed procurement improvement initiatives agreed annually together with delivery of John Carter’s objectives as part of Travis Perkins’
strategic plan.
Executive Share Options
Participation by directors in the 2001 Executive share Option scheme is as follows:
Outstanding
1 Jan 2010
No.
Lapsed
during year
No.
Outstanding
31 Dec 2010
No.
Exercise price
Exercise period
Geoff Cooper
Paul Hampden Smith
John Carter
17,980
64,399
49,923
39,368
51,994
23,787
10,489
39,444
37,296
41,594
22,058
10,487
39,444
-
(64,399)
-
-
-
-
-
(39,444)
-
-
-
-
(39,444)
17,980
-
49,923
39,368
51,994
23,787
10,489
-
37,296
41,594
22,058
10,487
-
1,320p
1,553p
596p
845p
841p
1,033p
1,320p
1,553p
845p
841p
1,033p
1,320p
1,553p
Anytime until 31/3/15
Anytime until 3/7/11
Anytime until 9/4/12
Anytime until 10/4/13
Anytime until 15/3/14
Anytime until 31/3/15
Anytime until 9/4/12
Anytime until 10/4/13
Anytime until 15/3/14
Anytime until 31/3/15
Notes:
1. Performance conditions apply. For the grant still to vest, 25% of the options vest at EPs growth of RPI plus 9% and full vesting requires EPs growth plus 15%.
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71
DIRECTORS’
REMUNERATION
REPORT
FO R THE YEA R ENDED 31 DECEMBER 2010
Sharesave Options
Participation by directors in the 2002 Travis Perkins’ sharesave scheme is as follows:
Geoff Cooper
Paul Hampden smith
John Carter
Notes:
1. No performance conditions apply.
2. All options are exercisable from 1 December 2013 to 31 May 2014 at a price of 442p (rights restated).
Outstanding
1 Jan 2010
No.
3,670
3,670
3,670
Outstanding
31 Dec 2010
No.
3,670
3,670
3,670
Share Dilution
At 31 December 2010, shares under grant for executive share schemes over a 10 year period represented 1.48% of issued share capital and shares under grant
for all employee share schemes over the previous 10 years represented 4.31%. There were 6,672,788 (2.76% of issued share capital) unallocated shares and
289,142 allocated shares (0.12%) held in the employee trust.
Shareholders’ Approval
The directors confirm that this report has been drawn up in accordance with the requirements of the Companies Act 2006 and the Combined Code on Corporate
Governance.
The shareholders will be invited to approve the remuneration policy set out in this report at the Annual General Meeting, at which the Chairman of the Committee
will be available to answer any questions.
Approved by the Board and signed on its behalf by:
Andrew Simon
Chairman, Remuneration Committee
22 February 2011
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72
N O M I N A T I O N S C O M M I T T E E R E P O R T
NOMINATIONS
COMMITTEE
REPORT
F OR THE YEA R ENDED 31 DECEMBER 2010
The principal role of the Nominations Committee is to identify and nominate
for Board approval, candidates to fill board vacancies as and when they arise.
It is required to prepare a description of the role, and capabilities required,
for any appointment, and to maintain contact with major shareholders about
appointments to the Board. It also keeps the structure, size and composition of
the Board under review, and considers succession planning for both executive
and non-executive directors and for other senior executive posts. The terms of
reference of the Committee are available on the Company’s website or from
the Company secretary.
During the year, the Committee members were Tim stevenson (Chairman)
(until his retirement in May 2010 when he was replaced as Chairman by
Robert Walker), together with Chris Bunker and John Coleman, both of whom
are independent non-executive directors.
The Committee met once in 2010, in February, to agree on the scope of a
review of the Group’s succession plans. This review was then the subject of a
meeting of all the non-executive directors in May, which was attended in part
by the Chief Executive and the Group HR Director. Further work was planned
as a result of that meeting which, together with an assessment of succession
plans and capabilities in Bss, will be the subject of a number of Committee
meetings in 2011.
The Chairman of the Nominations Committee will be available at the Annual
General Meeting to answer any questions about the work of the Committee.
Robert Walker
Chairman, Nominations Committee
22 February 2011
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D I R E C T O R S ’
R E P O R T
DIRECTORS’
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
73
The Directors present their annual report and audited accounts for the year
ended 31 December 2010.
PRINCIPAL ACTIVITIES
Travis Perkins is one of the largest builders merchants and home improvement
retailers in the uk. The principal activities of the Group are the sale of timber,
building materials, and plumbing and heating products, and the hiring of tools,
to the building trade, industry generally and the general public, within the
united kingdom. The Directors are not aware, at the date of this report, of any
likely major changes in the Group’s activities in the next year.
BUSINESS REVIEW
A review of the Group’s position, developments and future prospects is
contained in the Chairman’s statement on pages 12 and 13, the Chief
Executive’s review of the year on pages 14 to 24, the Chief Operating Officer’s
review of the year on pages 26 to 30 and the Finance Director’s review of the
year on pages 32 to 36. A review of the Group’s environmental performance
is on pages 37 to 42.
RESULTS AND DIVIDENDS
The Group results for the year ended 31 December 2010 and dividends for the
year ending 31 December 2010 are set out on page 80. If approved, the final
dividend will be paid on 31 May 2011 to those shareholders on the register at
the close of business on 6 May 2011.
BALANCE ShEET AND POST BALANCE ShEET EVENTS
The balance sheet on pages 82 and 83 shows the Group’s financial position.
No significant events have occurred since the balance sheet date.
result of the process described on page 56, Robert Walker, Chairman, confirms
on behalf of the Board that Andrew simon and Philip Jansen continue to be
effective in, and committed to, their roles as non-executive directors.
Directors and officers of the Company are entitled to be indemnified out of
the assets of the Company in respect of any liability incurred in relation to the
affairs of the Company, or any associate company, to the extent the law allows.
In this regard, the Company is required to disclose that under article 140 of
the Company’s Articles of Association, the Directors have the benefit of an
indemnity, to the extent permitted by the Companies Act 2006 against liabilities
incurred by them in the execution of their duties and exercise of their powers.
This indemnity is currently in force. In addition, if proceedings against Directors
are instituted subsequent to any person acquiring control of the Company, the
Company has agreed with each of the Directors that pursuant to article 140 (D)
of the Company’s Articles of Association, the Company shall provide a Director
with funds (subject to certain restrictions) to meet expenditure incurred by that
Director in defending any criminal or civil proceedings.
A copy of the Company’s Articles of Association (which contains this indem-
nity) is available for inspection at the Company’s registered office during normal
business hours and will be available for inspection at (and during the period of
30 minutes prior to) the Company’s forthcoming Annual General Meeting.
None of the directors had an interest in any contract to which the Company
or any of its subsidiaries was a party during the year.
The Company has undertaken to comply with the best practice on approval
of directors’ conflicts of interests in accordance with the Company’s Articles of
Association. under the Companies Act 2006, a director must avoid a situation
where he has, or can have, a direct or indirect interest that conflicts, or possibly
may conflict, with the Company’s interests.
The disclosable interests of Directors at 31 December 2010, including
holdings, if any, of wives and of children aged under 18, were as detailed in
the Directors’ Remuneration Report on pages 67 to 71.
SUBSTANTIAL ShAREhOLDINGS
PRINCIPAL RISKS AND UNCERTAINTIES
A review of the Group’s principal risks and uncertainties are on pages 49 to 54.
As at 22 February 2011, the Company had received notification under the
Disclosure Transparency Rules that the holdings and voting rights exceeding
the 3% notification threshold were as follows:
DIRECTORS AND ThEIR INTERESTS
The names of the Directors at 31 December 2010, together with their
biographical details, are set out on pages 46 and 47. All of those Directors
held office throughout the year. In accordance with the Company’s Articles
of Association, Andrew simon, Philip Jansen and John Carter will retire and,
being eligible, will offer themselves for re-election at the forthcoming Annual
General Meeting. John Carter has a rolling 12 month notice period in his
contract. As non-executive directors, Andrew simon and Philip Jansen do not
have service contracts. In the light of the evaluation of their performances as a
Number
%
Sprucegrove Investment Management Ltd.
Standard Life Investments Ltd.
Morgan Stanley
Legal & General Investment Management Ltd.
Pzena Investment Management LLC
AxA
BlackRock Advisors
13,706,676
12,260,926
9,334,607
8,804,059
8,533,159
8,147,201
7,322,733
5.67
5.07
3.86
3.64
3.53
3.37
3.03
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74
D I R E C T O R S ’
R E P O R T
DIRECTORS’
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
CLOSE COMPANY STATUS
The close company provisions of the Income and Corporation Taxes Act 1988
do not apply to the Company.
EMPLOYEES AND ChARITABLE DONATIONS
statements on these matters are contained in the Chief Executive’s review of
the year on pages 21 and 22, respectively.
Details of the number of employees and related costs can be found in note
7 to the financial statements.
The Company is committed to equality of opportunity and recognises the
benefit of diversity within its workforce. It has an equal opportunities policy
aimed at ensuring that employment decisions are based on ability and
potential regardless of gender, race, colour, ethnic origin or sexual orientation,
age or disability. In particular, applications for employment by disabled persons
are always fully considered, bearing in mind the aptitudes of the person
concerned. In the event of a member of staff becoming disabled, every effort
is made to ensure that their employment with the Group continues and that
appropriate training is arranged. It is the policy of the Company that the
training, career development and promotion of disabled persons should, as far
as possible, be identical to that of other employees.
The Group’s policies and practices have been designed to keep
employees informed on matters relevant to them as employees through
regular meetings and newsletters. Employee representatives are consulted
regularly on a wide range of matters affecting their interests. All employees
with more than three months’ service are eligible to participate in the
Company’s sharesave and Buy as You Earn plans. Details are provided in the
Directors’ Remuneration Report.
POLITICAL DONATIONS
The Group did not give any money for political purposes in the uk nor did
it make any donations to Eu political organisations or incur any Eu political
expenditure during the year.
SUPPLIER PAYMENT POLICY
The Group’s policy is to pay all of its suppliers in accordance with established
terms. Group trade creditors at 31 December 2010 represented 55 days (31
December 2009: 52 days) of average purchases of goods and services. The
Company’s trade creditors at 31 December 2010 represented 30 days (2009:
30 days).
AUDITORS
Resolutions to re-appoint Deloitte LLP as the Company’s auditors and to
authorise the Directors to fix the auditors’ remuneration will be proposed at
the Annual General Meeting.
STATEMENT ON DISCLOSURE OF INFORMATION
TO AUDITORS
Each of the persons who is a director at the date of approval of this report
confirms that:
●
so far as the Director is aware, there is no relevant audit information of
which the Company’s auditors are unaware; and
The Director has taken all reasonable steps that he ought to have taken as
a director in order to make himself aware of any relevant audit information
and to establish that the Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the
provisions of s.418 of the Companies Act 2006.
●
ShARE CAPITAL AND ChANGE OF CONTROL
As at 31 December 2010 the Company had an allotted and fully paid share
capital of 241,701,917 ordinary shares of 10 pence each, with an aggregate
nominal value of 24,170,192 (including shares owned by the employee share
ownership trust). The ordinary shares are listed on the London stock Exchange.
All the shares rank pari passu. The rights and obligations attaching to the
shares are set out in the Company’s Articles of Association. Fully paid shares in
the Company are freely transferable. There are no persons that hold securities
carrying special rights with regard to the control of the Company. Details of
the structure of the Company’s share capital and changes in the share capital
during the year are also included in note 22 to the financial statements.
The Travis Perkins Employee share Ownership Trust owns 6,961,930
shares in the Company (2.88%) for use in connection with the Company’s
share schemes. Any voting or other similar decisions relating to those shares
would be taken by the trustees, who may take account of any recommendation
of the Company.
There are no restrictions on voting rights attaching to the Company’s
ordinary shares. The Company is not aware of any agreements between
holders of securities that may result in restrictions on the transfer of securities
or on voting rights.
The rules governing the appointment and replacement of board members
and changes to the Articles of Association accord with usual English company
law provisions. The powers of the Company’s Directors are set out in the
Company’s Articles of Association. In particular, the Board has the power
to purchase its own shares and is seeking renewal of that power at the
forthcoming Annual General Meeting within the limits set out in the notice of
that meeting.
There are a number of agreements to which the Company is a party that
may take effect, alter or terminate upon a change of control following a
takeover bid. None of these agreements is considered to be significant in the
context of the Company as a whole.
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D I R E C T O R S ’
R E P O R T
DIRECTORS’
REPORT
FO R TH E YEAR ENDED 31 DECEMBER 20 10
75
There are no agreements providing for compensation for Directors or
employees on change of control. As set out in the Directors Remuneration
Report on page 66, service contracts for executive directors do not specify any
particular level of compensation in the event of termination following change
of control of the Company. As noted above, the Company has agreed with
each of the Directors that it shall provide a Director with funds (subject to
certain restrictions) to meet expenditure incurred in defending any criminal or
civil proceedings if such proceedings are instituted subsequent to any person
acquiring control of the Company.
ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at Northampton
Rugby Football Club, Franklin’s Gardens, Weedon Road, Northampton, NN5
5BG on Thursday 26 May 2011 at 11.45 am. A buffet lunch will be available.
In addition to the resolutions to approve the receipt of the Company’s annual
accounts, the declaration of a final dividend, the reappointment of certain
of the Company’s directors and the Company’s auditors and to give the
directors authority to fix the auditors’ remuneration, the following items are
to be proposed at the forthcoming Annual General Meeting, and the Board
recommends that shareholders vote in favour of all resolutions put before the
Annual General Meeting.
Resolution 8: Directors’ Remuneration Report
In accordance with the Directors’ Remuneration Report Regulations 2002, this
resolution seeks shareholders’ approval of the Directors’ Remuneration Report
as set out on pages 61 to 71.
Resolution 9: Renewal of Authority to Allot Shares
Paragraph (a) of this resolution would give the Directors the authority to allot
ordinary shares up to an aggregate nominal amount equal to £8,057,284
(representing 80,572,842 ordinary shares of 10 pence each). This amount
represents approximately one-third of the issued ordinary share capital of
the Company as at 22 February 2011, the latest practicable date prior to
publication of this Notice.
In line with guidance issued by the Association of British Insurers (the
‘ABI’), paragraph (b) of this resolution would give the Directors authority to
allot ordinary shares in connection with a rights issue in favour of ordinary
shareholders up to an aggregate nominal amount equal to £16,114,568
(representing 161,145,685 ordinary shares of 10p each), as reduced by the
nominal amount of any shares issued under paragraph (a) of this resolution.
This amount (before any reduction) represents approximately two-thirds of the
issued ordinary share capital of the Company as at 22 February 2011, the
latest practicable date prior to publication of this Notice. If this authority is
exercised, the Directors intend to follow ABI guidance issued from time to time
(including as to the re-election of directors).
The authorities sought under paragraphs (a) and (b) of this resolution will
expire at the earlier of 30 June 2012 (the last date by which the Company
must hold an annual general meeting in 2012) and the conclusion of the
annual general meeting of the Company held in 2012.
The Directors have no present intention to exercise either of the authorities
sought under this resolution, except, under paragraph (a), to satisfy options
under the Company’s employee share option schemes.
Resolution 10: Limited Authority to Allot Shares for Cash
This resolution would give the Directors the authority to allot ordinary shares
(or sell any ordinary shares which the Company elects to hold in treasury) for
cash without first offering them to existing shareholders in proportion to their
existing shareholdings.
Except as provided in the next paragraph, this authority would be limited
to allotments or sales in connection with pre-emptive offers and offers to
holders of other equity securities if required by the rights of those shares or
as the board otherwise considers necessary, or otherwise up to an aggregate
nominal amount of £1,208,593 (representing 12,085,926 ordinary shares).
This aggregate nominal amount represents approximately 5% of the issued
ordinary share capital of the Company as at 22 February 2011, the latest
practicable date prior to publication of this Notice. In respect of this aggregate
nominal amount, the Directors confirm their intention to follow the provisions
of the Pre-Emption Group’s statement of Principles regarding cumulative
usage of authorities within a rolling 3-year period where the Principles provide
that usage in excess of 7.5% should not take place without prior consultation
with shareholders.
Allotments made under the authorisation in paragraph (b) of resolution 9
would be limited to allotments by way of a rights issue only (subject to the right
of the board to impose necessary or appropriate limitations to deal with, for
example, fractional entitlements and regulatory matters).
The authority will expire at the earlier of 30 June 2012 (the last date by
which the Company must hold an annual general meeting in 2012) and the
conclusion of the annual general meeting of the Company held in 2012. Any
issue of shares for cash will, however, still be subject to the requirements of
the uk Listing Authority.
Resolution 11: Notice of Meetings
under the shareholders’ Rights Regulations 2009, the notice period for
general meetings of a company has been extended to 21 days unless certain
requirements are satisfied. The Company has met the requirements and
accordingly this resolution is proposed to allow the Company to continue to call
general meetings on 14 clear days notice. The Directors believe it is in the best
interests of the shareholders of the Company to preserve the shorter notice
period and accordingly are putting this resolution to the meeting. The shorter
notice period would not be used as a matter of routine for general meetings,
but only where the flexibility is merited by the business of the meeting and is
thought to be to the advantage of shareholders as a whole. The approval will
be effective until the Company’s Annual General Meeting in 2012, when it is
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D I R E C T O R S ’
R E P O R T
DIRECTORS’
REPORT
FOR THE YEAR ENDED 31 DECE MBE R 2010
expected that a similar resolution will be proposed. under the Companies Act
2006 in order to be able to call a general meeting on less than 21 clear days’
notice, the Company must make a means of electronic voting available to all
shareholders.
Resolution 12: Authority to purchase own shares
The authority for the Company to purchase its own shares of 10 pence each
granted at last year’s Annual General Meeting will expire on the date of
the forthcoming Annual General Meeting. The Directors wish to renew this
authority and a special resolution, which is set out in full in the Notice of
Annual General Meeting on page 129, will be proposed at the forthcoming
Annual General Meeting to give the Company the authority to purchase its own
ordinary shares in the market as permitted by the Companies Act 2006. The
authority limits the number of shares that could be purchased to a maximum
of 24,171,853 (representing 10% of the issued ordinary share capital of the
Company as at 22 February 2011) and sets minimum and maximum prices.
This authority will expire no later than 30 June 2012.
The Directors consider that it is in the best interests of the Company to
have available this authorisation, in case of circumstances when it would
be appropriate to use it. They would only use it after consideration of the
effect on earnings per share and the longer term benefit for the Company and
shareholders generally. The fact that such authorisation is being sought should
not be taken to imply that shares would be purchased at any particular price
or indeed at all. Any ordinary shares purchased pursuant to this authority may
either be held as treasury shares or cancelled by the Company, depending on
which course of action is considered by the Directors to be in the best interests
of shareholders at the time.
As at 22 February 2011, there were options over 12,810,861 ordinary
shares in the capital of the Company, (including 1,969,082 Investment
Matching shares, 203,322 Deferred Bonus share Plan shares and 1,474,383
Performance share Plan shares – these are described in the Directors’
Remuneration Report on pages 61 to 71), which represent 5.3% of the
Company’s issued ordinary share capital (excluding any treasury shares). If the
authority to purchase the Company’s ordinary shares were exercised in full,
these options would represent 5.89% of the Company’s issued ordinary share
capital (excluding any treasury shares). As at 22 February 2011, the Company
did not hold any treasury shares in the Company and no warrants over ordinary
shares in the capital of the Company existed.
By order of the Board,
Andrew Pike
Company secretary
22 February 2011
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S T A T E M E N T O F D I R E C T O R S ’
R E S P O N S I B I L I T I E S
77
STATEMENT OF
DIRECTORS’
RESPONSIBILITIES
FO R TH E YEAR ENDED 31 DECEMBER 20 10
The directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.
RESPONSIBILITY STATEMENT
Company law requires the directors to prepare financial statements for
each financial year. under that law the Directors are required to prepare
the group financial statements in accordance with International Financial
Reporting standards (IFRss) as adopted by the European union and Article 4
of the IAs Regulation and have also chosen to prepare the Parent Company
financial statements under IFRss as adopted by the Eu. under company law
the Directors must not approve the accounts unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and of the profit
or loss of the Company for that period. In preparing these financial statements,
International Accounting standard 1 requires that directors:
● Properly select and apply accounting policies;
●
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 IFRss 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
Make an assessment of the Company’s ability to continue as a going
concern.
●
●
We confirm that to the best of our knowledge:
●
●
The financial statements, prepared in accordance with International
Financial Reporting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole; and
The management report, which is incorporated into the directors’ report,
includes a fair review of the development and performance of the business
and the position of the Company and the undertakings included in the
consolidation taken as a whole, together with a description of the principal
risks and uncertainties that they face.
By order of the Board
Geoff Cooper
Chief Executive
22 February 2011
Paul Hampden Smith
Finance Director
22 February 2011
The Directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the united kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
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I N D E P E N D E N T A U D I T O R S ’
R E P O R T
INDEPENDENT AUDITORS’
REPORT TO ThE MEMBERS
OF TRAVIS PERKINS PLC
FOR THE YEAR ENDED 31 DECE MBE R 2010
OPINION ON FINANCIAL STATEMENTS
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 31 December 2010 and of the
Group’s and the Parent Company’s profit for the year then ended;
The financial statements have been properly prepared in accordance with
IFRss as adopted by the European union; 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.
SEPARATE OPINION IN RELATION TO IFRSs AS
ISSUED BY ThE IASB
As explained in note 1 to the group financial statements, the Group in
addition to complying with its legal obligation to apply IFRss as adopted by
the European union, has also applied IFRss as issued by the International
Accounting standards Board (IAsB).
In our opinion the group financial statements comply with IFRss as issued
by the IAsB.
OPINION 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; and
The information given in the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial
statements.
We have audited the financial statements of Travis Perkins plc for the year
ended 31 December 2010 which comprise Group and Parent Company Income
statements, the Group and Parent Company statements of Comprehensive
Income, the Group and Parent Company Balance sheets, the Group and
Parent Company Cash Flow statements, the Group and Parent Company
statements of Changes in Equity and the related notes 1 to 38. The financial
reporting framework that has been applied in their preparation is applicable
law and International Financial Reporting standards (‘IFRss’) as adopted by
the European union.
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.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS
AND AUDITOR
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. Our responsibility is to
audit and express an opinion on the financial statements in accordance with
applicable law and International standards on Auditing (uk and Ireland). Those
standards require us to comply with the Auditing Practices Board’s Ethical
standards for Auditors.
SCOPE OF ThE AUDIT OF ThE FINANCIAL
STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the Group’s and the Parent Company’s circumstances and
have been consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the Directors; and the overall
presentation of the financial statements.
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I N D E P E N D E N T A U D I T O R S ’
R E P O R T
79
INDEPENDENT AUDITORS’
REPORT TO ThE MEMBERS
OF TRAVIS PERKINS PLC
FO R TH E YEAR ENDED 31 DECEMBER 20 10
MATTERS ON WhICh WE ARE RE qUIRED TO REPORT
BY EXCEPTION
We have nothing to report in respect of the following:
under the Companies Act 2006 we are required to report to you if, in our
opinion:
●
●
●
●
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 and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
Certain disclosures of directors’ remuneration specified by law are not
made; or
We have not received all the information and explanations we require for
our audit.
under the Listing Rules we are required to review:
●
The Directors’ statement, contained within statement of principal risks and
uncertanties, in relation to going concern;
The part of the Corporate Governance statement relating to the Company’s
compliance with the nine provisions of the June 2008 Combined Code
specified for our review; and
Certain elements of the report to shareholders by the Board on directors’
remuneration.
●
●
Colin Hudson F.C.A. (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and statutory Auditor
London, united kingdom
22 February 2011
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80
I N C O M E S T A T E M E N T S
INCOME
STATEMENTS
FOR THE YEAR ENDED 31 DECE MBE R 2010
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2009
2010
2010
Pre-exceptional Exceptional
items
items
£m
£m
2009
Pre-exceptional
items
£m
2009
Exceptional
items
£m
Total
£m
Total
£m
2010
TH E GR OuP
Revenue
Notes
4
Operating profit before amortisation 5
Amortisation of intangible assets
Operating profit
Finance income
Finance costs
Profit before tax
Tax
Profit for the year
5
10
10
11
Earnings per ordinary share
12
Basic
Diluted
Total dividend declared
per ordinary share
13
3,152.8
-
3,152.8
2,930.9
-
2,930.9
239.0
(0.2)
238.8
17.5
(39.8)
216.5
(59.8)
156.7
(19.0)
-
(19.0)
-
(0.7)
(19.7)
4.3
(15.4)
220.0
(0.2)
219.8
17.5
(40.5)
196.8
(55.5)
141.3
69.6p
67.2p
15.0p
224.6
-
224.6
5.6
(50.2)
180.0
(46.1)
133.9
32.7
-
32.7
-
-
32.7
(9.2)
23.5
257.3
-
257.3
5.6
(50.2)
212.7
(55.3)
157.4
88.4p
86.2p
-
All results relate to continuing operations. Details of exceptional items are given in notes 5, 8, 10 and 11.
Revenue
Operating profit before exceptional items
Exceptional items
Operating profit after exceptional items
Finance income
Finance costs
(Loss) / profit before tax
Tax
Profit for the year
All results relate to continuing operations.
Notes
4
5
10
10
11
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TH E CO M P A N Y
–––––––––––––––––––––––––
2009
2010
£m
£m
47.2
31.8
(13.4)
18.4
15.5
(42.1)
(8.2)
10.4
2.2
129.3
112.6
-
112.6
4.9
(43.9)
73.6
15.1
88.7
S T A T E M E N T S O F C O M P R E H E N S I V E I N C O M E
81
TH E GR OuP
–––––––––––––––––––––––––
2009
2010
£m
£m
TH E CO M P A N Y
–––––––––––––––––––––––––
2009
2010
£m
£m
141.3
157.4
2.2
88.7
(4.4)
6.8
2.4
15.9
18.3
4.8
(6.7)
16.4
14.7
0.4
15.1
(28.3)
(13.2)
(14.0)
12.5
(14.7)
(4.4)
6.8
2.4
-
2.4
4.8
(2.0)
5.2
7.4
14.7
0.4
15.1
-
15.1
(14.0)
4.6
5.7
94.4
STATEMENTS OF
COMPREhENSIVE
INCOME
FO R TH E YEAR ENDED 31 DECEMBER 20 10
Profit for the year
Cash flow hedges:
(Losses) / gains arising during the year
Transferred to income statement
Actuarial gains / (losses) on defined benefit pension schemes
Movement on cash flow hedge cancellation payment
Tax relating to components of other comprehensive income
Other comprehensive income / (loss) for the year
Total comprehensive income for the year
157.7
142.7
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82
B A L A N C E S H E E T S
BALANCE
ShEETS
As AT 31 DECEM BER 2010
ASSETS
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Derivative financial instruments
Investment property
Interest in associates
Investment in subsidiaries
Loans and receivables
Available-for-sale investments
Deferred tax asset
Total non-current assets
Current assets
Inventories
Trade and other receivables
Derivative financial instruments
Assets held for resale
Cash and cash equivalents
Total current assets
Total assets
TH E GR OuP
–––––––––––––––––––––––––
2009
2010
£m
£m
Notes
TH E CO M P A N Y
–––––––––––––––––––––––––
2009
2010
£m
£m
16
14
15
26
17
18
18
26
18
28
19
26
20
21
526.0
1,690.4
411.5
56.9
0.4
45.7
-
-
1.5
16.4
499.0
1,352.8
162.5
44.7
3.3
31.7
-
-
1.5
12.0
0.1
-
-
0.3
-
52.3
2,697.8
174.4
-
14.7
0.1
-
-
44.7
-
36.3
1,895.1
-
-
9.0
2,748.8
2,107.5
2,939.6
1,985.2
571.6
692.5
0.1
2.3
62.9
312.7
375.4
-
-
347.2
1,329.4
1,035.3
-
208.4
0.1
-
12.4
220.9
-
50.8
-
-
317.0
367.8
4,078.2
3,142.8
3,160.5
2,353.0
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B A L A N C E S H E E T S
BALANCE
ShEETS
As AT 31 DECEMB ER 2010
EQUITY AND LIABILITIES
Capital and reserves
Issued capital
share premium account
Merger reserve
Other reserve
Hedging reserve
Own shares
Accumulated profits
Total equity
Non-current liabilities
Interest bearing loans and borrowings
Derivative financial instruments
Retirement benefit obligations
Long-term provisions
Amounts due to subsidiaries
Deferred tax liabilities
Total non-current liabilities
Current liabilities
Interest bearing loans and borrowings
unsecured loan notes
Trade and other payables
Derivative financial instruments
Tax liabilities
short-term provisions
Total current liabilities
Total liabilities
83
TH E GR OuP
–––––––––––––––––––––––––
2009
2010
£m
£m
Notes
TH E CO M P A N Y
–––––––––––––––––––––––––
2009
2010
£m
£m
22
24
24
24
24
24
24
25
26
8
27
28
25
25
29
26
27
24.2
471.5
325.9
21.3
(6.9)
(83.4)
1,199.2
20.9
471.2
-
21.3
(12.1)
(83.7)
1,042.8
1,951.8
1,460.4
760.9
4.2
27.9
36.0
-
126.9
955.9
72.3
3.3
999.9
2.5
39.4
53.1
1,170.5
739.1
6.1
43.0
43.7
-
62.8
894.7
71.5
3.8
638.7
-
28.1
45.6
787.7
24.2
470.4
325.9
-
(6.9)
(83.4)
178.7
908.9
686.8
124.7
-
-
1,335.7
-
20.9
470.1
-
-
(12.1)
(83.7)
178.7
573.9
717.1
6.1
-
-
958.5
-
2,147.2
1,681.7
71.9
3.3
26.7
2.5
-
-
74.0
3.8
19.6
-
-
-
104.4
97.4
2,126.4
1,682.4
2,251.6
1,779.1
Total equity and liabilities
4,078.2
3,142.8
3,160.5
2,353.0
The financial statements of Travis Perkins plc, registered number 824821, were approved by the Board of Directors on
22 February 2011 and signed on its behalf by:
Geoff Cooper, Chief Executive
Paul Hampden Smith, Finance Director
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84
84
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I Ty
CONSOLIDATED
STATEMENT OF
ChANGES IN EqUITY
FOR THE YEAR ENDED 31 DECE MBE R 2010
TH E GR OuP
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Issued
share
capital
£m
Merger Revaluation
reserve
reserve
£m
£m
share
premium
account
£m
Hedging
reserve
£m
Retained
earnings
£m
Own
shares
£m
Total
equity
£m
At 1 January 2009
Profit for the year
Cash flow hedge gains
Actuarial losses on defined benefit
pension schemes
unamortised cash flow hedge
cancellation payment
Tax relating to comprehensive income
Total comprehensive income for the year
Issue of share capital
Costs of issuing shares
Realisation of revaluation reserve in
respect of property disposals
Difference between depreciation of assets on
a historical basis and on a revaluation basis
Debit to equity for equity-settled
share based payments
12.3
-
-
-
-
-
-
8.6
-
-
-
-
Profit for the year
Cash flow hedge gains
Actuarial gains on defined
benefit pension schemes
unamortised cash flow hedge
cancellation payment
Tax relating to comprehensive income
Total comprehensive income for the year
Dividends
Issue of share capital
Realisation of revaluation reserve in
respect of property disposals
Difference between depreciation of assets on
a historical basis and on a revaluation basis
Deferred tax rate change
Credit to equity for equity-settled
share based payments
-
-
-
-
-
-
-
3.3
-
-
-
-
179.5
-
-
-
-
-
-
304.9
(13.2)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.3
-
-
325.9
-
-
-
-
-
-
-
-
At 31 December 2009
20.9
471.2
23.8
-
-
-
-
-
-
-
-
(2.1)
(0.4)
-
(17.8)
-
15.1
-
(14.0)
4.6
5.7
-
-
-
-
-
(83.7)
-
-
904.1
157.4
-
1,018.2
157.4
15.1
-
-
-
-
-
-
-
-
-
(28.3)
(28.3)
-
7.9
137.0
-
-
2.1
0.4
(14.0)
12.5
142.7
313.5
(13.2)
-
-
(0.8)
(0.8)
21.3
(12.1)
(83.7)
1,042.8
1,460.4
-
-
-
-
-
-
-
-
(0.2)
(0.2)
0.4
-
-
2.4
-
4.8
(2.0)
5.2
-
-
-
-
-
-
-
-
-
-
-
-
-
0.3
-
-
-
-
141.3
-
141.3
2.4
15.9
15.9
-
(4.7)
152.5
(10.1)
(0.3)
0.2
0.2
-
4.8
(6.7)
157.7
(10.1)
329.5
-
-
0.4
13.9
13.9
At 31 December 2010
24.2
471.5
325.9
21.3
(6.9)
(83.4)
1,199.2
1,951.8
20386.04
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S T A T E M E N T O F C H A N G E S I N E Q U I Ty
85
STATEMENT
OF ChANGES
IN EqUITY
FO R TH E YEAR ENDED 31 DECEMBER 20 10
TH E C O M P A N Y
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Issued
share
capital
£m
share
premium
account
£m
Retained
earnings
£m
Hedging
reserve
£m
Own
shares
£m
Merger
reserves
Total
equity
£m
At 1 January 2009
Profit for the year
Cash flow hedges
Tax relating to comprehensive income
unamortised cash flow hedge
cancellation payment
Total comprehensive income for the year
Issue of share capital
Costs of issuing shares
Credit to equity for equity-settled
share based payments
12.3
178.4
-
-
-
-
-
8.6
-
-
-
-
-
-
-
304.9
(13.2)
-
At 31 December 2009
20.9
470.1
Profit for the year
Cash flow hedges
Tax relating to comprehensive income
unamortised cash flow hedge
cancellation payment
Total comprehensive income for the year
Dividend paid
Issue of share capital
Movement in own shares
Credit to equity for equity-settled
share based payments
-
-
-
-
-
-
-
-
-
-
-
-
3.3
0.3
325.9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(17.8)
-
15.1
4.6
(14.0)
5.7
-
-
-
(83.7)
-
-
-
-
-
-
-
-
87.2
88.7
-
-
-
88.7
-
-
176.4
88.7
15.1
4.6
(14.0)
94.4
313.5
(13.2)
2.8
2.8
(12.1)
(83.7)
178.7
573.9
-
2.4
(2.0)
4.8
5.2
-
-
-
-
-
-
-
-
-
-
-
0.3
-
2.2
-
-
-
2.2
(10.1)
-
(0.3)
2.2
2.4
(2.0)
4.8
7.4
(10.1)
329.5
-
8.2
8.2
At 31 December 2010
24.2
470.4
325.9
(6.9)
(83.4)
178.7
908.9
20386.04
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86
C A S H F L O W S T A T E M E N T S
CASh FLOW
STATEMENTS
FOR THE YEAR ENDED 31 DECE MBE R 2010
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
Operating profit before exceptional items
Adjustments for:
Depreciation of property, plant and equipment
Other non cash movements
Amortisation of intangible fixed assets
Impairment of investment
Losses of associate
Write down of value of investments
Gain on disposal of property, plant, equipment and investments
Operating cash flows before movements in working capital
(Increase) / decrease in inventories
(Increase) / decrease in receivables
Increase in payables
Payments on exceptional items
Payments to the pension scheme in excess of the charge to profits
Cash generated from operations
Interest paid
swap cancellation payment
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Interest received
Acquisition of shares in unit trust and subsidiaries
Proceeds on disposal of property, plant, equipment and investments
Purchases of property, plant and equipment
Interest in associate
Acquisition of businesses net of cash acquired (note 30)
Net cash used in investing activities
Financing activities
Net proceeds from the issue of share capital
swap cancellation receipt
Payment of finance lease liabilities
Repayment of unsecured loan notes
Pension sPV
Decrease in bank loans
Dividends paid
Net cash from financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2010
£m
238.8
57.5
8.0
0.2
-
2.1
-
(11.3)
295.3
(62.3)
(3.2)
112.8
(7.6)
(52.7)
282.3
(25.4)
-
(42.4)
214.5
9.4
-
17.2
(52.6)
(12.5)
(294.9)
(333.4)
0.3
13.7
(1.3)
(0.6)
34.7
(214.1)
(10.1)
(177.4)
(296.3)
347.2
50.9
2009
£m
224.6
58.7
(1.5)
-
0.5
3.2
-
(12.0)
273.5
9.2
12.4
52.3
(2.5)
(25.1)
319.8
(30.5)
(28.7)
(27.3)
233.3
1.5
-
20.8
(28.6)
(12.9)
(1.0)
(20.2)
300.3
-
(1.5)
(0.1)
-
(160.0)
-
138.7
351.8
(4.6)
347.2
20386.04
proof 2
31/03/11
2010
£m
31.8
0.1
2.3
-
-
-
-
-
34.2
-
(125.0)
353.9
(7.8)
-
255.3
(27.5)
-
-
227.8
8.0
-
0.1
(0.2)
(12.5)
(481.6)
(486.2)
0.3
16.3
-
(0.6)
-
(50.0)
(10.1)
(44.1)
(302.5)
313.0
10.5
2009
£m
112.6
0.1
2.1
-
-
-
4.1
-
118.9
-
19.7
308.8
-
-
447.4
(28.9)
(28.7)
-
389.8
1.0
(101.3)
-
-
(12.9)
-
(113.2)
300.3
-
-
(0.1)
-
(160.0)
-
140.2
416.8
(103.8)
313.0
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
87
NOTES TO ThE
FINANCIAL
STATEMENTS
FO R TH E YEAR ENDED 31 DECEMBER 20 10
1. GENERAL INFORMATION
Overview
Travis Perkins plc is a company incorporated in the united kingdom under the
Companies Act 2006. The address of the registered office is given on page
134. The nature of the Group’s operations and its principal activities are set out
in the Chief Executive’s review of the year, the Chief Operating Officer’s review
of the year and the Finance Director’s review of the year on pages 14 to 36.
These financial statements are presented in pounds sterling, the currency
of the primary economic environment in which the Group operates.
Basis of accounting
The financial statements have been prepared in accordance with International
Financial Reporting standards (‘IFRs’) issued by the International Accounting
standards Board. The financial statements have also been prepared in
accordance with IFRs adopted by the European union and therefore the Group
financial statements comply with Article 4 of the Eu IAs Regulations.
Basis of preparation
The financial statements have been prepared on the historic cost basis,
except that derivative financial instruments are stated at their fair value. The
consolidated financial statements include the accounts of the Company and
all entities controlled by the Company (its subsidiaries) (together referred to
as ‘the Group’) from the date control commences until the date that control
ceases. Control is achieved where the Company has the power to govern the
financial and operating policies of an investee entity so as to obtain benefits
from its activities. As such, the results of subsidiaries acquired during the year
are included in the consolidated income statement from the effective date of
acquisition.
In the current financial year, the Group has adopted the following which did
not have a material impact:
● Various amendments to IFRs 2;
● Amendments to various standards arising from annual improvements
issued in April 2009.
At the date of authorisation of these financial statements, the following
standards and Interpretations, which have not yet been applied in these
financial statements, were in issue, but not yet effective:
● Amendment to IFRs 1 (issued January 2010) – Limited exemptions from
comparative IFRs 7 disclosures for first time adopters;
● IAs 24 (revised November 2009) – Related Party Disclosures;
● Amendment to IAs 32 (issued October 2009) – Classification of rights
issues;
● Amendment to IFRIC 14 (issued November 2009) – Prepayments of a
minimum funding requirement.
The Directors anticipate that adoption of these standards and Interpretations
in future periods will have no material impact on the financial statements of
the Group.
Management is currently of the opinion that the Group’s forecasts and
projections, show that the Group should be able to operate within its current
facilities and comply with its banking covenants. The Group is, however,
exposed to a number of significant risks and uncertainties which could impact
on the Group’s ability to meet management’s forecast and projections and
hence its ability to meet its banking covenants.
The Directors believe that the Group has the flexibility to react to changing
market conditions and is adequately placed to manage its business risks
successfully despite the current uncertain economic outlook and challenging
macro economic conditions.
A detailed consideration of going concern, risks and uncertainties is
provided in the statement of Principal Risks and uncertainties on pages 49
to 54.
After making enquiries, the Directors have formed a judgement at the time
of approving the financial statements, that there is a reasonable expectation
that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future. For this reason, they continue
to adopt the going concern basis in preparing the financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in preparing the financial statements
are set out below.
Revenue recognition
Revenue is recognised when goods or services are received by the customer
and the risks and rewards of ownership have passed to them. Revenue is
measured at the fair value of consideration received or receivable and
represents amounts receivable for goods and services provided in the normal
course of business, net of discounts and value added tax. For the Parent
Company, revenue comprises management charges receivable and dividend
income received.
Exceptional items
Exceptional items are those items of income and expenditure that by
reference to the Group are material in size and unusual in nature or incidence,
that in the judgement of the Directors, should be disclosed separately on the
face of the financial statements (or in the notes in the case of a segment)
to ensure both that the reader has a proper understanding of the Group’s
financial performance and that there is comparability of financial performance
between periods.
Items of income or expense that are considered by the Directors for
designation as exceptional items include, but are not limited to, significant
restructurings, onerous contracts, write-downs or impairments of current
and non-current assets, the costs of acquiring and integrating businesses,
gains or losses on disposals of businesses, investments or individual assets,
re-measurement gains or losses arising from changes in the fair value of
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88
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
derivative financial instruments to the extent that hedge accounting is not
achieved or is not effective and pension scheme curtailment gains.
Business combinations and goodwill
All business combinations are accounted for using the purchase method.
The cost of an acquisition represents the cash value of the consideration and/or
the fair value of the shares issued on the date the offer became unconditional.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet
the conditions for recognition under IFRs 3 (2008) are recognised at their fair
value at the acquisition date except that:
● Deferred tax assets or liabilities and liabilities or assets related to employee
benefit arrangements are recognised and measured in accordance with IAs
12 Income Taxes and IAs 19 Employee Benefits respectively;
● Liabilities or equity instruments related to the replacement by the Group of
an acquiree’s share-based payment awards are measured in accordance
with IFRs 2 share-based Payments; and
● Assets (or disposal groups) that are classified as held for sale in accordance
with IFRs 5 Non-current Assets Held for sale and Discontinued Operations
are measured in accordance with that standard.
Goodwill arising on acquisition represents the excess of the cost of acquisition
over the share of the aggregate fair value of identifiable net assets (including
intangible assets) of a business or a subsidiary at the date of acquisition. All
material intangible fixed assets obtained on acquisition have been recognised
separately in the financial statements. Goodwill is initially recognised as an
asset and allocated to cash generating units, then at least annually, is reviewed
for impairment. Any impairment is recognised immediately in the income
statement and is not subsequently reversed, as such, goodwill is stated in the
balance sheet at cost less any provisions for impairment in value.
Goodwill arising on acquisitions before the date of transition to IFRs (1
January 2004) has been retained at the previous uk GAAP amounts subject
to being tested for impairment at that date. Goodwill written off to reserves
under uk GAAP prior to 1998 has not been reinstated and is not included in
determining any subsequent profit or loss on disposal.
Investments in associates
An associate is an entity over which the Group has significant influence, but not
control or joint control through participation in the financial and operating policy
decisions of the investee. The results and assets and liabilities of associates
are incorporated in these financial statements using the equity method of
accounting. Investments in associates are carried in the balance sheet at cost
as adjusted by post acquisition changes in the group’s share of the net assets
of the associate, less any impairment in the value of individual investments.
Assets held for sale
Assets held for sale are measured at the lower of carrying amount and fair
value less costs to sell. Assets are held for sale if their carrying amount will be
recovered through a sale transaction rather than continuing use. This condition
is regarded as met only when the sale is highly probable and the asset is
available for sale in its present condition.
Property, plant and equipment
Property, plant and equipment is stated at cost or deemed cost less
accumulated depreciation and any impairment in value. Assets are depreciated
to their estimated residual value on a straight-line basis over their estimated
useful lives as follows:
● Buildings – 50 years or if lower, the estimated useful life of the building or
the life of the lease
● Plant and equipment – 4 to 10 years
● Freehold land is not depreciated
Assets held under finance leases are depreciated over their expected useful
lives on the same basis as owned assets, or where shorter, the term of the
relevant lease.
The gain or loss arising on the disposal or retirement of an asset is
determined as the difference between the sale proceeds net of expenses and
the carrying amount of the asset in the balance sheet and is recognised in
the income statement. Where appropriate, the attributable revaluation reserve
remaining in respect of properties revalued prior to the adoption of IFRs is
transferred directly to accumulated profits.
Leases
Finance leases, which transfer to the Group substantially all the risks and
benefits incidental to ownership of the leased item, are capitalised at
the inception of the lease at the fair value of the leased asset or, if lower,
at the present value of the minimum lease payments. Lease payments are
apportioned between the finance charges and reduction of the lease liability
so as to achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are charged directly against income. Capitalised
leased assets are depreciated over the shorter of the estimated useful life of
the asset or the lease term. Leases where the lessor retains substantially all the
risks and benefits of ownership of the asset are classified as operating leases.
Operating lease rental payments are recognised as an expense in the
income statement on a straight-line basis over the lease term.
Reverse lease premia and other incentives receivable for entering into
a lease agreement are recognised in the income statement over the life of
the lease.
Intangible assets
Intangible assets identified as part of the assets of an acquired business are
capitalised separately from goodwill if the fair value can be measured reliably
on initial recognition. Intangible assets are amortised to the income statement
on a straight-line basis over a maximum of 20 years except where they are
considered to have an indefinite useful life. In the latter instance they are
reviewed annually for impairment.
Investment properties
Investment properties, which are held to earn rental income or for capital
appreciation or for both, are stated at deemed cost less depreciation.
Properties are depreciated to their estimated residual value on a straight-line
basis over their estimated useful lives, up to a maximum of 50 years.
Rental income from investment property is recognised in the income
statement on a straight-line basis over the term of the lease.
Impairment of tangible and intangible assets excluding goodwill
The carrying amounts of the Group’s tangible and intangible assets are
reviewed at each balance sheet date to determine whether there is any
indication of impairment. If such an indication exists, the asset’s recoverable
amount is estimated and compared to its carrying value. 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 (‘CGu’) to which
the asset belongs. Where the carrying value exceeds the recoverable amount
a provision for the impairment loss is established with a charge being made
to the income statement.
For intangible assets that have an indefinite useful life the recoverable
amount is estimated at each annual balance sheet date.
Impairment losses recognised in respect of a CGu are allocated first to
reduce the carrying amount of any goodwill allocated to the CGu and then to
reduce the carrying amount of the other assets in the unit on a pro-rata basis.
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89
Inventories
Inventories, which consist of goods for resale, are stated at the lower of
average weighted cost and net realisable value. Cost comprises direct
materials and, where applicable, direct labour costs and those overheads that
have been incurred in bringing the inventories to their present location and
condition. Net realisable value is the estimated selling price less the estimated
costs of disposal.
Financial instruments
Financial assets and liabilities are recognised in the balance sheet when the
Group becomes a party to the contractual provisions of the instrument.
Trade receivables
Trade receivables are measured at amortised cost which is carrying amount
less provision for irrecoverable amounts. Allowances for the estimated
irrecoverable amounts are made in the income statement when the receivable
is considered to be uncollectible.
Impairment of financial assets
Financial assets are treated as impaired when in the opinion of the Directors,
the likelihood of full recovery is diminished either by events or change of
circumstance.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an
original maturity of three months or less.
Bank and other borrowings
Interest bearing bank loans and overdrafts, loan notes and other loans are
recognised in the balance sheet at amortised cost. Finance charges associated
with arranging a bank facility are recognised in the income statement over
the life of the facility. All other borrowing costs are recognised in the income
statement in the period in which they are incurred.
Trade payables
Trade payables are measured at amortised cost.
are recognised directly in equity and the ineffective portion is recognised
immediately in the income statement.
For an effective hedge of an exposure to changes in the fair value of a
hedged item, the hedged item is adjusted for changes in fair value attributable
to the risk being hedged with the corresponding entry in the income statement.
For derivatives that do not qualify for hedge accounting, any gains
or losses arising from changes in fair value are taken to the income
statement as they arise.
Derivatives embedded in commercial contracts are treated as separate
derivatives when their risks and characteristics are not closely related to those
of the underlying contracts, with unrealised gains or losses being reported in
the income statement.
The fair value of hedged derivatives is classified as a non-current asset or
non-current liability if the remaining maturity of the hedge relationship is more
than 12 months, otherwise they are classified as current.
Foreign currency forward contracts are not designated effective hedges and
so are marked to market at the balance sheet date, with any gains or losses
being taken through the income statement.
Financial assets and financial liabilities
Financial assets are classified into the following specified categories: financial
assets at ‘fair value through profit or loss’ (‘FVTPL’), ‘available-for-sale’ (‘AFs’)
financial assets and ‘loans and receivables’. The classification depends on the
nature and purpose of the financial assets and is determined at the time of
initial recognition.
Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or
‘other financial liabilities’ and trade and other payables.
The Group has defined the classes of financial assets to be other financial
assets, cash and borrowings and derivative financial instruments.
Financial assets and financial liabilities at FVTPL
Financial assets and financial liabilities are classified as at FVTPL where
the financial asset or the financial liability is either held for trading or it is
designated as FVTPL.
A financial asset or financial liability is classified as held for trading if it:
● Has been acquired principally for the purpose of selling or of disposal in the
near future; or
Foreign currencies
Transactions denominated in foreign currencies are recorded at the rates
ruling on the date of the transaction.
● Is a part of an identified portfolio of financial instruments that the Group
manages together and has a recent actual pattern of short-term profit-
taking; or
At the consolidated balance sheet date, unhedged monetary assets
and liabilities denominated in foreign currencies are translated at the rate
of exchange ruling at that date. Foreign exchange differences arising on
translation are recognised in the income statement.
Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments to hedge its exposure to
interest rate and foreign exchange risks arising from financing activities. The
Group does not enter into speculative financial instruments. In accordance
with its treasury policy, the Group does not hold or issue derivative financial
instruments for trading purposes.
Derivative financial instruments are stated at fair value. The fair value of
derivative financial instruments is the estimated amount the Group would
receive or pay to terminate the derivative at the balance sheet date, taking into
account current interest and exchange rates and the current creditworthiness
of the counterparties.
● Is a derivative that is not designated and effective as a hedging instrument.
Financial assets and financial liabilities at FVTPL are stated at fair value, with
any resultant gain or loss recognised in the income statement unless it is an
effective cash flow relationship. The net gain or loss recognised in the income
statement incorporates any interest earned or paid on the financial asset and
financial liability respectively.
Loans and receivables
Trade receivables and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivables. Loans and receivables are measured at amortised cost using the
effective interest method, less any impairment. Interest income is recognised
by applying the effective interest rate, except for short-term receivables which
applies to all amounts owed to the Group when the recognition of interest
would be immaterial.
Changes in the fair value of derivative financial instruments, that are
designated and effective as hedges of the future variability of cash flows,
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair
20386.04
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90
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
value, net of transaction costs. Other financial liabilities are subsequently
measured at amortised cost using the effective interest method, with interest
expense recognised on an effective yield basis. The effective interest method
is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest is
the rate that exactly discounts estimated future cash payments through the
expected life of the financial liability, or, where appropriate, a shorter period.
Derecognition of financial assets and financial liabilities
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire; or it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred asset, the
Group recognises its retained interest in the asset and an associated liability
for amounts it may have to pay. If the Group retains substantially all the risks
and rewards of ownership of a transferred financial asset, the Group continues
to recognise the financial asset and also recognises a collateralised borrowing
for the proceeds received.
The Group derecognises financial liabilities when, and only when, the
Group’s obligations are discharged, cancelled or they expire.
Taxation
The tax expense represents the sum of the tax currently payable and the
deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income and expense that are taxable or deductible in other
years and it further excludes items which are never taxable or deductible. The
Group’s liability for current tax is calculated using tax rates that have been
enacted or substantially enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit. This is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences
can be utilised. such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
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. Deferred tax is charged
or credited in the income statement, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt with
in equity.
Pensions and other post-employment benefits
For defined benefit schemes, operating profit is charged with the cost of
providing pension benefits earned by employees in the period. The expected
return on pension scheme assets less the interest on pension scheme
liabilities is shown as finance income or as a finance cost within the income
statement.
Actuarial gains and losses arising in the period from the difference
between actual and expected returns on pension scheme assets, experience
gains and losses on pension scheme liabilities and the effects of changes
in demographics and financial assumptions are included in the statement of
recognised income and expense.
Recoverable pension scheme surpluses and pension scheme deficits and
the associated deferred tax balances are recognised in full in the period in
which they occur and are included in the balance sheet.
Obligations for contributions to defined contribution pension plans are
recognised as an expense in the income statement as incurred.
Employee share incentive plans
The Group issues equity-settled share-based payments to certain employees
(long term incentives, executive share options and save As You Earn). These
payments are measured at fair value at the date of grant by the use of
the Black scholes option-pricing model taking into account the terms and
conditions upon which the options were granted. The cost of equity-settled
awards is recognised on a straight-line basis over the vesting period, based on
the Group’s estimate of the number of shares that will eventually vest.
Provisions
A provision is recognised in the balance sheet when the Group has a present
legal or constructive obligation as a result of a past event, and it is probable
that an outflow of economic benefits will be required to settle the obligation.
Provisions are measured at the Directors’ best estimate of the expenditure
required to settle the obligation at the balance sheet date, and are discounted
to present value where the effect is material.
Equity instruments and own shares
The Group has applied the requirements of IFRs 2 – share Based Payments.
In accordance with the transitional provisions, IFRs 2 has been applied to all
grants of equity instruments after 7 November 2002 that were unvested at 1
January 2005.
Equity instruments represent the ordinary share capital of the Group and
are recorded at the proceeds received, net of directly attributable incremental
issue costs.
Consideration paid by the Group for its own shares is deducted from total
shareholders’ equity. Where such shares vest to employees under the terms
of the Group’s share incentive schemes or the Group’s share save schemes or
are sold, any consideration received is included in shareholders’ equity.
Dividends
Dividends proposed by the Board of Directors and unpaid at the period end are
not recognised in the financial statements until they have been approved by
shareholders at the Annual General Meeting.
3. CRITICAL JUDGEMENTS AND KEY SOURCES OF
ESTIMATION AND UNCERTAINTY
These consolidated financial statements have been prepared in accordance
with IFRs as issued by the IAsB. The preparation of financial statements
requires the Directors to make estimates and assumptions about future events
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities. Future events and their effects cannot be
determined with absolute certainty. Therefore, the determination of estimates
requires the exercise of judgement based on various assumptions and
other factors such as historical experience, current and expected economic
conditions. The Directors constantly re-evaluate these significant factors and
make adjustments where facts and circumstances dictate. The Directors
believe that the following accounting policies are critical due to the degree of
estimation required and / or the potential material impact they may have on
the Group’s financial position and performance:
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91
Inventory valuation
Inventories are stated at the lower of cost and net realisable value. Provisions
for excess or obsolete inventory are recorded based upon assumptions about
future demand and market conditions.
The level of inventory provisioning required is sensitive to changes in
the forecast sales of particular products which is dependent on changes in
conditions in the Group’s markets. If changes in actual market conditions are
less favourable than those projected, additional inventory provisions may be
required; similarly if changes in actual market conditions are more favourable
than predicted, it may be possible to release a proportion of the inventory
provision.
Debtor recoverability
The Group provides credit to a significant number of its customers. At each
period end an assessment is made of the extent to which those customers may
not pay amounts due to the Group and a doubtful debt provision is established
accordingly. Determining the likelihood of the Group incurring bad debts
requires the Directors to exercise judgement. To the extent this judgement
ultimately proves to be inaccurate it would change the profit for the period.
Provisions for returns and warranty claims
The products sold by the Group are covered by warranties given to it by the
suppliers from whom the goods are bought. should any of those suppliers
cease to trade then any liabilities for product warranties would rest with the
Group. In such circumstances the Directors would have to estimate the value
of any provision required to meet the obligations of the Group. While the
Directors believe that the Group’s warranty provisions are adequate and that
the judgements applied are appropriate, the ultimate cost of product warranty
could differ significantly from the estimates.
Income taxes
The Group is subject to the income tax laws of the united kingdom. These
laws are complex and subject to different interpretations by taxpayers and
tax authorities. When establishing income tax provisions, the Directors make
a number of judgements and interpretations about the application and
interaction of these laws. Changes in these tax laws or in their interpretation
could impact the Group’s effective tax rate and the results of operations in
a given period.
The process of estimating the Group’s tax position requires an assessment
of temporary differences resulting from differing treatment of items for tax
and accounting purposes. These differences result in the recognition of
deferred tax assets and liabilities. Deferred tax assets are included within the
consolidated balance sheet to the extent that the Directors believe they are
recoverable. In recognising deferred tax assets, the Group considers profit
forecasts including the effect of exchange rate fluctuations on sales and
external market conditions.
Management’s judgement is required in determining the provision for
income taxes, deferred tax assets and liabilities. Deferred tax assets have been
recognised where the Directors believe there are sufficient taxable temporary
differences or convincing other evidence that sufficient taxable profit will be
available in future to realise deferred tax assets. Although the deferred tax
assets which have been recognised are considered realisable, actual amounts
could be reduced if future taxable income is lower than expected. This can
materially affect the Group’s reported net income and financial position.
Goodwill and intangible assets
In testing for impairment, the Directors have made certain assumptions
concerning the future development of the business that are consistent with
its annual budget and three-year plan. Whilst the Directors consider these
assumptions are realistic should these assumptions regarding the growth in
profitability be unfounded then it is possible that the value of goodwill and
intangible assets included in the balance sheet could be impaired. Further
details concerning the impairment of goodwill and intangible assets are given
in note 14.
Pension liabilities
The Group has chosen to adopt assumptions that the Directors believe are
generally in line with the median for comparable companies. If the future
return on equities is lower than anticipated, or if the difference between
actual inflation and the actual increase in pensionable salaries is greater
than that assumed, if long term interest rates were lower than assumed, or if
the average life expectancy of pensioners increases, then the pension deficit
would be greater than currently stated in the balance sheet.
Property leases
The Group is party to a number of leases on properties that are no longer
required for trading. Whilst every effort is made to profitably sub-let these
properties, it is not always possible. Where a lease is onerous to the Group,
a provision is established for the difference between amounts contractually
payable to the landlord and to local authorities and amounts contractually
receivable from the tenant (if any) for the period up until the point it is judged
that the lease will no longer be onerous.
The Directors believe that their estimates, which are based upon the current
state of the uk property market, are appropriate. However, it is possible that
it may take longer to dispose of leases than they anticipate. As a result the
provisions may be understated, but in the opinion of the Directors this is unlikely
to be material.
Insurance provisions
The Group has been substantially self-insured since 2001. The nature of
insurance claims is that they frequently take many years to fully crystallise,
therefore the Directors have to estimate the value of provisions to hold in
the balance sheet in respect of historic claims. under the guidance of the
Group’s insurance advisors, the value of incurred claims is estimated using
the Generalised Cape Cod Method. The provision is determined by deducting
the value of claims settled to date from the estimated level of claims incurred.
Whilst the Generalised Cape Cod Method is an insurance industry standard
methodology, it relies on historic trends to determine the level of expected
claims. To the extent that the estimates are inaccurate the Group may be
underprovided, but in the opinion of the Directors any under-provision is
unlikely to be material.
Fair value adjustments
The Directors are in the process of undertaking a fair value exercise in respect
of assets and liabilities of The Bss Group plc (note 30). In some circumstances
this exercise requires judgements to be made, the accuracy of which will
be determined by the passing of time. As the exercise is incomplete, further
adjustments may be made in the 2011 annual report and accounts.
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92
92
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
4. REVENUE
sale of goods
Management charges
Dividends from subsidiaries
Other operating income
Finance income
5. PROFIT
(a) Operating profit
Revenue
Cost of sales
Gross profit
selling and distribution costs
Administrative expenses
Other operating income
share of results of associate
Operating profit
Exceptional items
Amortisation of intangible assets
Adjusted operating profit
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
3,152.8
-
-
3,152.8
15.4
17.5
3,185.7
2009
£m
2,930.9
-
-
2,930.9
48.8
5.6
2,985.3
2010
£m
-
6.9
40.3
47.2
-
15.5
62.7
2009
£m
-
6.9
122.4
129.3
-
4.9
134.2
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
3,152.8
(2,081.5)
1,071.3
(675.8)
(189.0)
15.4
(2.1)
219.8
19.0
0.2
239.0
2009
£m
2,930.9
(1,944.4)
986.5
(649.8)
(125.0)
48.8
(3.2)
257.3
(32.7)
-
224.6
2010
£m
47.2
-
47.2
-
(28.8)
-
-
18.4
13.4
-
31.8
2009
£m
129.3
-
129.3
-
(16.7)
-
-
112.6
-
-
112.6
Exceptional items
On 14 December 2010 the group acquired 100% of the issued share capital of The Bss Group plc (‘Bss’) for total consideration of £623.9m. As required by IFRs
3 (2008), £13m of costs incurred in making the acquisition and £8.1m of non-fair value charges incurred in respect of assets written out of the opening Bss group
balance sheet have been charged to the income statement as exceptional items and included in administrative expenses. Offset against the exceptional charges
is the release of £2.1m of onerous lease provisions, which were originally established in 2008 as exceptional charges to the income statement. The net total of
exceptional items is £19.0m.
With effect from the 1 December 2009 the Company and the Trustees of the Travis Perkins defined benefits pension scheme agreed to amend the terms of the
scheme to include a cap on future pensionable salary increases of 3% per annum. This was treated as a curtailment event and the resulting exceptional reduction
of £32.7m in the benefit obligation was included in other operating income in 2009.
As required by IFRs 3 (2008) £13.4m of costs incurred in making the acquisition of Bss have been charged to the company income statement as an exceptional
item and included in administrative expenses.
To enable readers of the financial statements to obtain a clear understanding of underlying trading, the Directors have shown the exceptional items separately
in the group income statement.
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
93
5. PROFIT CONTINUED
Operating profit has been arrived at after charging / (crediting):
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
Provisions against inventories
Cost of inventories recognised as an expense
Pension costs in administration expenses
Pension costs in selling and distribution costs
Depreciation of property, plant and equipment
staff costs (see note 7)
Gain on disposal of property, plant and equipment
Rental income
Hire of vehicles, plant and machinery
Other leasing charges – property
Amortisation of intangible assets
Auditor’s remuneration for audit services
2010
£m
5.7
2,075.8
2.9
6.4
57.5
412.5
(11.3)
(4.3)
16.7
137.5
0.2
0.4
2009
£m
(0.4)
1,944.8
2.8
6.2
58.7
360.3
(12.0)
(4.9)
13.6
132.4
-
0.3
During the year the Group incurred the following costs for services provided by the Company’s auditors:
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts
Fees paid to the Company’s auditors for other services:
The audit of the Company’s subsidiaries pursuant to legislation
Other services pursuant to legislation
Other services relating to taxation – advisory
Corporate finance transactions – rights issue
Corporate finance transactions – acquisition of Bss
Other services
2010
£m
-
-
1.3
-
0.1
8.6
-
-
-
-
-
0.1
2009
£m
-
-
0.3
-
0.1
9.1
-
-
-
-
-
0.1
TH E G R OuP
–––––––––––––––––––––––––
2010
£000
108
296
20
216
-
445
8
1,093
2009
£000
104
234
18
85
414
-
5
860
Other services pursuant to legislation includes £10,000 (2009: £9,000) which was paid to the auditors by the Travis Perkins Pension and Dependents Benefit scheme.
A description of the work of the Audit Committee is set out in the Audit Committee report on pages 58 to 60 and includes an explanation of how auditor
objectivity and independence is safeguarded when non-audit services are provided by the auditors.
(b) Adjusted profit before and after tax
Profit before tax
Exceptional items
Amortisation of intangible assets
Adjusted profit before tax
Profit after tax
Exceptional items
Tax on exceptional items
Amortisation of intangible assets
Effect of reduction in corporation tax rate on deferred tax
Adjusted profit after tax
20386.04
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TH E G R OuP
–––––––––––––––––––––––––
2010
£m
196.8
19.7
0.2
216.7
2009
£m
212.7
(32.7)
-
180.0
TH E G R OuP
–––––––––––––––––––––––––
2010
£m
141.3
19.7
(1.9)
0.2
(2.4)
156.9
2009
£m
157.4
(32.7)
9.2
-
-
133.9
94
94
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
5. PROFIT CONTINUED
(c) Adjusted operating margin
Merchanting
–––––––––––––––
2010 2009
£m
£m
Retail
–––––––––––––––
2010 2009
£m
£m
Revenue
2,106.5 1,950.2
1,002.9 980.7
174.1 203.5
58.7
57.0
unallocated
–––––––––––––––
2010 2009
£m
£m
-
-
-
-
Group Pre-Bss
–––––––––––––––
2010 2009
£m
£m
Bss
–––––––––––––––
2009
2010
£m
£m
3,109.4 2,930.9
43.4
232.8 260.5
(10.9)
-
-
-
10.3
-
(32.7)
-
-
0.6
-
-
-
(2.1)
(3.2)
(2.1)
(3.2)
-
-
-
-
-
10.9
-
(32.7)
-
0.2
8.1
184.4 170.8
59.3
57.0
(2.1)
(3.2)
241.6 224.6
(2.6)
Operating profit
share of
associate losses
Amortisation of
intangible assets
Exceptional items
Adjusted segment
result
Adjusted
Group
–––––––––––––––
2010 2009
£m
£m
3,152.8 2,930.9
221.9 260.5
(2.1)
(3.2)
0.2
19.0
-
(32.7)
239.0 224.6
7.58% 7.66%
-
-
-
-
-
-
-
operating margin
8.76% 8.76%
5.91% 5.81%
-
-
7.77% 7.66%
(5.99)%
The segmental results for merchanting and retail are shown in note 6.
6. BUSINESS AND GEOGRAPhICAL SEGMENTS
For management purposes, the Group was, prior to the acquisition of The Bss Group plc, organised into two operating divisions – Merchanting and Retailing,
both of which operate entirely in the united kingdom. Following the acquisition of The Bss Group plc the Group will report a third segment, Bss, which operates
mainly in the united kingdom. As required by IFRs 8 the operating segments are identified on the basis of internal reports about components of the Group that are
regularly reviewed by the Chief Executive to assess their performance. segment profit represents the profit earned by each segment without allocation of share of
losses of associates, finance income and costs and income tax expense.
There are no significant inter-segment sales.
During 2010 and 2009, other than in respect of fair value adjustments and exceptional charges made in respect of Bss assets, there were no impairment losses
or reversals of impairment losses recognised in profit or loss or in equity in any of the reportable segments.
2010
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Consolidated
Merchanting
£m
£m
unallocated
£m
Eliminations
£m
Retail
£m
Bss
£m
Revenue
Result
segment result
share of associate losses
Finance income
Finance costs
Profit before taxation
Taxation
Profit for the year
Segment assets
Segment liabilities
2,106.5
1,002.9
43.4
174.1
58.7
(10.9)
-
-
-
174.1
-
174.1
-
-
-
58.7
-
58.7
-
-
-
(10.9)
-
(10.9)
-
-
(2.1)
17.5
(40.5)
(25.1)
(55.5)
(80.6)
-
-
-
-
-
-
-
-
3,152.8
221.9
(2.1)
17.5
(40.5)
196.8
(55.5)
141.3
2,543.8
1,498.5
1,128.4
308.8
(1,401.3)
4,078.2
(865.6)
(215.3)
(466.1)
(1,980.7)
1,401.3
(2,126.4)
Consolidated net assets
1,678.2
1,283.2
662.3
(1,671.9)
Capital expenditure
Amortisation
Depreciation
44.5
-
43.3
7.2
-
13.7
-
0.2
0.5
0.2
-
-
-
-
-
-
1,951.8
51.9
0.2
57.5
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
95
6. BUSINESS AND GEOGRAPhICAL SEGMENTS CONTINUED
2009
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Consolidated
Merchanting
£m
£m
unallocated
£m
Eliminations
£m
Retail
£m
Revenue
Result
segment result
share of associate losses
Finance Income
Finance costs
Profit before taxation
Taxation
Profit for the year
Segment assets
Segment liabilities
1,950.2
980.7
203.5
57.0
-
-
-
203.5
-
203.5
-
-
-
57.0
-
57.0
-
-
(3.2)
5.6
(50.2)
(47.8)
(55.3)
(103.1)
-
-
-
-
-
-
-
-
2,930.9
260.5
(3.2)
5.6
(50.2)
212.7
(55.3)
157.4
2,234.5
1,438.8
524.5
(1,055.0)
3,142.8
(725.7)
(237.5)
(1,774.2)
1,055.0
(1,682.4)
Consolidated net assets
1,508.8
1,201.3
(1,249.7)
Capital expenditure
Depreciation
7. STAFF COSTS
16.0
44.1
16.1
14.6
-
-
(a) The average monthly number of persons employed (including executive directors)
-
-
-
1,460.4
32.1
58.7
sales
Distribution
Administration
(b) Aggregate remuneration
Wages and salaries
share based payments
social security costs
Other pension costs (note 8)
TH E GR OuP
–––––––––––––––––––––––––
2009
2010
No.
No.
11,880
2,345
1,567
15,792
11,196
1,885
1,447
14,528
TH E CO M P A N Y
–––––––––––––––––––––––––
2009
2010
No.
No.
-
-
42
42
-
-
37
37
TH E GR OuP
–––––––––––––––––––––––––
2009
2010
£m
£m
TH E CO M P A N Y
–––––––––––––––––––––––––
2009
2010
£m
£m
368.6
8.1
35.8
9.3
421.8
329.6
(1.5)
32.2
9.0
369.3
5.5
2.3
0.5
1.6
9.9
6.0
2.1
0.8
0.2
9.1
20386.04
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96
96
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
8. PENSION ARRANGEMENTS
Defined benefit schemes
Prior to the acquisition of The Bss Group plc, the Group operated a final salary scheme; the Travis Perkins Pensions and Dependants Benefit scheme (‘the TP
scheme’), which is a 1/60th scheme. The TP scheme is funded by contributions from Group companies and employees. Contributions are paid to the Trustees on
the basis of advice from an independent professionally qualified actuary who carries out a valuation of the scheme every three years.
Employees are entitled to start drawing a pension, based on their membership of the scheme, on their normal retirement date. If employees choose to retire
early and draw their pension, then the amount they receive is scaled down accordingly.
A full actuarial valuation of the TP scheme was carried out on 30 september 2008. The IAs 19 valuation has been based upon the results of the 30 september
2008 valuation, then updated to 31 December 2010 by a qualified actuary. The present values of the defined obligations, the related current service costs and the
past service costs for the scheme were measured using the projected unit method.
Following the acquisition of The Bss group plc the Group now operates three additional defined benefit pension schemes (‘the Bss schemes’) based on final
pensionable salary. The assets of the schemes are held separately from those of the Group in funds under the control of the schemes trustees. All defined benefit
schemes are closed to new members. The most recent actuarial valuations of the scheme assets and the present value of the defined benefit obligation were
carried out at 1 June 2009 for the main uk and Irish schemes and 31 December 2008 for the secondary uk scheme. The present value of the defined benefit
obligation, and the related current service cost and past service cost, were measured using the projected unit method with a control period equal to the future
working lifetime of the active members.
In June 2010 an agreement was reached with the trustees of the Travis Perkins final salary pension scheme to fund £34.7m of the deficit using a group
controlled special purpose vehicle. The pension scheme will be entitled to receive the income of the sPV for a period of up to 20 years, subject to funding levels.
This income is backed by the security of 16 Travis Perkins freehold properties. As the sPV is consolidated into the Travis Perkins plc group accounts advantage has
been taken of Regulation 7 of The Partnership (Accounts) Regulations 2008 and accounts for the sPV will neither be audited or filed.
(a) Major assumptions used by the actuary at the balance sheet date (in nominal terms)
Rate of increase in pensionable salaries
Rate of increase of pensions in payment
Discount rate
Inflation assumption
At 31 December 2010
TP Scheme
At 31 December 2010
BSS Schemes
At 31 December 2009
TP scheme
2.5%
2.4%
5.35%
3.5%
3.5%
3.5%
5.35%
3.5%
2.5%
2.4%
5.7%
3.5%
In respect of longevity the valuation adopts the PMA/PFA92 tables with improvements in life expectancy to continue in the medium term, with base year appropriate
to the member’s date of birth. This results in the following life expectancies at illustrative ages:
Weighted average life expectancy for mortality tables used to determine pension liability at 31 December 2010:
Member age 65 (current life expectancy) – TP scheme
Member age 45 (life expectancy on reaching age 65) – TP scheme
Member age 65 (current life expectancy) – Bss schemes
Member age 45 (life expectancy on reaching age 65) – Bss schemes
(b) Amounts recognised in income in respect of the defined benefit schemes
Male Years
21.6
23.5
21.8
23.8
Female Years
24.8
26.7
25.0
27.1
Current and past service costs charged to operating profit
in the income statement
Interest cost
Effect of curtailment
Expected return on scheme assets
Total pension costs
2010
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Group
BSS Schemes
TP Scheme
£m
£m
£m
5.7
32.2
-
(38.4)
(0.5)
-
-
-
-
-
5.7
32.2
-
(38.4)
(0.5)
2009
£m
5.8
30.4
(32.7)
(27.8)
(24.3)
The total charge to the profit and loss account disclosed in note 7 of £9.3m (2009: £9.0m) comprises defined benefit scheme current and past service costs of
£5.7m (2009: £5.8m) and £3.6m (2009: £3.2m) of contributions made to the defined contribution schemes.
The Company and Trustee agreed to amend the benefits of the TP scheme with effect from 1 December 2009 to include a cap on future pensionable salary
increases of 3% per annum. This was treated as an exceptional curtailment event and the resulting reduction in the benefit obligation was included as a curtailment
gain in 2009 (Note 5).
The directors have agreed with the scheme Actuary and the Trustees to pay contributions of £16.0m in 2011 in excess of the forecast charge to the income
statement to the TP scheme. In addition agreement has been made to pay £3.2m in respect of The Bss schemes.
Note 5 shows where pension costs have been charged in the income statement. Actuarial gains and losses have been included in the statement of Comprehensive
Income.
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
97
8. PENSION ARRANGEMENTS CONTINUED
(c) Assets and liabilities in the schemes and the expected rate of return (net of allowance for administration expenses)
TP Scheme
Equities
Bonds, gilts and cash
Pensions sPV
Property
Total fair value of assets
Actuarial value of liability
surplus / (deficit) in scheme
Related deferred tax (liability) / asset
Net pension asset / (liability)
BSS Schemes
Equities
Bonds, gilts and cash
Property
Total fair value of assets
Actuarial value of liability
Deficit in schemes
Related deferred tax asset
Net pension liability
TP Scheme
The actual returns on scheme assets
At 31 December 2010
–––––––––––––––––––––––––––––––
Expected
return
Fair value
£m
At 31 December 2009
–––––––––––––––––––––––––––––––
Expected
return
Fair value
£m
8.25%
4.50% - 5.70%
5.0%
6.5%
8.05%
4.30% - 6.30%
-
6.30%
382.2
150.6
36.2
74.4
643.4
(611.7)
31.7
(8.6)
23.1
328.2
152.3
-
47.6
528.1
(571.1)
(43.0)
12.0
(31.0)
At 31 December 2010
–––––––––––––––––––––––––––––––
Expected
return
Fair value
£m
8.25%
4.50% - 5.70%
6.2%
151.7
14.0
3.8
169.5
(229.1)
(59.6)
16.4
(43.2)
2010
–––––––––––––––––––––––––
2009
–––––––––––––––––––––––––
£m
72.9
%
13.8
£m
90.1
%
21.4
(d) The amount included in the balance sheet arising from the Group’s obligations in respect of its defined benefit schemes and the
movements during the year
At 1 January
Liability at date of acquisition
Expense recognised in the income statement
Contributions received by the scheme
Actuarial losses recognised in the statement of comprehensive income
At 31 December
2010
––––––––––––––––––––––––––––––––––––––––––––––––
TP
Scheme
£m
BSS
Schemes
£m
(43.0)
-
0.5
58.3
15.9
31.7
-
(59.6)
-
-
-
(59.6)
Group
£m
(43.0)
(59.6)
0.5
58.3
15.9
(27.9)
2009
£m
(69.9)
-
24.3
30.9
(28.3)
(43.0)
20386.04
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98
98
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
8. PENSION ARRANGEMENTS CONTINUED
(e) Movements in the present value of defined benefit obligations in the current period
At 1 January
Liability at date of acquisition
service cost
Interest cost
Contributions from scheme members
Curtailment gain
Actuarial losses
Benefits paid
At 31 December
2010
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
TP Scheme
£m
BSS Schemes
£m
(571.1)
-
(5.7)
(32.2)
(5.5)
-
(18.6)
21.4
(611.7)
-
(229.1)
-
-
-
-
-
-
(229.1)
Group
£m
(571.1)
(229.1)
(5.7)
(32.2)
(5.5)
-
(18.6)
21.4
(840.8)
(f) Movements in the present value of fair value of scheme assets in the current period
2010
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
TP Scheme
£m
BSS Schemes
£m
At 1 January
scheme assets at date of acquisition
Expected return of scheme assets
Actuarial gains
Contributions from sponsoring companies
Contributions from scheme members
Benefits paid
At 31 December
(g) Cumulative actuarial gains and losses recognised in equity
At 1 January
Net actuarial losses recognised in the year
At 31 December
(h) history of experience gains and losses
TP Scheme
Fair value of scheme assets (£m)
Present value of scheme obligations (£m)
Surplus / (deficit) in the scheme (£m)
Experience adjustments on scheme liabilities
Amounts (£m)
Percentage of scheme liabilities (%)
Experience adjustments on scheme assets
Amounts (£m)
Percentage of scheme assets (%)
528.1
-
38.4
34.5
58.3
5.5
(21.4)
643.4
2010
643.4
(611.7)
31.7
-
-
34.5
5.4%
-
169.5
-
-
-
-
-
169.5
2009
528.1
(571.1)
(43.0)
-
-
2008
420.7
(490.6)
(69.9)
13.4
2.7%
Group
£m
528.1
169.5
38.4
34.5
58.3
5.5
(21.4)
812.9
2010
£m
(198.0)
15.9
(182.1)
2007
533.9
(549.9)
(16.0)
-
-
62.3
11.8%
(157.2)
(37.4%)
(13.5)
(2.5%)
2009
£m
(490.6)
-
(5.8)
(30.4)
(5.4)
32.7
(90.6)
19.0
(571.1)
2009
£m
420.7
-
27.8
62.3
30.9
5.4
(19.0)
528.1
2009
£m
(169.7)
(28.3)
(198.0)
2006
500.5
(581.3)
(80.8)
-
-
14.7
2.9%
20386.04
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
99
8. PENSION ARRANGEMENTS CONTINUED
(i) Sensitivities
The estimated effects of changing the key assumptions (discount rate, inflation and life expectancy) on the IAs19 balance sheet position as at 31 December 2010
and on projected amounts to be recognised in the income statement for 2011 are:
Assumption
Discount rate
Inflation
Longevity
Increase of 1.0%
Decrease of 1.0%
Increase of 1.0%
Decrease of 1.0%
Increase of 1 year
Decrease of 1 year
TP Scheme effect on
2010 balance sheet position
BSS Schemes effect on
2010 balance sheet position
(108.4)
131.7
88.4
(77.3)
13.5
(13.2)
(41.4)
56.2
50.8
(38.9)
5.1
(5.1)
The impact of the change from RPI to CPI is a reduction in liabilities of £25m.
(j) Defined contribution schemes
Prior to the acquisition of The Bss Group plc there were two defined contribution schemes in the Group. The Bss Group plc operates a further three defined
contribution schemes for all qualifying employees. The pension cost, which represents contributions payable by the Group, amounted to £3.6m (2009: £3.2m).
9. ShARE-BASED PAYMENTS
The following disclosures relate to share option and sAYE grants made after 7 November 2002.
The Black-scholes option-pricing model is used to calculate the fair value of the options and the amount to be expensed. The probability of the performance
conditions being achieved was included in the fair value calculations. The inputs into the model for options granted in the year expressed as weighted averages
are as follows:
share price at grant date (pence) – Group
Option exercise price (pence) – Group
share price at grant date (pence) – Company
Option exercise price (pence) – Company
Volatility (%) – Group and Company
Option life (years) – Group and Company
Risk-free interest rate (%) – Group and Company
Expected dividends as a dividend yield (%) – Group and Company
2010
–––––––––––––––––––––––––
2009
–––––––––––––––––––––––––––––––––––––––––––––
SAYE
819
691
819
691
59.5%
3.5
1.6%
0.6%
Nil price
options
734
-
734
-
62.1%
3.0
1.3%
0.6%
sAYE
794
636
794
636
50.7%
3.5
2.1%
2.0%
Executive
options
Nil price
options
653
663
653
663
61.0%
3.0
2.2%
1.6%
616
-
616
-
60.1%
3.0
2.4%
1.6%
Volatility was based on historic share prices over a period of time equal to the vesting period. Option life used in the model has been based on options being
exercised in accordance with historical patterns. For executive share options the vesting period is 3 years. If options remain unexercised after a period of 10 years
from the date of grant, these options expire. Options are forfeited if the employee leaves the Group before options vest. sAYE options vest after 3 or 5 years and
expire 3½ or 5½ years after the date of grant.
The risk-free interest rate of return is the yield on zero-coupon uk Government bonds on a term consistent with the vesting period. Dividends used are based
on actual dividends where data is known and future dividends estimated using a dividend cover of 3 times.
The expected life used in the model has been adjusted, based upon management’s best estimate, for the effect of non-transferability, exercise restrictions and
behavioural considerations.
20386.04
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100
100
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
9. ShARE-BASED PAYMENTS CONTINUED
The number and weighted average exercise price of share options is as follows:
The Group
In thousands of options
Outstanding at the beginning of the period
Rights issue adjustment
Forfeited during the period
Exercised during the period
Granted during the period
Outstanding at the end of the period
Exercisable at the end of the period
2010
––––––––––––––––––––––––––––––––––––––––––––––––––
2009
–––––––––––––––––––––––––––––––––––––––––––––––––
Weighted
average
exercise price
p
Number of
options
No.
Number of
nil price
options
No.
Weighted
average
exercise price
p
Number of
options
No.
Number of
nil price
options
No.
680
-
1,247
511
691
582
1,116
9,624
-
(1,580)
(19)
892
8,917
1,004
2,959
-
(2)
-
1,497
4,454
-
935
(187)
1,001
583
645
680
1,117
8,190
1,885
(2,064)
(8)
1,621
9,624
1,055
790
467
(246)
-
1,948
2,959
-
share options were exercised on a regular basis throughout the year. The weighted average share price for options exercised during the year was 511 pence
(2009: 583 pence).
Details of the options outstanding at 31 December 2010 were as follows:
2010
––––––––––––––––––––––––––––––––––––––––––––––––––
Nil price
Executive
options
options
SAYE
2009
–––––––––––––––––––––––––––––––––––––––––––––––––
Nil price
Executive
options
options
sAYE
Range of exercise prices (pence)
Weighted average exercise price (pence)
Number of shares (thousands)
Weighted average expected remaining life (years)
Weighted average contractual remaining life (years)
201 - 1,611
667
3,302
1.4
6.7
422 - 1,114
532
5,615
2.1
2.6
-
-
4,454
1.5
8.5
201 - 1,611
976
4,380
2.1
7.7
442 - 1,114
518
5,244
2.7
3.2
-
-
2,959
2.2
9.2
The Company
In thousands of options
2010
––––––––––––––––––––––––––––––––––––––––––––––––––
Weighted
average
exercise price
p
Number of
options
No.
Nil price
options
No.
2009
–––––––––––––––––––––––––––––––––––––––––––––––––
Weighted
average
exercise price
p
Number of
options
No.
Nil price
options
No.
Outstanding at the beginning of the period
Rights issue adjustment
Forfeited during the period
Transferred from / (to) other group companies
Granted during the period
Outstanding at the end of the period
Exercisable at the end of the period
980
-
1,550
596
691
698
1,018
701
-
(232)
1
3
473
239
1,480
-
-
-
686
2,166
-
1,341
(271)
1,550
442
653
980
1,018
693
148
(168)
(1)
29
701
239
449
285
(133)
-
879
1,480
-
There were no share options exercised during the year. Details of the options outstanding at 31 December 2010 were as follows:
2010
––––––––––––––––––––––––––––––––––––––––––––––––––
Nil price
Executive
options
options
SAYE
2009
–––––––––––––––––––––––––––––––––––––––––––––––––
Nil price
Executive
options
options
sAYE
Range of exercise prices (pence)
Weighted average exercise price (pence)
Number of shares (thousands)
Weighted average expected remaining life (years)
Weighted average contractual remaining life (years)
201 - 1,611
727
418
0.8
5.1
442 - 1,114
479
55
2.5
3.0
-
-
2,166
1.5
8.5
201 - 1,611
1021
649
1.2
6.5
442 - 1,114
970
52
3.5
4.0
-
-
1,480
2.1
9.1
20386.04
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
101
9. ShARE-BASED PAYMENTS CONTINUED
The Group and the Company
sAYE options were granted on 1 December 2010. The estimated fair value of the shares at that date was £3.6m for the Group and nil for the Company.
shares were granted under the share matching scheme on 16 March 2010. The estimated fair value of the shares at that date was £3.4m for the Group and
£2.0m for the Company.
shares were granted under the performance share plan on 5 March, 20 May and 27 August 2010. The estimated fair value of the shares at those dates were
£4.5m for the Group and £1.5m for the Company.
shares were granted under the deferred share bonus plan on 3 March 2010. The estimated fair value of the shares at that date was £0.8m for the Group and
£0.4m for the Company.
The Group charged £8.0m (2009 credit: (£1.5m)) and the Company charged £2.3m (2009: £2.1m) to the income statement in respect of equity-settled share-
based payment transactions.
10. NET FINANCE COSTS
TH E GR OuP
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2009
2010
Pre-exceptional
items
£m
2010
Exceptional
items
£m
Total
£m
2010
£m
Interest on bank loans and overdrafts*
Interest on unsecured loans
Interest payable to group companies
Interest on obligations under finance leases
Other finance charges – pension scheme
unwinding of discounts in provisions
Amortisation of cancellation payment for swaps
accounted for as cash flow hedges
Cancellation of swaps measured at fair value
Net loss on re-measurement of derivatives at fair value
Finance costs
Other finance income – pension scheme
Amortisation of cancellation receipt for swap
accounted for as fair value hedge
Interest receivable
Finance income
Net finance costs
Adjusted interest cover
(27.8)
(0.2)
-
(1.2)
-
(4.2)
(4.9)
-
(1.5)
(39.8)
6.2
0.9
10.4
17.5
(0.7)
-
-
-
-
-
-
-
-
(0.7)
-
-
-
-
(22.3)
(0.7)
(28.5)
(0.2)
-
(1.2)
-
(4.2)
(4.9)
-
(1.5)
(40.5)
6.2
0.9
10.4
17.5
(23.0)
18.9x
(29.1)
(0.2)
-
(1.3)
(2.6)
(3.8)
(8.7)
(0.8)
(3.7)
(50.2)
-
-
5.6
5.6
(44.6)
10.7x
TH E CO M P A N Y
–––––––––––––––––––––––––
2009
2010
£m
(31.5)
(0.2)
(3.5)
-
-
-
(4.9)
-
(2.0)
(42.1)
3.6
11.9
15.5
£m
(28.5)
(0.2)
(2.7)
-
-
-
(8.7)
(0.8)
(3.0)
(43.9)
-
-
4.9
4.9
(26.6)
(39.0)
*Includes £5.7m (2009: £2.9m) of amortised bank finance charges.
Adjusted interest cover is calculated by dividing, adjusted operating profit of £239.0m (2009: £224.6m) less £1.2m (2009: £1.3m) of specficially excluded
IFRs adjustments, by the combined value of interest on bank loans and overdrafts (excluding amortised bank finance charges), unsecured loans, and interest
receivable, which total £12.6m (2009: £20.8m).
The unwinding of the discount charge arises principally from the property provisions created in 2008 and the pensions sPV.
Included in interest on bank loans and overdrafts are fair value and exchange gains on the us private placement of £3.1m offset by a £3.1m loss on hedged
derivatives.
Included within finance costs is an exceptional charge of £0.7m arising from the write off of unamortised bank fees in respect of the Bss loan facility which
was repaid following the acquisition.
20386.04
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31/03/11
102
102
11. TAX
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
TH E GR OuP
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
2010
2010
Pre-
exceptional
items
£m
Exceptional
items
£m
Current tax
uk corporation tax
current year
prior year
Total current tax
Deferred tax
current year
prior year
Total deferred tax
Total tax charge
51.0
(1.2)
49.8
10.1
(0.1)
10.0
59.8
0.4
-
0.4
(4.7)
-
(4.7)
(4.3)
2009
Pre-
exceptional
items
£m
47.3
(0.9)
46.4
(0.3)
-
(0.3)
46.1
2009
2009
2010
2009
Exceptional
items
£m
-
-
-
9.2
-
9.2
9.2
Total
£m
47.3
(0.9)
46.4
8.9
-
8.9
55.3
£m
£m
(8.5)
-
(8.5)
(1.9)
-
(1.9)
(12.2)
-
(12.2)
(2.9)
-
(2.9)
(10.4)
(15.1)
Total
£m
51.4
(1.2)
50.2
5.4
(0.1)
5.3
55.5
The differences between the total tax charge shown above and the amount calculated by applying the standard rate of uk corporation tax to the profit before tax
are as follows:
The Group
Profit before tax
Tax at the uk corporation tax rate of 28.0%
Tax effect of expenses / credits that are not deductible /
taxable in determining taxable profit
Depreciation of non-qualifying property
Exceptional costs not allowable for tax purposes
Deferred tax rate change
Property sales
Prior period adjustment
Tax expense and effective tax rate for the year
2010
–––––––––––––––––––––––––
2009
–––––––––––––––––––––––––
£m
196.8
55.1
2.1
1.5
3.6
(2.4)
(3.2)
(1.2)
55.5
%
28.0
1.0
0.8
1.8
(1.2)
(1.6)
(0.6)
28.2
£m
212.7
59.6
(1.9)
1.5
-
-
(3.0)
(0.9)
55.3
%
28.0
(0.9)
0.7
-
-
(1.4)
(0.4)
26.0
The tax charge for 2010 includes an exceptional credit of £2.4m arising from the reduction in the rate of uk corporation tax from 28% to 27% on 6 April 2011.
Future changes reducing the corporation tax rate by 1% per annum to 24% by 1 April 2014 have been announced but not substantively enacted and therefore
have not been taken into account.
The Company
(Loss) / profit before tax
Intercompany dividends
Loss before tax and dividends received
Tax at the uk corporation tax rate of 28.0%
Tax effect of expenses / credits that are not deductible /
taxable in determining taxable profit
Exceptional costs not allowable for tax purposes
Receipts in subsidiary taxable in company
2010
–––––––––––––––––––––––––
2009
–––––––––––––––––––––––––
£m
(8.2)
(40.3)
(48.5)
(13.6)
(1.7)
3.6
1.3
%
(28.0)
(3.5)
7.4
2.7
£m
73.6
(122.4)
(48.8)
(13.7)
(1.4)
-
-
(15.1)
%
(28.0)
(2.9)
-
-
(30.9)
Tax expense and effective tax rate for the year
(10.4)
(21.4)
20386.04
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
103
12. EARNINGS PER ShARE
The Group and the Company
(a) Basic and diluted earnings per share
Earnings
Earnings for the purposes of basic and diluted earnings per share being net profit
attributable to equity holders of the Parent Company
Number of shares
Weighted average number of shares for the purposes of basic earnings per share pre-rights issue
adjustment and Bss acquisition share issue
Rights issue adjustment
Issued in connection with the Bss acquisition
Weighted average number of shares for the purposes of basic earnings per share
Dilutive effect of share options on potential ordinary shares
2010
£m
2009
£m
141.3
157.4
No.
No.
201,682,453
-
1,444,926
117,034,434
61,001,501
-
203,127,379
7,099,195
178,035,935
4,427,564
Weighted average number of ordinary shares for the purposes of diluted earnings per share
210,226,574
182,463,499
At 31 December 2010, 2,450,045 (2009: 3,913,130) share options had an exercise price in excess of the market value of the shares on that day. As a result, these
share options are excluded from the calculation of diluted earnings per share.
(b) Adjusted earnings per share
Adjusted earnings per share are calculated by excluding the effect of the exceptional items and amortisation from earnings.
Earnings for the purposes of basic and diluted earnings per share being net profit
attributable to equity holders of the Parent Company
Exceptional items
Amortisation of intangible assets
Tax on exceptional items
Effect of reduction in corporation tax rate on deferred tax
Earnings for adjusted earnings per share
Adjusted basic earnings per share
Adjusted diluted earnings per share
(c) Adjusted pre-BSS earnings per share
Earnings for adjusted earnings per share
Bss post tax loss for the period
Earnings for adjusted earnings per share pre-Bss
Adjusted basic earnings per share pre-Bss
2010
£m
141.3
19.7
0.2
(1.9)
(2.4)
156.9
77.2p
74.6p
2010
£m
156.9
2.0
158.9
78.8p
2009
£m
157.4
(32.7)
-
-
9.2
133.9
75.2p
73.4p
2009
£m
133.9
-
133.9
75.2p
20386.04
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104
104
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
13. DIVIDENDS
The Group and the Company
Amounts were recognised in the financial statements as distributions to equity shareholders as follows:
Final dividend for the year ended 31 December 2009 of nil p (2008: nil p) per ordinary share
Interim dividend for the year ended 31 December 2010 of 5.0p (2009: nil p) per ordinary share
Total dividends recognised during the year
2010
£m
-
10.1
10.1
2009
£m
-
-
-
The Company is proposing a final dividend of 10p in respect of the year ended 31 December 2010.
Adjusted dividend cover of 5.1x (2009: nil) is calculated by dividing adjusted basic earnings per share (note 12 of 77.2 pence (2009: 75.2 pence) by the total
dividend for the year of 15.0 pence (2009: nil pence).
There are no income tax consequences in respect of the dividends declared, but not recognised in the financial statements.
The dividends declared for 2010 at 31 December 2010 and for 2009 at 31 December 2009 were as follows:
Interim paid
Final proposed
Total dividends declared for the year
14. GOODWILL
The Group
Cost
At 1 January 2009
Recognised on acquisitions during the year
At 1 January 2010
Recognised on acquisitions during the year
At 31 December 2010
The following is an analysis of goodwill by CGu (‘Cash Generating unit’).
Name of CGu
CCF
City Plumbing supplies
keyline
Tile Giant
Travis Perkins
Wickes
Bss
2010
Pence
5.0
10.0
15.0
2009
Pence
-
-
-
Bss
Total
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Merchanting
Retail
£m
£m
£m
£m
-
-
-
337.6
337.6
969.9
-
969.9
-
969.9
381.5
1.4
382.9
-
382.9
1,351.4
1.4
1,352.8
337.6
1,690.4
Amount of Goodwill
£m
43.6
74.2
79.0
26.8
436.1
693.1
337.6
1,690.4
On the acquisition of the Wickes’ business, £250m of goodwill, which represented synergies arising from the acquisition, was allocated to the Travis Perkins CGu.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amounts of the
CGus are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates
and expected changes to selling prices and direct costs during the period. These assumptions have been reviewed during the year in light of the current economic
environment which has resulted in more conservative estimates about the future and the changing capital structure of the Company. Management estimates
20386.04
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
105
14. GOODWILL CONTINUED
discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGus. As a result of these
deliberations the discount rate has been amended to reflect changes in the capital structure arising from the rights issue.
The turnover growth rates in each CGu are based on the Directors’ expectations for the next 3 years. Changes in selling prices and direct costs used in the
calculations are based on past practices and expectations of future changes in the market.
At the beginning and end of the financial period the fair value of goodwill and intangible assets in all segments was in excess of their book value. The Directors’
calculations have shown that no impairments have occurred. The key assumptions applied in the value in use calculations were:
● Cash flow forecasts which were derived from the most recent financial budgets and plans for the three years ending 2013, which were approved by the directors.
Cash flows for the following year are extrapolated from cash flows for 2013 using similar assumptions to those applied to 2013;
● The weighted average cost of capital (‘WACC’) of the Group which is used as the discount rate is 8.1% which is not significantly different for any individual CGu;
● Long-term forecast growth rates of 2.5% in line with the average long-term GDP growth trend applied from 2014 onwards.
Whilst management believe the assumptions are realistic, it is possible an impairment would be identified if any of the above key assumptions were changed
significantly. For instance factors which could cause an impairment are:
● significant underperformance relative to the forecast results;
● Changes to the way the assets are used or changes to the strategy for the business;
● A deterioration in the industry or the economy.
The impairment review calculations are based upon anticipated discounted future cash flows. These calculations are sensitive to changes in future cash flows,
the discount rate applied and the terminal growth rate. The Directors believe the assumptions used are appropriate, but have conducted a sensitivity analysis to
determine the assumptions that would result in an impairment to goodwill and intangibles of £100m:
Weighted average cost of capital
Long term growth rate
Merchanting
15.8%
(9.0)%
Retail
10.8%
(0.9)%
The goodwill arising on the acquisition of Bss on 14 December 2010 did not suffer an impairment during the two weeks of ownership by the Group.
The Company has no goodwill.
15. OThER INTANGIBLE ASSETS
The Group
Cost or valuation
At 1 January & 31 December 2009
Acquired on acquisition of subsidiary
At 31 December 2010
Amortisation
At 1 January & 31 December 2009
Charged to operating profit in the year
Charged to exceptional items
At 31 December 2010
Net book value
At 31 December 2010
At 31 December 2009
Computer software
Brand
Total
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
£m
Customer relationships
£m
£m
£m
162.5
112.9
275.4
-
-
-
-
275.4
162.5
-
9.6
9.6
-
-
8.1
8.1
1.5
-
-
134.8
134.8
-
0.2
-
0.2
134.6
-
162.5
257.3
419.8
-
0.2
8.1
8.3
411.5
162.5
Following the acquisition of The Bss Group plc the following brands were acquired:
● PTs £38.6m;
● Bss £51.6m;
● F & P Wholesale £8.5m;
● Others £14.2m.
These brands together with the Wickes brand (which accounts for the remainder) are all considered to be leading brands in their sectors with significant growth
prospects. They are considered therefore to have an indefinite useful life and are reviewed annually for impairment. Acquired customer relationships are amortised
over their estimated useful lives which range from 5 to 15 years.
Details of impairment testing are given in note 14. No impairments were identified in either year.
The Company has no intangible assets.
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106
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
16. PROPERTY, PLANT AND EqUIPMENT
TH E GR OuP
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
T H E CO M P A N Y
–––––––––––––––––––
Cost or valuation
At 1 January 2009
Additions
Reclassifications
Disposals
At 1 January 2010
Additions
Additions from acquired businesses
Reclassifications to current assets
Disposals
At 31 December 2010
Accumulated depreciation
At 1 January 2009
Charged this year
Disposals
At 1 January 2010
Charged this year
Reclassifications to current assets
Disposals
At 31 December 2010
Net book value
At 31 December 2010
At 31 December 2009
Freehold
£m
Long
leases
£m
short
leases
£m
Plant &
equipment
£m
264.4
2.1
0.4
(8.8)
258.1
10.8
7.1
(0.3)
(1.1)
274.6
28.8
4.0
(1.2)
31.6
4.0
(0.1)
(0.4)
35.1
239.5
226.5
25.4
-
(0.4)
-
25.0
2.7
1.0
(1.0)
-
27.7
3.7
0.6
-
4.3
0.6
(0.3)
-
4.6
23.1
20.7
103.9
12.0
-
(2.1)
113.8
2.1
6.1
-
(1.0)
121.0
30.3
6.8
(2.0)
35.1
7.0
-
(0.4)
41.7
79.3
78.7
409.2
18.0
-
(16.0)
411.2
36.3
22.3
-
(13.6)
456.2
205.6
47.2
(14.7)
238.1
45.9
-
(11.9)
272.1
184.1
173.1
Total
£m
802.9
32.1
-
(26.9)
808.1
51.9
36.5
(1.3)
(15.7)
879.5
268.4
58.6
(17.9)
309.1
57.5
(0.4)
(12.7)
353.5
526.0
499.0
Plant &
equipment
£m
0.5
-
-
-
0.5
0.2
-
-
(0.1)
0.6
0.3
0.1
-
0.4
0.1
-
-
0.5
0.1
0.1
The cost element of the fixed assets carrying value is analysed as follows:
At valuation
At cost
TH E GR OuP
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
T H E CO M P A N Y
–––––––––––––––––––
Freehold
£m
68.8
205.8
274.6
Long
leases
£m
6.1
21.6
27.7
short
leases
£m
1.9
119.1
121.0
Plant and
equipment
£m
-
456.2
456.2
Total
£m
76.8
802.7
879.5
Total
£m
-
0.6
0.6
Those freehold and leasehold properties included at valuation in the consolidated balance sheet were revalued at their open market value on an existing use basis.
The valuations were performed as at 31 December 1999 by an independent professional valuer, Lambert smith Hampton, Consultant surveyors and Valuers.
Included within freehold property is land with a value of £98.0m (2009: £94.7m) which is not depreciated.
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
107
16. PROPERTY, PLANT AND EqUIPMENT CONTINUED
The carrying amount of assets held under finance leases is analysed as follows:
2010
2009
TH E GR OuP
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
T H E CO M P A N Y
–––––––––––––––––––
Long
leases
£m
0.8
0.8
short
leases
£m
11.9
13.1
Plant &
equipment
£m
1.3
1.9
Total
£m
14.0
15.8
Total
£m
-
-
Comparable amounts determined according to the historical cost convention:
TH E GR OuP
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
T H E CO M P A N Y
–––––––––––––––––––
Freehold
£m
269.5
(51.8)
217.7
204.2
Long
leases
£m
26.4
(5.8)
20.6
18.1
short
leases
£m
129.6
(47.4)
82.2
81.7
Plant &
equipment
£m
456.2
(272.0)
184.2
173.1
Total
£m
881.7
(377.0)
504.7
477.1
Total
£m
-
-
-
-
Cost
Accumulated depreciation
Net book value
At 31 December 2010
At 31 December 2009
17.
INVESTMENT PROPERTY
Cost
At 1 January 2009 and 1 January 2010
Disposals
At 31 December 2010
Accumulated depreciation
At 1 January 2009
Provided in the year
At 1 January 2010
Disposals
At 31 December 2010
Net book value
At 31 December 2010
At 31 December 2009
TH E GR OuP
–––––––––––––––––––
£m
3.9
(3.4)
0.5
0.5
0.1
0.6
(0.5)
0.1
0.4
3.3
Investment property rental income totalled £nil (2009: £0.2m). In addition, the Group also receives income from subletting all or part of 100 ex-trading and trading
properties, the amount of which is not material.
As no external valuation has been performed, the Directors have estimated that the fair value of investment property equates to its carrying value. As such, it
is not material to the Group’s balance sheet.
The Company has no investment property.
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108
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
18. INVESTMENTS
(a) Interest in associates and joint ventures
Equity investment
Loan facility
Interest on loan facility
Arising on acquisition of The Bss Group plc
share of losses
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
17.4
28.5
6.4
0.1
(6.7)
45.7
2009
£m
5.4
28.0
2.9
-
(4.6)
31.7
2010
£m
17.4
28.5
6.4
-
-
52.3
2009
£m
5.4
28.0
2.9
-
-
36.3
On 4 April 2008 Travis Perkins plc acquired a 30% investment in Toolstation Limited for a total consideration of £5.2m. In addition Travis Perkins plc has provided
a non-revolving loan facility totalling £28.0m. In the year to 31 December 2010 Toolstation recognised total revenues of £69.8m and a loss before tax of £6.9m.
At 31 December 2010 total aggregate assets were £26.4m and total aggregate liabilities (including the loan facility provided by Travis Perkins plc) were £53.2m.
On 1 December 2009 Travis Perkins plc acquired a 49% investment in The Mosaic Tile Company Limited for a total consideration of £0.2m. In the twelve month
period to 31 December 2010 The Mosaic Tile Company Limited recognised total revenues of £7.4m and a loss before tax of £0.1m. At 31 December 2010 total
aggregate assets were £2.8m and total aggregate liabilities were £2.5m.
In April 2009 Construction site solutions LLP (‘Css’), a consortium consisting of Hewden stuart Plc, speedy Hire Plc, Lavendon Group plc and The Bss Group
plc. were granted a licence from ODA to supply plant and builders merchant products to primary on site contractors. Each consortium member has a 25% holding
in Css. In the twelve month period to 31 December 2010 Css recognised total revenues of £0.4m and a profit before tax of £nil. At 31 December 2010 total
aggregate assets were £0.7m and total aggregate liabilities were £0.2m.
(b) Shares in group undertakings
Cost
At 1 January
Additions
At 31 December
Provision for impairment
Net book value at 31 December
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
1,912.1
802.7
2,714.8
(17.0)
2,697.8
2009
£m
1,814.3
97.8
1,912.1
(17.0)
1,895.1
The principal operating subsidiaries of the Group and Company at 31 December 2010 are as follows:
Subsidiary
Travis Perkins Trading Company Limited*
keyline Builders Merchants Limited*
Wickes Building supplies Limited
City Plumbing supplies Holdings Limited
CCF Limited*
Travis Perkins (Properties) Limited*
Benchmarx kitchens and Joinery Limited
Tile Giant Limited
The Bss Group Limited*
PTs Group Limited
*Held directly by Travis Perkins plc
(Builders merchants)
(Builders merchants)
(DIY retailers)
(Plumbers merchants)
(Ceiling & dry lining distribution)
(Property management company)
(specialist distribution)
(Ceramic tile merchants)
(Plumbing and Heating Merchants)
(Plumbing and Heating Merchants)
Registered Office
Lodge Way House, Harlestone Road, Northampton NN5 7uG
suite s3, 8 strathkelvin Place, kirkintilloch, Glasgow G66 1XT
Lodge Way House, Harlestone Road, Northampton NN5 7uG
Lodge Way House, Harlestone Road, Northampton NN5 7uG
Lodge Way House, Harlestone Road, Northampton NN5 7uG
Lodge Way House, Harlestone Road, Northampton NN5 7uG
Lodge Way House, Harlestone Road, Northampton NN5 7uG
Lodge Way House, Harlestone Road, Northampton NN5 7uG
Fleet House, Lee Circle, Leicester, Leicestershire LE1 3qq
Fleet House, Lee Circle, Leicester, Leicestershire LE1 3qq
The Directors have applied s409 to s410 of the Companies Act 2006 and therefore list only significant subsidiary companies.
All subsidiaries are 100% owned. All companies are registered and incorporated in England and Wales, other than keyline Builders Merchants Limited and 8
dormant companies, which are registered and incorporated in scotland, City Investments Limited, which is registered and incorporated in Jersey and 2 dormant
companies registered and incorporated in Northern Ireland.
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109
18. INVESTMENTS CONTINUED
(c) Available-for-sale investments
Fair value investment
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
1.5
2009
£m
1.5
2010
£m
-
2009
£m
-
The investment represents a minority holding in a unit trust that acquired properties from the Group in 2006. The investment presents the Group with an opportunity
to generate returns through both income and capital gains. The Directors consider that the carrying amount of this investment approximates its fair value.
19. TRADE AND OThER RECEIVABLES
Trade receivables
Allowance for doubtful debts
Amounts owed by subsidiaries
Other receivables, prepayments and accrued income
Trade and other receivables
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
575.4
(44.4)
531.0
-
161.5
692.5
2009
£m
279.5
(34.5)
245.0
-
130.4
375.4
2010
£m
-
-
-
205.5
2.9
208.4
2009
£m
-
-
-
49.0
1.8
50.8
The Group’s trade and other receivables at the balance sheet date comprise principally of amounts receivable from the sale of goods, together with amounts due
in respect of rebates and sundry prepayments. The Directors consider the only class of asset containing significant credit risk is trade receivables. The average
credit term taken for sales of goods is 55 days (2009: 54 days).
The amounts presented in the balance sheet are net of allowances for doubtful debts of £44.4m (2009: £34.5m), estimated by the Group’s management
based on prior experience and their assessment of the current economic environment. The Directors consider the carrying amount of trade and other receivables
approximates their fair values.
No interest is charged on the trade receivable from the date of the invoice until the date the invoice is classified as overdue according to the trading terms agreed
between the Group and the customer. Thereafter, the Group retains the right to charge interest between 2% to 4% above the clearing bank base rate per annum
on the outstanding balance. The merchanting division has provided fully for all receivables outstanding over 90 days beyond agreed terms. Trade receivables not
receivable for up to 90 days are specifically provided for based on estimated irrecoverable amounts. Trade receivables within the Bss division are provided for
based on prior experience and assessment of the current economic environment.
Movement in the allowance for doubtful debts
At 1 January
Arising on acquisition
Amounts written off during the year
Increase in allowance recognised in the income statement
At 31 December
TH E GR OuP
–––––––––––––––––––––––––
2010
£m
34.5
5.2
(5.3)
10.0
44.4
2009
£m
32.3
-
(10.2)
12.4
34.5
In determining the recoverability of the trade receivables, the Group considers any change in the credit quality of the trade receivable from the date credit was initially
granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large. Accordingly, the Directors believe that no further
credit provision is required in excess of the allowance for doubtful debts.
Included in the Group’s trade receivable balance are unprovided against debtors with a carrying amount of £70.4m (2009: £20.9m) which are past due at the
reporting date for which the Group has not identified a significant change in credit quality and as such, the Group considers that the amounts are still recoverable.
Except for some instances of personal guarantees the Group does not hold any collateral over these balances.
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110
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
19. TRADE AND OThER RECEIVABLES CONTINUED
Ageing of past due but not impaired receivables
Days overdue
0 – 30 days
31 – 60 days
61 – 90 days
TH E GR OuP
–––––––––––––––––––––––––
2010
£m
54.7
9.4
6.3
70.4
2009
£m
16.0
3.3
1.6
20.9
Included in the allowance for doubtful debts are specific trade receivables with a balance of £24.0m (2009: £20.4m) which have been placed into liquidation. The
impairment represents the difference between the carrying amount of the specific trade receivable and the amount it is anticipated will be recovered.
None of the Company’s debts are overdue. The directors do not consider there to be any significant credit risk, as the majority of the debt is due from subsidiaries.
20. ASSETS hELD FOR RESALE
To address competition concerns raised by the OFT arising on the acquisition of The Bss Group plc, Travis Perkins plc has given undertakings to dispose of 15 PTs
and 4 CPs branches. The net book value of these assets has been transferred from fixed assets and held in current assets at net realisable value.
The Group
Property plant and equipment
Inventories
Impairment of assets
Costs of disposal
2010
£m
1.0
3.1
(0.6)
(1.2)
2.3
21. CASh AND CASh E qUIVALENTS
Cash and cash equivalents comprise cash held by the Group and Company. The carrying amount of these assets approximates their fair value.
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
111
22. ShARE CAPITAL
Ordinary shares of 10p
At 1 January 2009
Allotted on rights issue
Allotted under share option schemes
At 1 January 2010
Allotted on acquisition of Bss
Allotted under share option schemes
At 31 December 2010
TH E G R OuP A N D T H E C O M P A N Y
–––––––––––––––––––––––––––––––––––––––––––
Issued and fully paid
–––––––––––––––––––––––––––––––––––––––––––
No.
122,719,114
85,903,379
8,973
208,631,466
33,000,681
69,770
241,701,917
£m
12.3
8.6
-
20.9
3.3
-
24.2
On 14 December 2010, Travis Perkins plc issued 33,000,681 ordinary shares at an issue price of £9.975 pursuant to the acquisition of the entire share capital
of The Bss Group plc.
The Company has one class of ordinary share that carries no right to fixed income. 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 meetings of the Company. All shares rank equally with regard to the Company’s residual assets.
23. OWN ShARES
The Group and the Company
At 1 January
Acquired during the year
Re-issued during the year
At 31 December
Allocated to grants of executive options
Not allocated to grants of executive options
2010
No.
7,000,690
-
(38,760)
2009
No.
5,684,680
1,316,010
-
6,961,930
7,000,690
289,142
6,672,788
289,142
6,711,548
6,961,930
7,000,690
The own shares are stated at cost and held by the Employee share Ownership Trust to satisfy options under the Group’s share option schemes. All rights attaching
to own shares are suspended until the shares are re-issued.
24. RESERVES
Details of all movements in reserves for both the Group and Company are shown in the statement of Changes in Equity. A description of the nature and purpose
of each reserve is given below.
The revaluation reserve represents the revaluation surplus that has arisen from property revaluations in 1999 and prior years.
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions
that have yet to occur.
The own shares reserve represents the cost of shares purchased in the market and held by the Employee share Ownership Trust to satisfy options under the
Group’s share option schemes.
The merger reserve represents the premium on equity instruments issued as consideration for the acquisition of Bss.
The cumulative total of goodwill written off directly to reserves for acquisitions from December 1989 to December 1998 is £40.1m. The aggregate information
for the accounting periods prior to this period is not available.
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112
112
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
25. BORROWINGS
A summary of the Group policies and strategies with regard to financial instruments can be found in the statement of Principal Risks and uncertanties on pages 49
to 51. At 31 December 2010 all borrowings were made in sterling except for the unsecured senior notes (note 25 (i)).
(a) Summary
unsecured senior notes
Liability to pension sPV (note 8)
Bank loans (note 25c) *
Bank overdraft*
Finance leases (note 25d)
Loan notes (note 25e)
Finance charges netted off bank debt*
Current liabilities
Non-current liabilities
*These balances together total the amounts shown as bank loans in note 25(b).
(b) Analysis of borrowings
The Group
Borrowings repayable
On demand or within one year
More than one year, but not more than two years
More than two years, but not more than five years
More than five years
The Company
Borrowings repayable
On demand or within one year
More than one year, but not more than two years
More than two years, but not more than five years
More than five years
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
366.0
36.1
401.9
12.0
21.8
3.3
(4.6)
836.5
75.6
760.9
836.5
2009
£m
271.7
-
525.0
-
23.5
3.8
(9.6)
814.4
75.3
739.1
814.4
2010
£m
286.4
-
475.0
1.9
-
3.3
(4.6)
762.0
75.2
686.8
762.0
2009
£m
271.7
-
525.0
4.0
-
3.8
(9.6)
794.9
77.8
717.1
794.9
Bank loans
and overdrafts
–––––––––––––––––––––––––
Other borrowings
–––––––––––––––––––––––––
2010
£m
70.8
58.8
279.7
-
409.3
2009
£m
70.0
70.0
375.4
-
515.4
2010
£m
4.8
1.5
187.8
233.1
427.2
2009
£m
5.3
1.5
140.6
151.6
299.0
Bank loans
and overdrafts
–––––––––––––––––––––––––
Other borrowings
–––––––––––––––––––––––––
2010
£m
71.9
70.0
330.4
-
472.3
2009
£m
74.0
70.0
375.4
-
519.4
2010
£m
3.3
142.2
-
144.2
289.7
2009
£m
3.8
-
135.9
135.8
275.5
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113
25. BORROWINGS CONTINUED
(c) Facilities
At 31 December 2010, the Group had the following bank facilities available:
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
Drawn facilities
5 year term loan
5 year revolving credit facility
unsecured senior notes
Bank overdrafts
Undrawn facilities
5 year revolving credit facility
Bank overdrafts
2010
£m
382.0
20.0
366.0
12.0
780.0
455.0
38.4
493.4
2009
£m
525.0
-
271.7
-
796.7
475.0
40.0
515.0
The disclosures in note 25(c) do not include finance leases, loan notes, or the effect of finance charges netted off bank debt.
(d) Obligations under finance leases
The Group
Amounts payable under finance leases:
Within one year
In the second to fifth years inclusive
After five years
Less: future finance charges
Present value of lease obligations
Less: Amount due for settlement within 1 year (shown under current liabilities)
Amount due for settlement after 1 year
Minimum
lease payments
–––––––––––––––––––––––––
2010
£m
2.7
10.3
23.6
36.6
(14.8)
21.8
2009
£m
2.8
10.7
26.2
39.7
(16.2)
23.5
2010
£m
455.0
20.0
286.4
1.9
763.3
455.0
38.1
493.1
2009
£m
525.0
-
271.7
4.0
800.7
475.0
-
475.0
Present value
of minimum
lease payments
–––––––––––––––––––––––––
2010
£m
2009
£m
1.5
6.3
14.0
21.8
-
21.8
(1.5)
20.3
1.5
6.3
15.7
23.5
-
23.5
(1.5)
22.0
As a result of the introduction of IAs 17 – ‘Leases’, the Group considers certain properties to be subject to finance leases. Excluding 999 year leases, the average
loan term for these properties is 49 years and the average borrowing rate has been determined at the inception of the lease to be 8.9%. In addition the Group leases
certain fixtures and equipment under finance leases, the obligations for which are secured by the lessors’ charges over the leased assets. The average lease term
is 3-4 years. For the year ended 31 December 2010, the average implicit borrowing rate was 12.9% (2009: 13.4%). Interest rates are fixed at the contract date. All
lease obligations, which are denominated in sterling, are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
(e) Loan notes
Included in borrowings due within one year are £3.3m (2009: £3.8m) in respect of loan notes issued as consideration for the acquisition of Broombys Limited in
1999. They are redeemable on 30 June and 31 December each year until the final redemption date of 30 June 2015.
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114
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
25. BORROWINGS CONTINUED
(f) Interest
The weighted average interest rates paid were as follows:
unsecured senior notes
Bank loans and overdraft
Other borrowings
2010
%
5.8
1.8
6.0
2009
%
5.8
2.2
5.4
Bank term loans and revolving credit facilities of £857m (2009: £1,000m) were arranged at variable interest rates. The $400m unsecured Travis Perkins senior
notes and the $125m unsecured Bss Group senior notes were issued at fixed rates of interest and swapped into variable rates. This exposes the Group to fair
value interest rate risk. As detailed in note 26, to manage the risk the Group enters into interest rate derivatives arrangements, which for 2010, fixed interest rates
on an average of £523m of borrowing. For the year to 31 December 2010 this had the effect of increasing the weighted average interest rates paid by 1.25%.
In respect of income earning financial assets and interest bearing financial liabilities, the following table indicates their effective interest rates at the balance
sheet date and the periods in which they reprice.
The Group
unsecured senior notes
unsecured variable rate bank facilities
Loan notes
Bank overdraft
The Company
unsecured senior notes
unsecured variable rate bank facilities
Loan notes
Bank overdraft
(g) Fair values
2010
–––––––––––––––––––––––––
6 months or less
Total
£m
Effective
interest rate
2009
–––––––––––––––––––––––––
6 months or less
Total
£m
Effective
interest rate
5.8%
1.8%
6.0%
2.3%
366.0
401.9
3.3
12.0
783.2
5.8%
1.8%
5.6%
2.3%
271.7
525.0
3.8
-
800.5
2010
–––––––––––––––––––––––––
6 months or less
Total
£m
Effective
interest rate
2009
–––––––––––––––––––––––––
6 months or less
Total
£m
Effective
interest rate
5.8%
1.8%
6.0%
2.3%
286.4
475.0
3.3
1.9
766.6
5.8%
1.8%
5.6%
2.3%
271.7
525.0
3.8
4.0
804.5
For both the Group and the Company the fair values of financial assets and liabilities have been calculated by discounting expected cash flows at prevailing rates at
31 December. There were no significant differences between book and fair values on this basis and therefore no further information is disclosed. Details about the
fair values of derivatives are given in note 26.
(h) Guarantees and security
There are cross guarantees on the overdrafts between group companies.
The companies listed in note 18, with the exception of Benchmarx kitchens and Joinery Limited, Tile Giant Limited, PTs Group Limited and The Bss Group
Limited, together with Wickes Limited are guarantors of the following facilities advanced to Travis Perkins plc:
● £382m term loan;
● £475m revolving credit facility;
● $400m unsecured senior notes (note 25(i));
● Interest rate and currency derivatives, (note 26).
The Bss Group Limited and PTs Group Limited along with 10 dormant subsidiaries are guarantors of $125m of the unsecured senior notes.
The group companies have entered into other guarantee and counter-indemnity arrangements in respect of guarantees issued in favour of group companies by
the clearing banks amounting to approximately £21.1m (2009: £13.7m).
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115
25. BORROWINGS CONTINUED
(i) Unsecured senior notes
On 26 January 2006 the Group finalised a us private placement that resulted in it receiving $400m. $200m of the unsecured senior notes is repayable in January
2013 and $200m in January 2016. The us borrowings carry fixed rate coupons of between 130 bps and 140 bps over us treasuries. As described in note 26, to
protect itself from currency movements and bring interest rate exposures back into line with the Group’s desired risk profile the Group entered into five cross currency
swaps. On 11 May 2006 The Bss Group plc finalised a us private placement that resulted in it receiving $125m and repaying the sterling equivalent outstanding
on the revolving credit facility. Of this borrowing $75m is repayable in May 2013 with the remaining $50m repayable in May 2016. In order to protect itself against
currency movements and interest rate exposures the Bss Group entered into three cross currency interest rate swaps.
26. FINANCIAL INSTRUMENTS
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income
and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.
The carrying value of categories of financial instruments
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
Financial assets
Designated as fair value through profit and loss (FVTPL)
Derivative instruments in designated hedge accounting relationships
Loans and receivables (including cash and cash equivalents)
Available-for-sale
Financial liabilities
Designated as fair value through profit and loss (FVTPL)
Derivative instruments in designated hedge accounting relationships
Borrowings (note 25a)
Trade and other payables at amortised cost (note 29)
2010
£m
0.1
56.9
685.2
1.5
743.7
4.1
2.6
836.5
831.0
2009
£m
-
44.7
671.8
1.5
718.0
3.5
2.6
814.4
638.7
1,674.2
1,459.2
2010
£m
0.1
0.3
395.2
-
395.6
124.7
2.6
762.0
26.7
916.0
2009
£m
-
44.7
367.8
-
412.5
3.5
2.6
794.9
19.6
820.6
Loans and receivables exclude prepayments of £70.2m (2009: £50.8m). Trade and other payables exclude taxation and social security and accruals and deferred
income totalling £168.9m.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s maximum exposure to
credit risk.
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined as follows:
● Foreign currency forward contracts are measured using quoted forward exchange rates.
● Interest rate swaps are measured at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted
interest rates.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based
on the degree to which the fair value is observable:
● Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
● Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability
either directly (i.e. as prices ) or indirectly (i.e. derived from prices); and
● Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market
data (unobservable inputs).
There were no transfers between levels during the year.
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116
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
26. FINANCIAL INSTRUMENTS CONTINUED
Included in assets
Level 2
Foreign currency forward contracts at fair value through profit and loss
Foreign currency forward contracts designated and effective as
hedging instruments carried at fair value
Cross currency interest rate swaps designated and effective as
hedging instruments carried at fair value
Cross currency interest rate swaps designated and effective as
cash hedging instruments
Current assets
Non-current assets
Included in liabilities
Level 2
Foreign currency forward contracts at fair value through profit and loss
Interest rate swaps at fair value through profit and loss
Interest rate swaps designated and effective as cash hedging instruments
Cross currency interest rate swaps designated and effective
as hedging instruments carried at fair value
Current liabilities
Non-current liabilities
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
0.1
0.3
54.1
2.5
57.0
0.1
56.9
57.0
1.0
4.1
1.6
-
6.7
2.5
4.2
6.7
2009
£m
-
-
44.7
-
44.7
-
44.7
44.7
-
3.5
2.6
-
6.1
-
6.1
6.1
2010
£m
0.1
0.3
-
-
0.4
0.1
0.3
0.4
1.0
4.1
1.6
120.5
127.2
2.5
124.7
127.2
2009
£m
-
-
44.7
-
44.7
-
6.1
6.1
-
3.5
2.6
-
6.1
-
6.1
6.1
Interest risk management
The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by
maintaining an appropriate mix between fixed and floating rate borrowings, by the use of interest rate swap contracts and forward interest rate contracts. Hedging
activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring optimal hedging strategies are applied, by either positioning
the balance sheet or protecting interest expense through different interest rate cycles.
Interest rate swaps
The Group adopts a policy of ensuring that its exposure to changes in interest rates on borrowings is either on a fixed rate basis or is subject to movements within
pre-defined limits. To achieve its desired interest rate profile the Group uses interest rate swaps.
As part of their interest rate management processes, in respect of the facilities described in note 25, the Group and the Company at the commencement of the
year were parties to four amortising swaps each with an initial notional value of £100m, two amortising swaps with an initial notional value of £50m and two non
amortising swaps each with a notional value of £50m. Contracts with notional values of £400m are designated as cash flow hedges with fixed interest payments
at an average rate of 1.51% for periods up until May 2011 and have floating interest receipts equal to 1 month LIBOR. The non-amortising interest rate swap with
a call option has a notional value of £50m with fixed interest payments at a rate of 4.595% for periods up until October 2013 and has floating interest payments
equal to 6 month LIBOR.
At 31 December 2010 the fair value of interest rate derivatives, all of which terminate before three years from the balance sheet date, to which the Group and
the Company were parties was estimated at £5.7m (2009: £6.1m). This amount is based on market values of equivalent instruments at the balance sheet date.
Interest rate swaps excluding those with a call option are designated and effective as cash flow hedges and the fair value thereof has been deferred in equity. A
credit of £0.7m (2009: £4.7m) in respect of the fair value movement on interest rate swaps with a call option has been taken to the income statement through
net finance charges as the Company has not applied hedge accounting.
Interest rate swap contracts
under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating interest rate amounts calculated on agreed notional
principal amounts. such contracts enable the Group to mitigate the risk of changing interest rates on the fair value of issued fixed rate debt held and the cash
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117
26. FINANCIAL INSTRUMENTS CONTINUED
flow exposures on the issued variable rate debt held. The fair value of interest rate swaps at the reporting date is determined by discounting the future cash flows
using the curves at the reporting date and the credit risk inherent in the contract, and is disclosed below. The average interest rate is based on the outstanding
balances at the end of the financial year.
The following tables detail the notional principal amounts and remaining terms of interest rate swap contracts as at the reporting date:
Cash flow hedges – outstanding receive floating pay fixed contracts
Average contract fixed interest rate
––––––––––––––––––––––––––––––––––––
Notional principle amount
––––––––––––––––––––––––––––––
Fair value
––––––––––––––––––––––––––––––
Less than 1 year
1 to 2 years
Greater than 5 years
2010
%
1.52%
-
5.40%
2009
%
-
1.51%
-
2010
£m
400.0
-
29.0
429.0
2009
£m
-
530.0
-
530.0
2010
£m
(1.6)
-
2.5
0.9
2009
£m
-
(2.6)
-
(2.6)
The interest rate swaps settle on a monthly basis. The floating rate on the interest rate swaps is 1 month LIBOR. The Group will settle the difference between
the fixed and floating interest rate on a net basis. All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are
designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps
and the interest rate payments on the loan occur simultaneously and the amount deferred in equity is recognised in the income statement over the period that the
floating rate interest payments on debt impact profit or loss.
Currency swaps
In order to eliminate the currency risk associated with the $400m unsecured senior notes described in note 25(i) the Group and the Company entered into five
cross currency swaps in varying amounts between £23m and £63m to fix the exchange rate at £1 equal to $1.73 for the entire lives of the unsecured loan notes.
The forward options fixed the notional amount receivable and payable in respect of the unsecured senior notes to £231m as well as fixing the exchange rate
applicable to future coupon payments.
During the year the Group and Company novated one cross currency interest rate swap with a notional value of $110m and a sterling equivalent of £63m
for total proceeds of £13.7m in the Group and £16.3m in the Company. The proceeds are being amortised to the income statement over the remain life of the
unsecured senior notes.
The remaining currency swaps manage the Group’s and the Company’s exposure to the fixed interest rate on the us dollar denominated borrowing arising out of
a private placement on 26 January 2006. There are two interest rate swaps of £58m that convert the borrowing rate on $200m of debt from 5.77% to a variable
rate on 6 month LIBOR plus a weighted average basis point increment of 81.9. At 26 January 2006 the variable rates were both at 5.43%. A further two interest
rate swaps of £29m and £23m convert the borrowing rates on us$50m, us$40m of debt from 5.89% to a variable rate based on six month LIBOR plus basis point
increment of 86.5 and 86.7 respectively. At 26 January 2006 the variable rates were at weighted average 5.47%.
In order to eliminate the currency risk associated with the Bss private placement of $125m The Bss Group plc entered into three cross currency interest rate
swaps to fix the exchange rate at £1 equal to $1.73 for the entire duration of the private placement. The interest rate swaps settle on a half yearly basis. The floating
rate on the interest rate swaps is six month LIBOR. There are two interest rate swaps on the seven year borrowing of £29m and £14m that convert the borrowings
on $50m and $25m respectively from 5.8% to a variable rate on six month LIBOR plus a basis point increment of 64.75 and 66.79. At 31 December 2010 the
fair value of cross currency derivatives was estimated at £54.1m (2009: £44.7m). All of these currency swaps are designated and effective as fair value hedges.
A further interest rate swap on the ten year borrowing of £29m converts the borrowing on the $50m debt from 5.91% to a fixed rate of 4.7% plus a basis point
increment of 70.75. This is accounted for as a cash flow hedge. At 31 December 2010 this cash flow hedge had an estimated fair value of £2.5m.
In April 2010 the Group and the Company entered into three forward contracts to purchase us$ with a notional value of $30m each and one with a notional
value of £20m. These contracts have a maturity date of January 2016. At 31 December 2010 the fair value of these forward contracts was estimated at £0.3m.
The interest rate swaps settle on a half yearly basis. The floating rate on the interest rate swaps is 6 months LIBOR. The Group will settle the difference between
the fixed and floating interest on a net basis.
Fair value hedges – outstanding receive fixed pay floating contracts
Average contract floating interest rate
––––––––––––––––––––––––––––––––––––
Notional principle amount
––––––––––––––––––––––––––––––
Fair value
––––––––––––––––––––––––––––––
2 to 5 years
Greater than 5 years
2010
%
1.8%
1.8%
2009
%
2.9%
2.9%
2010
£m
158.6
52.0
210.6
2009
£m
115.6
115.6
231.2
2010
£m
38.7
15.4
54.1
2009
£m
21.6
23.1
44.7
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118
118
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
26. FINANCIAL INSTRUMENTS CONTINUED
Interest rate swap contracts exchanging fixed rate interest for floating rate interest are designated and effective as fair value hedges in respect of interest rates.
During the period, the hedge was 100% effective in hedging the fair value exposure to interest movements and as a result, the carrying amount of the loan was
adjusted by £38.4m (2009: £39.7m), which was included in the income statement at the same time that the fair value of the interest rate swap was included in
the income statement.
The Group acquires goods for sale from overseas, which when not denominated in sterling are paid for principally in us dollars. The Group has entered into
forward foreign exchange contracts (all of which are less than one year in duration) to buy us dollars to hedge the exchange risk arising from these anticipated
future purchases. At the balance sheet date the total notional value of contracts to which the Group was committed was us$93.6m (2009: us$40m). The fair value
of these derivatives is £1.0m (2009: £0m). These contracts have not been designated as hedges and accordingly the fair value movement has been reflected in
the income statement.
On 15 October 2010 the Company derecognised the dollar receivable on $273m of cross currency interest rate swaps and transferred the rights to that
receivable to a subsidiary. The dollar legs had maturity dates and amounts of $188m in January 2013 and $85m in January 2016. The total fair value of the
dollar cross currency interest rate swaps in the Company is £120.5m. On the 15 October the Company subscribed to $273m of dollar preference shares issued
by a subsidiary company. These preference shares carry a right to receive interest and a total credit of £2.1m has been recognised in the income statement. The
investment in the preference shares has been retranslated at year end rates with a gain of £4.3m being recognised in the income statement.
The following table details the Group’s liquidity analysis for its derivative financial instruments and other financial liabilities. The table has been drawn up based
on the undiscounted net cash inflows / (outflows) on the derivative instrument that settle on a net basis and the undiscounted gross inflows and (outflows) on
those derivatives that require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has been determined by reference to
the projected interest and foreign currency rates as illustrated by the yield curves existing at the reporting date.
Gross settled
Interest rate swaps – receipts
Interest rate swaps – payments
Foreign exchange forward contracts
Total gross settled
Net settled
Interest rate swaps
Total derivative financial instruments
Borrowings
Other financial liabilities (note 29)
Finance leases (note 25d)
Total financial instruments
Gross settled
Interest rate swaps – receipts
Interest rate swaps – payments
Foreign exchange forward contracts
Total gross settled
Net settled
Interest rate swaps
Total derivative financial instruments
Borrowings
Other financial liabilities (note 29)
Finance leases (note 25d)
Total financial instruments
2010
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
0-1 year
£m
1-2 years
£m
2-5 years
£m
5+ years
£m
10.8
(2.9)
7.9
(57.4)
(49.5)
(0.8)
(50.3)
(93.7)
(831.0)
(2.7)
(977.7)
10.8
(3.6)
7.2
-
7.2
(0.9)
6.3
(78.5)
-
(2.7)
(74.9)
141.7
(122.0)
19.7
-
19.7
1.1
20.8
(508.2)
-
(7.6)
(495.0)
59.2
(52.6)
6.6
(0.4)
6.2
0.1
6.3
(211.3)
-
(23.6)
(228.6)
Total
£m
222.5
(181.1)
41.4
(57.8)
(16.4)
(0.5)
(16.9)
(891.7)
(831.0)
(36.6)
(1,776.2)
2009
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
0-1 year
£m
1-2 years
£m
2-5 years
£m
5+ years
£m
14.5
(3.7)
10.8
(26.8)
(16.0)
(1.9)
(17.9)
(73.8)
(638.7)
(2.8)
(733.2)
14.5
(4.5)
10.0
-
10.0
(6.0)
4.0
(70.0)
-
(2.8)
(68.8)
157.4
(132.4)
25.0
-
25.0
(2.2)
22.8
(520.9)
-
(7.9)
(506.0)
135.4
(122.9)
12.5
-
12.5
-
12.5
(135.8)
-
(26.2)
(149.5)
Total
£m
321.8
(263.5)
58.3
(26.8)
31.5
(10.1)
21.4
(800.5)
(638.7)
(39.7)
(1,457.5)
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119
26. FINANCIAL INSTRUMENTS CONTINUED
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative financial instruments at the
balance sheet date. For floating rate liabilities, the analysis is prepared assuming that the amount of liability outstanding at the balance sheet date was outstanding
for the whole year. A 1.0% increase or decrease is used when reporting interest rate risk internally to key management personnel. If interest rates had been 1.0%
higher / lower and all other variables were held constant, the Group’s:
● Profit before taxation for the year ended 31 December 2010 would have decreased / increased by £0.2m (2009: increased / decreased by £3m) including £1m
(2009: £2m) of movement on interest rate swaps with options;
● Net equity would have increased / decreased by £0.2m (2009: increased / decreased by £6m) mainly as a result of the changes in the fair value of interest rate
derivatives.
The Group’s sensitivity to interest rates has decreased during the current period mainly due to the increase in the nominal value of interest rate derivatives.
27. PROVISIONS
At 1 January 2010
Arising on acquisition
Additional provision in the year
Exceptional provision release
utilisation of provision
unwinding of discount
At 31 December 2010
Included in current liabilities
Included in non-current liabilities
TH E GR OuP
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Property
£m
Insurance
£m
Other
£m
58.3
3.4
0.2
(2.1)
(8.0)
2.8
54.6
18.6
36.0
54.6
28.8
2.0
2.6
-
(1.9)
-
31.5
31.5
-
31.5
2.2
-
0.8
-
-
-
3.0
3.0
-
3.0
Total
£m
89.3
5.4
3.6
(2.1)
(9.9)
2.8
89.1
53.1
36.0
89.1
The Group has a number of vacant and partly sub-let leasehold properties. Where necessary provision has been made for the residual lease commitments after
taking into account existing and anticipated sub-tenant arrangements.
It is Group policy to substantially self insure itself against claims arising in respect of damage to assets, or due to employers or public liability claims. The nature
of insurance claims means they may take some time to be settled. The insurance claims provision represents management’s best estimate, based upon external
advice of the value of outstanding insurance claims where the final settlement date is uncertain.
The following table details the Group’s liquidity analysis of its provisions. The table has been drawn up based on the undiscounted net cash outflows.
2010
Property
Insurance
Other
2009
Property
Insurance
Other
The Company has no provisions.
0-1 year
£m
1-2 years
£m
2-5 years
£m
5+ years
£m
17.0
31.5
3.0
51.5
13.7
28.8
2.2
44.7
8.7
-
-
8.7
9.3
-
-
9.3
18.1
-
-
18.1
23.2
-
-
23.2
28.5
-
-
28.5
31.8
-
-
31.8
Total
£m
72.3
31.5
3.0
106.8
78.0
28.8
2.2
109.0
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120
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
28. DEFERRED TAX
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting periods.
The Group
At 1 Jan
2009
£m
Recognised
in income
£m
Recognised
in equity
£m
At 31 Dec
2009
£m
Recognised in
non-current
assets
£m
Acquired
in year
£m
Recognised
in income
£m
Recognised
in equity
£m
At 31 Dec
2010
£m
Capital allowances
Revaluation
share based payments
Provisions
Derivatives
Business combinations
Brand
Pension scheme surplus
Deferred tax liability
Deferred tax asset
Net deferred tax
13.9
12.1
-
(10.4)
-
13.6
45.5
-
74.7
(19.5)
55.2
(2.3)
-
(3.0)
(0.3)
-
(0.9)
-
-
(6.5)
15.4
8.9
-
-
(0.8)
-
(4.6)
-
-
-
(5.4)
(7.9)
(13.3)
11.6
12.1
(3.8)
(10.7)
(4.6)
12.7
45.5
-
62.8
(12.0)
50.8
(0.3)
0.3
(0.1)
(0.1)
0.6
-
3.9
-
4.3
(16.4)
(12.1)
-
-
-
-
-
5.4
60.6
-
66.0
-
66.0
(4.7)
-
(1.8)
(1.1)
-
(1.4)
(1.6)
3.9
(6.7)
12.0
5.3
-
(0.4)
(5.9)
-
2.1
-
-
4.7
0.5
-
0.5
6.6
12.0
(11.6)
(11.9)
(1.9)
16.7
108.4
8.6
126.9
(16.4)
110.5
At the balance sheet date the Group had unused capital losses of £59.3m (2009: £59.3m) available for offset against future capital profits. No deferred tax asset
has been recognised because it is not probable that future taxable profits will be available against which the Group can utilise the losses.
Other than disclosed above, no deferred tax assets and liabilities have been offset.
The Group has recognised a deferred tax asset of £16.4m (2009: £12.0m) in respect of the deficit on the Bss group pension schemes. The Directors believe
that the deferred tax asset will be realised as the deficit is reduced over the coming years.
The Company
Provided
share based payments
Derivatives
Provisions
At 1 Jan
2009
£m
Recognised
in equity
£m
Recognised
in income
£m
At 31 Dec
2009
£m
Recognised
in income
£m
Recognised
in equity
£m
At 31 Dec
2010
£m
-
-
(0.7)
(0.7)
(3.0)
-
0.1
(2.9)
(0.8)
(4.6)
-
(5.4)
(3.8)
(4.6)
(0.6)
(9.0)
(1.8)
-
(0.1)
(1.9)
(5.9)
2.1
-
(3.8)
(11.5)
(2.5)
(0.7)
(14.7)
29. OThER FINANCIAL LIABILITIES
Trade payables
Other taxation and social security
Other payables
Accruals and deferred income
Trade and other payables
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
684.7
50.1
146.3
118.8
999.9
2009
£m
408.9
33.7
98.6
97.5
638.7
2010
£m
-
-
26.7
-
26.7
2009
£m
-
-
19.6
-
19.6
The Group
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases
is 55 days (2009: 52 days). The Directors consider that the carrying amount of trade payables approximates to their fair value. The Group has financial risk
management policies in place to ensure that all payables are paid within the credit timeframe.
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
121
29. OThER FINANCIAL LIABILITIES CONTINUED
The Company
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases
is 30 days (2009: 30 days). The Directors consider that the carrying amount of trade payables approximates to their fair value.
30. ACqUISITION OF BUSINESSES
(a) The BSS Group plc (2009: other)
On the 14 December 2010 the Group acquired the entire issued share capital of The Bss Group plc. The acquisition was accounted for using the purchase method
of accounting. The acquisition has created the leading plumbing and heating distribution business in the uk.
2010
Provisional fair value acquired
£m
2009
Fair value acquired
£m
Net assets acquired:
Property, plant and equipment
Identifiable intangible assets
Derivative financial instruments
Investments
Inventories
Trade and other receivables
Retirement benefit obligations
Trade and other payables
Provisions
Deferred tax liabilities
Current tax liabilities
Bank overdrafts and loans
Goodwill
Deferred consideration
Amount payable
Satisfied by:
Cash
Equity instruments (closing price on 14 December 2010)
36.5
257.3
14.9
0.1
199.7
316.8
(59.6)
(242.0)
(5.4)
(53.9)
(3.5)
(174.6)
286.3
337.6
-
623.9
294.7
329.2
623.9
-
-
-
-
-
0.1
-
0.4
-
-
-
(1.8)
(1.3)
1.4
0.9
1.0
1.0
-
1.0
Due to the close proximity of the date of acquisition of The Bss Group plc to the Group’s year-end it has not been possible to undertake all of the reviews that the
Directors of Travis Perkins believe are necessary to finalise the fair value adjustments relating to the Bss balance sheet on the acquisition date. Accordingly the fair
values ascribed to assets and liabilities in the table above are provisional and will be subject to change in the 2011 statutory accounts.
Expenses incurred on the acquisition of The Bss Group plc are discussed in note 5. The total amount of goodwill expected to be deductible for tax purposes
is nil. The fair value of the financial assets include trade and other receivables with a fair value of £311.6m and a gross contractual value of £316.8m. The best
estimate at the acquisition date of the contractual cash flows not to be collected are £5.2m.
The identifiable intangible assets comprise customer relationships of £134.8m, brands acquired of £112.9m and computer software of £9.6m.
If the acquisition of The Bss Group plc had been completed on the first day of the financial year, group revenues for the period would have been £4,599m and
group operating profit would have been £300m.
Goodwill arising on acquisitions
The goodwill arising on the acquisition made during the year is attributable to the anticipated profitability of this acquisition and the future operating synergies
arising in the enlarged group.
20386.04
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122
122
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
30. ACqUISITION OF BUSINESSES CONTINUED
(b) Other acquisitions
The Group paid £0.2m for other immaterial acquisitions during 2010.
31. OPERATING LEASE ARRANGEMENTS
The Group leases a number of trading properties under operating leases. The leases are typically 25 years in duration, although some have lessee only break
clauses of between 10 and 15 years. Lease payments are reviewed every five years and increases applied in line with market rates. The Group also leases certain
items of plant and equipment. The Company has no operating lease arrangements.
The Group as lessee
Minimum lease payments under operating leases recognised in income for the year
2010
£m
143.4
2009
£m
135.4
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due
as follows:
Within one year
In the second to fifth years inclusive
After five years
2010
£m
167.4
576.7
1,153.9
1,898.0
2009
£m
136.2
489.9
1,086.8
1,712.9
The Group as lessor
The Group sublets a number of ex-trading properties to third parties. Property rental income earned during the year in respect of these properties was £4.0m
(2009: £4.7m).
At the balance sheet date, the Group had contracts with tenants for the following future minimum lease payments:
Within one year
In the second to fifth years inclusive
After five years
2010
£m
3.6
11.1
14.1
28.8
2009
£m
3.6
12.6
15.8
32.0
32. RELATED PARTY TRANSACTIONS
The Group has a related party relationship with its subsidiaries and with its directors. Transactions between group companies, which are related parties, have
been eliminated on consolidation and are not disclosed in this note. Transactions between the Company and its subsidiaries are disclosed below. In addition the
remuneration, and the details of interests in the share capital of the Company, of the Directors, are provided in the audited part of the remuneration report on
pages 66 to 71.
The remuneration of the key management personnel of the Group is set out below in aggregate for each of the categories specified in IAs 24 Related Party
Disclosures.
short term employee benefits
share based payments
2010
£m
8.0
3.0
11.0
2009
£m
6.6
2.3
8.9
20386.04
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N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
123
32. RELATED PARTY TRANSACTIONS CONTINUED
The Company undertakes the following transactions with its active subsidiaries:
● Providing day-to-day funding from its uk banking facilities;
● Levying an annual management charge to cover services provided to members of the Group of £6.9m (2009: £6.9m);
● Receiving annual dividends totalling £40.3m (2009: £122.4m).
Details of balances outstanding with subsidiary companies are shown in note 19 and on the Balance sheet on page 82.
There have been no material related party transactions with directors.
Details of transactions with the Group’s Associate Companies Toolstation and The Mosaic Tile Company Limited are shown in note 18. Operating transactions with
both associates during the year were not significant.
33. CAPITAL COMMITMENTS
Contracted for but not provided in the accounts
34. NET DEBT RECONCILIATION
Net debt at 1 January
(Decrease) / increase in cash and cash equivalents
Net debt arising on acquisition
Cash flows from debt
Decrease / (increase) in fair value of debt
Finance charges netted off bank debt
Amortisation of swap cancellation receipt
Discount unwind on pension sPV
Net debt at 31 December
(773.6)
(467.2)
35. GEARING
Net debt under IFRs
IAs 17 finance leases
swap cancellation receipt
Fair value on debt acquired
Fair value adjustment to debt
Finance charges netted off bank debt
Net debt under covenant calculations
Total equity
Gearing
20386.04
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TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
16.1
2009
£m
4.2
2010
£m
-
2009
£m
-
TH E GR OuP
–––––––––––––––––––––––––
TH E CO M P A N Y
–––––––––––––––––––––––––
2010
£m
(467.2)
(296.3)
(174.6)
167.6
3.1
(5.7)
1.0
(1.5)
2009
£m
(1,017.4)
351.8
-
161.6
39.7
(2.9)
-
-
2010
£m
(477.9)
(302.5)
-
34.3
(2.1)
(5.0)
3.6
-
(749.6)
2009
£m
(1,091.6)
416.8
-
160.1
39.7
(2.9)
-
-
(477.9)
TH E GR OuP
–––––––––––––––––––––––––
2010
£m
(773.6)
21.9
5.1
12.4
37.4
(4.6)
(701.4)
2009
£m
(467.2)
23.2
-
-
40.5
(9.6)
(413.1)
1,951.8
1,460.4
36.0%
28.3%
124
124
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
36. FREE CASh FLOW
Net debt at 1 January
Net debt at 31 December
(Decrease) / increase in net debt
Dividends paid
Net cash outflow for expansion capital expenditure
Net cash outflow for acquisitions
Net cash outflow for acquisition of investments
swap cancellation fee
Amortisation of swap cancellation receipt
Discount unwind on sPV
Cash impact of exceptional items
Interest in associate
shares issued
Decrease in fair value of debt
Movement in finance charges netted off bank debt
Net debt arising on Bss on acquisition
special pension contributions
Free cash flow
37. ADJUSTED RETURN ON EqUITY AND ADJUSTED RETURN ON CAPITAL
Adjusted return on equity
Profit before tax
Amortisation of intangible assets
Exceptional items
Bss post acquisition loss before tax
Adjusted profit before tax
Opening equity
Net pension deficit
Goodwill written off
Opening net assets
Closing equity
Bss post acquisition loss after tax
shares issued in respect of the Bss acquisition
Net Travis Perkins pension (surplus) / deficit
Goodwill written off
Closing net assets
Average net assets
Adjusted return on equity
20386.04
proof 2
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TH E GR OuP
–––––––––––––––––––––––––
2010
£m
(467.2)
(773.6)
(306.4)
10.1
29.0
294.9
-
-
(0.9)
1.5
7.6
12.5
(0.3)
(3.1)
5.7
174.6
52.6
277.8
2009
£m
(1,017.4)
(467.2)
550.2
-
11.1
-
1.0
28.7
-
-
2.5
12.9
(300.3)
(39.7)
2.9
-
25.1
294.4
TH E GR OuP
–––––––––––––––––––––––––
2010
£m
196.8
0.2
19.7
2.8
219.5
1,460.4
31.0
92.7
1,584.1
1,951.8
2.8
(329.2)
(23.1)
92.7
1,695.0
2009
£m
212.7
-
(32.7)
-
180.0
1,018.2
50.4
92.7
1,161.3
1,460.4
-
-
31.0
92.7
1,584.1
1,640.0
1,372.7
13.4%
13.1%
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
125
37. ADJUSTED RETURN ON EqUITY AND ADJUSTED RETURN ON CAPITAL CONTINUED
Adjusted return on capital
Operating profit
Amortisation of intangible assets
Exceptional items
Bss post acquisition operating losses (excluding exceptional items)
Adjusted operating profit
Opening net assets
Net pension deficit
Goodwill written off
Net borrowings
Exchange adjustment
Opening capital employed
Closing net assets
Bss post acquisition loss before tax
shares issued in respect of the Bss acquisition
Net Travis Perkins pension (surplus) / deficit
Goodwill written off
Net borrowings
Borrowings arising from the Bss acquisition
Exchange adjustment
Closing capital employed
Average capital employed
Adjusted return on capital
TH E GR OuP
–––––––––––––––––––––––––
2010
£m
219.8
0.2
19.0
2.6
241.6
1,460.4
31.0
92.7
467.2
(40.5)
2,010.8
1,951.8
2.8
(329.2)
(23.1)
92.7
773.6
(469.3)
(37.4)
1,961.9
2009
£m
257.3
-
(32.7)
-
224.6
1,018.2
50.4
92.7
1,017.4
(80.2)
2,098.5
1,460.4
-
-
31.0
92.7
467.2
-
(40.5)
2,010.8
1,986.4
2,054.7
12.2%
10.9%
38. ADJUSTED RATIO OF NET DEBT TO EARNINGS BEFORE INTEREST, TAX AND DEPRECIATION
Adjusted ratio of net debt to earnings before interest, tax and depreciation (‘EBITDA’) is derived as follows:
Profit before tax
Net finance costs
Depreciation, impairments and amortisation
EBITDA under IFRs
Exceptional operating items
Bss 2010 pre-acquisition EBITDA
IFRs adjustments not included in covenant calculations
Adjusted EBITDA under covenant calculations
Net debt under covenant calculations
Adjusted net debt to EBITDA
TH E GR OuP
–––––––––––––––––––––––––
2010
£m
196.8
23.0
57.7
277.5
19.0
71.3
(2.6)
365.2
701.4
1.92x
2009
£m
212.7
44.6
58.7
316.0
(32.7)
-
(2.5)
280.8
413.1
1.47x
20386.04
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126
126
F I V E yE A R R E C O R D
FIVE YEAR
RECORD
Consolidated income statement
Revenue
2010
£m
2009
£m
2008
£m
2007
£m
2006
£m
3,152.8
2,930.9
3,178.6
3,186.7
2,848.8
Operating profit before amortisation and exceptional items
Amortisation
Exceptional items
Operating profit
Net finance costs
Profit before tax
Income tax expense
Net profit
Adjusted return on capital
Adjusted return on equity
Basic earnings per share
Adjusted earnings per share
Dividend declared per ordinary share (pence)
Branches at 31 December (No.)
239.0
(0.2)
(19.0)
219.8
(23.0)
196.8
(55.5)
141.3
12.2%
13.4%
69.6p
77.2p
15.0p
1,813
224.6
-
32.7
257.3
(44.6)
212.7
(55.3)
157.4
10.9%
13.1%
88.4p
75.2p
-
1,238
271.5
-
(56.2)
215.3
(69.0)
146.3
(44.4)
101.9
12.9%
17.6%
68.6p
96.9p
14.5p
1,223
319.9
-
-
319.9
(58.5)
261.4
(76.1)
185.3
15.9%
23.6%
120.8p
118.1p
44.9p
1,125
278.0
-
11.6
289.6
(57.7)
231.9
(64.9)
167.0
14.6%
21.8%
108.7p
100.4p
37.4p
1,022
Average number of employees (No.)
15,792
14,528
15,414
14,580
13,831
Basic and adjusted earnings per share for 2006, 2007 and 2008 have been restated for the impact of the rights issue.
20386.04
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F I V E yE A R R E C O R D
FIVE YEAR
RECORD
Consolidated cash flow statement
Cash generated from operations
Net interest paid
swap cancellation receipt / (payment)
Income taxes paid
Net purchases of investments, property and plant
Interest in associates
Acquisition of businesses net of cash acquired
Proceeds from issuance of share capital
Dividends paid
Bank facility finance charges
Own shares acquired
Payment of finance lease liabilities
Repayment of unsecured loan notes
Pension sPV
(Decrease) / increase in bank loans
Net (decrease) / increase in cash and cash equivalents
Net debt at 1 January
Non cash adjustment
Loan notes issued
Cash flow from debt and debt acquired
Net debt at 31 December
Free Cash Flow
127
2010
£m
282.3
(16.0)
13.7
(42.4)
(35.4)
(12.5)
(294.9)
0.3
(10.1)
-
-
(1.3)
(0.6)
34.7
(214.1)
(296.3)
(467.2)
(3.1)
-
(7.0)
(773.6)
2009
£m
319.8
(29.0)
(28.7)
(27.3)
(7.8)
(12.9)
(1.0)
300.3
-
-
-
(1.5)
(0.1)
-
(160.0)
351.8
(1,017.4)
36.8
-
161.6
2008
£m
337.6
(63.0)
-
(66.0)
(82.4)
(20.7)
(22.5)
0.6
(52.5)
(14.7)
-
(2.1)
(11.5)
-
(33.7)
(30.9)
(941.0)
(92.8)
-
47.3
(467.2)
(1,017.4)
2007
£m
303.9
(72.5)
-
(74.5)
(118.9)
-
(47.2)
6.8
(48.1)
-
(76.0)
(1.9)
(0.2)
-
98.6
(30.0)
(804.4)
(2.4)
(7.7)
(96.5)
(941.0)
277.8
294.4
185.3
157.8
2006
£m
323.3
(59.0)
-
(57.3)
(13.5)
-
(10.9)
6.9
(42.5)
-
-
(2.8)
(0.3)
-
(143.7)
0.2
(982.4)
-
-
177.8
(804.4)
216.6
20386.04
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128
128
F I V E yE A R R E C O R D
FIVE YEAR
RECORD
Consolidated balance sheet
Assets
Non-current assets
Property, plant and equipment
Goodwill and other intangible assets
Derivative financial instruments
Interest in associates
Investment property and other investments
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Assets held for resale
Cash and cash equivalents
Total assets
Issued capital
share premium account
Merger reserve
Own shares
Other reserves
Accumulated profits
Total equity
Non-current liabilities
Interest bearing loans and borrowings
Derivative financial instruments
Retirement benefit obligations
Long term provisions
Deferred tax liabilities
Current liabilities
Interest bearing loans and borrowings
Derivative financial instruments
Trade and other payables
Tax liabilities
short-term provisions
2010
£m
2009
£m
2008
£m
2007
£m
2006
£m
526.0
2,101.9
57.0
45.7
1.9
16.4
571.6
692.5
2.3
62.9
499.0
1,515.3
44.7
31.7
4.8
12.0
312.7
375.4
-
347.2
534.5
1,513.9
80.3
19.6
5.4
19.5
321.9
388.6
-
7.7
505.0
1,492.2
3.0
-
5.5
4.5
330.2
422.6
-
26.3
426.4
1,444.5
3.8
-
5.9
24.2
294.4
364.3
-
56.3
4,078.2
3,142.8
2,891.4
2,789.3
2,619.8
24.2
471.5
325.9
(83.4)
14.4
1,199.2
1,951.8
760.9
4.2
27.9
36.0
126.9
75.6
2.5
999.9
39.4
53.1
20.9
471.2
-
(83.7)
9.2
1,042.8
12.3
179.5
-
(83.7)
6.0
904.1
12.3
178.9
-
(83.9)
27.1
902.5
1,460.4
1,018.2
1,036.9
739.1
6.1
43.0
43.7
62.8
75.3
-
638.7
28.1
45.6
1,007.3
25.8
69.9
47.8
74.7
17.8
-
582.2
9.1
38.6
863.9
29.8
16.0
13.7
75.3
103.4
-
585.0
32.3
33.0
12.2
172.2
-
(7.9)
29.3
727.3
933.1
763.6
30.9
80.8
13.1
71.1
97.1
0.2
565.2
34.2
30.5
Total liabilities
2,126.4
1,682.4
1,873.2
1,752.4
1,686.7
Total equity and liabilities
4,078.2
3,142.8
2,891.4
2,789.3
2,619.8
20386.04
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N O T I C E O F A N N U A L G E N E R A L M E E T I N G
129
NOTICE OF
ANNUAL GENERAL
MEETING
Notice is hereby given that the forty-seventh Annual General Meeting of
Travis Perkins plc will be held at Northampton Rugby Football Club, Franklin’s
Gardens, Weedon Road, Northampton, NN5 5BG on Thursday 26 May 2011
at 11.45 am.
ThE RESOLUTIONS
Resolutions 1 to 9 (inclusive) will be proposed as ordinary resolutions.
Resolutions 10 to 12 (inclusive) will be proposed as special resolutions.
1. To receive the Company’s annual accounts for the financial year ended
31 December 2010, together with the directors’ report, the directors’
remuneration report and the auditors’ report on those accounts and on
the auditable part of the directors’ remuneration report.
2. To declare a final dividend for the financial year ending 31 December
2010 of 10 pence per ordinary share, payable to shareholders on the
register at the close of business on 6 May 2011.
3. To re-appoint Andrew simon as a non-executive director, who is retiring
by rotation pursuant to Article 71 of the Company’s Articles of Association.
Biographical details of Andrew simon appear on page 47.
4. To re-appoint Philip Jansen as a non executive director, who is retiring by
rotation pursuant to Article 71 of the Company’s Articles of Association.
Biographical details of Philip Jansen appear on page 47.
5. To re-appoint John Carter as a director, who is retiring by rotation pursuant
to Article 71 of the Company’s Articles of Association. Biographical details
of John Carter appear on page 46.
6. To re-appoint Deloitte LLP, Chartered Accountants, as auditors of the
Company to hold office from the conclusion of this meeting until the
conclusion of the next general meeting of the Company at which accounts
are laid.
7. To authorise the Directors to fix the remuneration of Deloitte LLP.
8. That the directors’ remuneration report for the financial year ended 31
December 2010 set out on pages 62 to 71 be approved.
9. That, in substitution for all existing authorities, the Directors be generally
and unconditionally authorised in accordance with section 551 of the
Companies Act 2006 to exercise all the powers of the Company to allot:
(a) shares (as defined in section 540 of the Companies Act 2006) or
grant rights to subscribe for or to convert any security into shares up
to an aggregate nominal amount of £8,057,284; and
(b) equity securities (as such phrase is to be interpreted in accordance
with section 560 of the Companies Act 2006) up to an aggregate
nominal amount of £16,114,568 (such amount to be reduced by the
aggregate nominal amount of shares allotted or rights to subscribe for
or to convert any security into shares in the Company granted under
paragraph (a) of this resolution 9) in connection with an offer by way
of a rights issue:
i. to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
ii. to holders of other equity securities (as defined in section 560(1)
of the Companies Act 2006) as required by the rights of those
securities or, subject to such rights, as the directors otherwise
consider necessary,
and so that the Directors may impose any limits or restrictions and
make any arrangements which they consider necessary or appropriate
to deal with treasury shares, fractional entitlements, record dates,
legal, regulatory or practical problems in, or under the laws of, any
territory or any other matter,
such authorities to apply until the end of the Company’s next annual
general meeting after this resolution is passed (or, if earlier, until the close
of business on 30 June 2012) but, in each case, so that the Company
may make offers and enter into agreements before the authority expires
which would, or might, require shares to be allotted or rights to subscribe
for or to convert any security into shares to be granted after the authority
expires and the Directors may allot shares or grant such rights under any
such offer or agreement as if the authority had not expired.
10. That, in substitution for all existing powers and subject to the passing of
resolution 9, the Directors be generally empowered pursuant to section
570 of the Companies Act 2006 to allot equity securities (as such phrase
is to be interpreted in section 560 of the Companies Act 2006) for cash
pursuant to the authority granted by resolution 9 and/or where the
allotment constitutes an allotment of equity securities by virtue of section
560(3) of the Companies Act 2006, in each case free of the restriction in
section 561 of the Companies Act 2006, such power to be limited:
(a) to the allotment of equity securities in connection with an offer of
equity securities (but in the case of an allotment pursuant to the
authority granted by paragraph (b) of resolution 9, such power shall
be limited to the allotment of equity securities in connection with an
offer by way of a rights issue only):
i. to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
ii. to holders of other equity securities (as defined in section 560(1)
of the Companies Act 2006), as required by the rights of those
securities or, subject to such rights, as the directors otherwise
consider necessary and so that the Directors may impose any limits
or restrictions and make any arrangements which they consider
necessary or appropriate to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory or practical problems
in, or under the laws of, any territory or any other matter; and
(b) to the allotment of equity securities pursuant to the authority
granted by paragraph (a) of resolution 9 and/or an allotment which
constitutes an allotment of equity securities by virtue of section
560(3) of the Companies Act 2006 (in each case otherwise than in
the circumstances set out in paragraph (a) of this resolution 10) up
to a nominal amount of £1,208,593 calculated, in the case of equity
securities which are rights to subscribe for, or to convert securities
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N O T I C E O F A N N U A L G E N E R A L M E E T I N G
NOTICE OF
ANNUAL GENERAL
MEETING
into, ordinary shares (as defined in section 560(1) of the Companies
Act 2006) by reference to the aggregate nominal amount of relevant
shares which may be allotted pursuant to such rights,
such power to apply until the end of the Company’s next annual general
meeting after this resolution is passed (or, if earlier, until the close of
business on 30 June 2012); but so that the Company may make offers
and enter into agreements before the power expires which would, or
might, require equity securities to be allotted after the power expires
and the Directors may allot equity securities under any such offer or
agreement as if the power had not expired.
11. That a general meeting other than an annual general meeting may be
called on not less than 14 clear days’ notice.
12. That the Company be and is hereby generally and unconditionally
authorised to make one or more market purchases (within the meaning
of section 693(4) of the Companies Act 2006) of ordinary shares of 10
pence each in the capital of the Company (‘ordinary shares’), provided
that:
(a) the maximum aggregate number of ordinary shares authorised to
be purchased is 24,171,853 (representing 10% of the issued share
capital of the Company as at 22 February 2011);
(b) the minimum price (exclusive of expenses) which may be paid for an
ordinary share is its nominal value of 10 pence;
(c) the maximum price (exclusive of expenses) which may be paid for
an ordinary share is an amount equal to 105% of the average of
the middle market quotations for an ordinary share as derived from
The London stock Exchange Daily Official List for the five business
days immediately preceding the day on which that ordinary share is
purchased;
(d) this authority expires at the conclusion of the next Annual General
Meeting of the Company or 30 June 2012, whichever is the earlier;
and
(e) the Company may make a contract to purchase ordinary shares under
this authority before the expiry of such authority, which will or may be
executed wholly or partly after the expiry of such authority, and may
make a purchase of ordinary shares pursuant to any such contract.
By order of the Board
Andrew Pike
Company secretary
Lodge Way House, Harlestone Road, Northampton NN5 7uG
22 February 2011
Registered in England No. 824821
Directions to Northampton Rugby Football Club can be found on page 133.
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NOTES TO ThE
NOTICE OF ANNUAL
GENERAL MEETING
1. A form of proxy is enclosed and instructions for its use are shown on
the form. The appointment of a proxy will not prevent a member from
subsequently attending, voting and speaking at the Meeting in person, in
which case any votes of the proxy will be superseded.
2. A member of the Company is entitled to appoint a proxy to exercise all
or any of his rights to attend, speak and vote at a general meeting of
the Company. A member may appoint more than one proxy, provided
that each proxy is appointed to exercise the rights attaching to different
shares. A proxy need not be a member.
3. To appoint more than one proxy, (an) additional proxy form(s) may be
obtained by contacting the Registrars or you may photocopy the form.
Please indicate in the box next to the proxy holder’s name the number of
shares in relation to which they are authorised to act as your proxy. Please
also indicate by ticking the box provided if the proxy instruction is one of
multiple instructions being given. All forms must be signed and should be
returned together in the same envelope.
4. The right to appoint a proxy under note 1 above does not apply to
persons whose shares are held on their behalf by another person and
who have been nominated to receive communication from the Company
in accordance with section 146 of the Companies Act 2006 (‘nominated
persons’). Nominated persons may have a right under an agreement
with the registered shareholder who holds shares on their behalf to be
appointed (or to have someone else appointed) as a proxy. Alternatively, if
nominated persons do not have such a right, or do not wish to exercise it,
they may have a right under such an agreement to give instructions to the
person holding the shares as to the exercise of voting rights.
5. To be effective, the instrument appointing a proxy and any authority under
which it is signed (or a notarially certified copy of such authority) for the
Annual General Meeting to be held at Northampton Rugby Football Club,
Franklins Gardens, Weedon Road, Northampton, NN5 5Bq at 11.45 am
on Thursday 26 May 2011 and any adjournment(s) thereof must be
returned to Capita Registrars, PXs, 34 Beckenham Road, Beckenham,
kent, BR3 4Tu, by 11.45 am on 24 May 2011. Alternatively you may
submit your proxy form online by accessing the shareholder portal at
www.capitaregistrars.com, logging in and selecting the ‘Proxy Voting’ link.
If you have not previously registered for electronic communications, you
will first be asked to register as a new user, for which you will require your
investor code (which can be found on the enclosed proxy form, your share
certificate or dividend tax voucher), family name and post code (if resident
in the uk).
6. CREsT members who wish to appoint a proxy or proxies through
the CREsT electronic proxy appointment service may do by using the
procedures described in the CREsT Manual.
In order for a proxy appointment made by means of CREsT to be
valid, the appropriate CREsT message (a ‘CREsT Proxy Instruction’) must
be properly authenticated in accordance with Euroclear uk & Ireland
Limited’s specifications and must contain the information required for
such instructions, as described in the CREsT Manual. The message,
regardless of whether it constitutes the appointment of a proxy or an
amendment to the instruction given to a previously appointed proxy must,
in order to be valid, be transmitted so as to be received by the Company’s
agent (ID RA10) by the latest time(s) for receipt of proxy appointments
specified in the notice of meeting (11.45 am on 24 May 2011). For this
purpose, the time of receipt will be taken to be the time (as determined
by the timestamp applied to the message by the CREsT Application Host)
from which the Company’s agent is able to retrieve the message by
enquiry to CREsT in the manner prescribed by CREsT. After this time,
any change of instructions to proxies appointed through CREsT should be
communicated to the appointee through other means.
CREsT members and, where applicable, their CREsT sponsors and
voting service providers should note that Euroclear uk & Ireland Limited
does not make available special procedures in CREsT for any particular
messages. Normal system timings and limitations will therefore apply in
relation to the input of CREsT Proxy Instructions. It is the responsibility
of the CREsT member concerned to take (or, if the CREsT member is a
CREsT personal member or sponsored member or has appointed a voting
service provider(s), to procure that his CREsT sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a
message is transmitted by means of the CREsT system by any particular
time. In this connection, CREsT members and, where applicable, their
CREsT sponsors or voting service providers are referred, in particular, to
those sections of the CREsT Manual concerning practical limitations of
the CREsT system and timings. The CREsT Manual can be reviewed at
www.euroclear.com/CREsT.
The Company may treat as invalid a CREsT Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the uncertificated
securities Regulations 2001.
In each case the proxy appointments must be received by the Company
not less than 48 hours before the time appointed for holding the meeting
or any adjournment thereof.
7. Only those members entered on the register of members of the Company
as at 6.00 pm on 24 May 2011 shall be entitled to attend or vote at the
meeting in respect of the number of shares registered in their name at
that time. Changes to entries on the register of members after that time
shall be disregarded in determining the rights of any person to attend or
vote at the meeting.
CREsT personal members or other CREsT sponsored members, and
those CREsT members who have appointed a voting service provider(s)
should refer to their CREsT sponsors or voting service provider(s), who
will be able to take the appropriate action on their behalf.
8. Reference to the register means the issuer register of members and the
Operator register of members maintained in accordance with Regulation
20 of the uncertificated securities Regulations 2001.
9. The following documents will be available for inspection at the Registered
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N O T E S T O T H E N O T I C E O F A N N U A L G E N E R A L M E E T I N G
NOTES TO ThE
NOTICE OF ANNUAL
GENERAL MEETING
Office of the Company during usual business hours on any weekday
(saturdays, sundays and public holidays excluded) from the date of this
Notice to the date of the meeting and at Northampton Rugby Football
Club from 11.15 am on the day of the meeting until the conclusion of the
meeting.
● Copies of contracts of service of directors and non–executive directors’
letters of appointment with the Company, or with any of its subsidiary
companies.
● The register of directors’ interests kept by the Company
● A copy of the Company’s Articles of Association.
● A statement giving particulars of directors’ relevant transactions.
10. At 22 February 2011 (being the latest practicable date before publication
of this notice) the issued share capital of the Company consisted of
241,718,527 ordinary shares, carrying one vote each. Therefore, the total
voting rights in the Company as at 22 February 2011 was 241,718,527.
11. A person to whom this Notice is sent who is a person nominated under
section 146 of the Companies Act 2006 to enjoy information rights (a
‘Nominated Person’) may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the Meeting. If a
Nominated Person has no such proxy appointment right or does not wish
to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
12. The statement of the rights of members in relation to the appointment
of proxies in paragraphs 1 to 6 above does not apply to a Nominated
Person. The rights described in these paragraphs can only be exercised
by registered members of the Company.
13. Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of the same powers as
the corporation could exercise if it were an individual member.
14. under section 527 of the Companies Act 2006 members meeting the
threshold requirements set out in that section have the right to require
the company to publish on a website a statement setting out any matter
relating to: (i) the audit of the Company’s accounts (including the auditor’s
report and the conduct of the audit) that are to be laid before the meeting;
or (ii) any circumstance connected with an auditor of the Company ceasing
to hold office since the previous meeting at which annual accounts and
reports were laid in accordance with section 437 of the Companies Act
2006. The Company may not require the shareholders requesting any
such website publication to pay its expenses in complying with sections
527 or 528 of the Companies Act 2006. Where the Company is required
to place a statement on a website under section 527 of the Companies
Act 2006, it must forward the statement to the Company’s auditor not
later than the time when it makes the statement available on the website.
The business which may be dealt with at the meeting includes any
statement that the Company has been required under section 527 of the
Companies Act 2006 to publish on a website.
15. under section 338 and section 338A of the Companies Act 2006,
members meeting the threshold requirements in those sections have
the right to require the company (i) to give, to members of the company
entitled to receive notice of the meeting, notice of a resolution which may
properly be moved and is intended to be moved at the meeting and/or
(ii) to include in the business to be dealt with at the meeting any matter
(other than a proposed resolution) which may be properly included in the
business. A resolution may properly be moved or a matter may properly
be included in the business unless (a) (in the case of a resolution only)
it would, if passed, be ineffective (whether by reason of inconsistency
with any enactment or the company’s constitution or otherwise), (b) it
is defamatory of any person, or (c) it is frivolous or vexatious. such a
request may be in hard copy form or in electronic form, must identify
the resolution of which notice is to be given or the matter to be included
in the business, must be authorised by the person or persons making it,
must be received by the company not later than 13 April 2011, being the
date six clear weeks before the meeting, and (in the case of a matter to
be included in the business only) must be accompanied by a statement
setting out the grounds for the request
16. shareholders and their proxies will have the opportunity to ask questions
at the Meeting. When invited by the Chairman, if you wish to ask a
question, please wait for a Company representative to bring you a
microphone. It would be helpful if you could state your name before you
ask your question. questions may not be answered at the Meeting if they
are deemed not to be in the interests of the Company, or the good order of
the Meeting, would interfere unduly with the preparation for the Meeting
or involve the disclosure of confidential information, or if the answer has
already been given on a website. The Chairman may also nominate a
Company representative to answer a specific question after the Meeting
or refer the response to the Company’s website.
17. A copy of this Notice, and other information required by section 311A
of the Companies Act 2006, can be found at www.travisperkinsplc.com/
investorcentre/ir.asp?page=home.
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133
DIRECTIONS TO
NORThAMPTON RUGBY
FOOTBALL CLUB
Northampton Rugby Football Club
Franklin’s Gardens,
Weedon Road,
Northampton, NN5 5BG
The Travis Perkins AGM will be held in
The Captains Lounge and The Rodber suite.
Parking is directly outside in the VIP Car Park
(follow VIP Car park signs off Weedon Road).
The Annual General Meeting is to be held at
Northampton Rugby Football Club
From the South (via the M1)
Exit off motorway at junction 15A and follow the signs towards sixfields. At
roundabout with TGI Fridays on the right and a BP petrol station on the left
carry straight on up the hill. At Cineworld roundabout turn right towards the
Town Centre. Go straight over the next roundabout (sainsbury’s is on the left
before the roundabout and Wickes on the right after the roundabout) and set of
traffic lights. Continue on that road (Weedon Road). The entrance to the saints
is on the right immediately after Beacon Bingo. Follow signs for VIP car park
off Weedon Road.
From the North (via the M1)
Exit off motorway at junction 16 and follow the A45 to Northampton. At
Cineworld roundabout continue straight on and follow directions from the
south.
From the East, Peterborough, Cambridge, Wellingborough
Follow A45 to M1 junction 15. Head north to junction 15A then follow
directions from the south.
From Welford, Market Harborough
Aim towards the kingsthorpe area of Northampton. Turn right at the major set
of traffic lights (the Cock Hotel is on the corner), signposted sixfields. Continue
on this road until you get to Cineworld roundabout (approx 3 miles) then
continue as from the south.
From the Railway Station
Turn right out of the station. Continue past Thomas A Becket pub, Church and
Co. factory and bus station. At fork in road bear left and Franklin’s Gardens is
on your left. Walk takes approx 15 minutes.
Nearest Airports
London Luton and Nottingham East Midlands.
Further Information
For detailed directions you might want to try the following websites:
● Multimap (www.multimap.com);
● The AA (www.theaa.com);
● The RAC (www.rac.co.uk).
For further details about the venue:www.northamptonsaints.co.uk
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O T H E R S H A R E H O L D E R I N F O R M A T I O N
OThER
ShAREhOLDER
INFORMATION
ShAREhOLDER ENqUIRIES
INTERNET
shareholder enquiries should be directed to the Company secretary at the
Company’s registered office:
Lodge Way House
Lodge Way
Harlestone Road
Northampton NN5 7UG
Telephone 01604 752424
Email cosec@travisperkins.co.uk
or to the Company’s registrars:
Capita Registrars
The Registery
34 Becknham Road
Beckenham
Kent BR3 4TU
Telephone 0871 664 0300 (8.30am to 5.30pm, Monday – Friday
calls cost 10p per minute plus network extras)
Email ssd@capitaregistrars.com
should your query relate to a pensions matter please email
pensions@travisperkins.co.uk
or if your query relates to a marketing matter please email
marketing@travisperkins.co.uk.
FINANCIAL DIARY
Announcement of 2010 annual results
Ex-dividend date
Record date
Annual General Meeting
Payment of final dividend
Announcement of 2011 interim results
Announcement of 2011 annual results
23 February 2011
4 May 2011
6 May 2011
26 May 2011
31 May 2011
July 2011
February 2012
AGM – CATERING ARRANGEMENTS
It has always been the Company’s custom to provide a light luncheon for
shareholders following the AGM. and a buffet luncheon will be available. (You
need not notify the company in advance if you would like lunch).
There are sites on the internet that carry a range of information about the Group
and its principal brands, products and services at the following addresses:
www.travisperkinsplc.com (investor relations site)
www.travisperkins.co.uk*
www.tpmanagedservices.co.uk
www.cityplumbing.co.uk*
www.ccfltd.co.uk*
www.hire.travisperkins.co.uk/hire*
www.keyline.co.uk*
www.keyline.co.uk/hire/*
www.wickes.co.uk*
www.tilegiant.co.uk*
www.benchmarxjoinery.co.uk
www.benchmarxshowroom.co.uk (end user site)
www.iflo.co.uk
www.toolstation.co.uk*
www.trademate.co.uk*
www.wickeskitchens.co.uk
www.4tradeproducts.co.uk
www.selfbuildgroup.co.uk
www.bssgroup.com
www.ptsplumbing.co.uk
www.bssindustrial.co.uk
www.fpwholesale.co.uk
www.dhsspares.co.uk
www.buckandhickman.com
www.birchwoodpricetools.com
* These sites allow credit account holders to order on-line through Trademate,
with the exception of the Wickes, Tile Giant and Toolstation sites which allow
on-line ordering by secure card transaction.
Most of the sites provide information about branch locations and allow
access to prices and the product range available. Customers are also
able to construct their own price quotation that includes any special price
arrangements that have been negotiated with the Group.
ELECTRONIC COMMUNICATION
In accordance with the Companies Act 2006 and the Company’s Articles of
Association, the company is allowed to use its website to publish statutory
documents and communications to shareholders, such as the Annual Report
and Accounts and the Notice of the AGM. You can therefore view or download a
copy of the Annual Report and Accounts and the Notice of the AGM by going to
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135
OThER
ShAREhOLDER
INFORMATION
our website at www.travisperkinsplc.com (see section called ‘Investor Centre’).
If you received a hard copy of this report in the post then you will not have
consented to this method of publication. should you now wish to consent to
this method of publication, you should contact:
Capita Registrars
Freepost RLYX-GZTU-KRRG, SAS
The Registry
34 Beckenham Road,
Beckenham
Kent BR3 9ZA
By reducing the number of communications sent by post, it will not only
result in cost savings to the Company but also reduce the impact that the
unnecessary printing and distribution of reports has on the environment.
Please note that if you consent to website publication, you will continue to be
notified each time that the Company places a statutory communication on the
website. This notification will be sent to you by post. However, you may also
choose to receive notifications by email and we would encourage you to do so.
If you wish to receive these notifications by email, you should register at www.
capitashareportal.com, and follow the instructions (see Registrar’s On-Line
service below).
Please telephone Capita Registrars on 0871 664 0391 (within the uk, calls
cost 10p per minute plus network extras; lines are open 9.00am to 5.30pm,
Monday – Friday) or +44 20 8639 3367 if calling from outside the uk, if you
have any queries.
NOTES
1.
2.
3.
Before consenting to receive documents and communications via the
website, shareholders should ensure that they have a computer with
internet access and the Adobe Acrobat reader facility. The Adobe Acrobat
reader software may be obtained via the website free of charge.
If you elect to receive notifications of the publication of the documents and
communications on the website electronically, it will be your responsibility
to notify our registrars, Capita, of any subsequent change in your email
address or other contact details.
If you are not resident in the united kingdom, it is your responsibility
to ensure that you may validly receive documents and communications
electronically (either generally or in relation to any particular document
or communication) without the Company being required to comply with
any governmental or regulatory procedures or any similar formalities. The
Company may deny electronic access to documents and communications
relating to certain corporate actions in respect of those shareholders
who it believes are resident in jurisdictions where it is advised that to
provide such access would or may be a breach of any legal or regulatory
requirements.
4. The Company’s obligation to provide shareholder documents to you is
satisfied when it transmits an electronic message. The Company is not
responsible for any failure in transmission for reasons beyond its control
any more than it is for postal failures. In the event of the Company
becoming aware that an electronic communication to you has not been
successfully transmitted, a further two attempts will be made. If the
transmission is still unsuccessful, a hard copy of the relevant notification
will be posted to your registered address.
5. Your registration to receive electronic communications and your relevant
contact address details will stand until such time as the Company receives
alternative instructions from you by email or in writing.
6. The Company takes all reasonable precautions to ensure no computer
viruses are present in any electronic communication it transmits, but the
Company shall not be responsible for any loss or damage arising from
the opening or use of any email or attachments sent by the Company
or on its behalf. The Company recommends that shareholders subject
all messages to computer virus checking procedures. Any electronic
communication received by or on behalf of the Company, including
the lodgement of an electronic proxy form, that is found to contain any
computer virus will not be accepted.
The Company reserves the right, irrespective of your election, to revert
to sending hard copy documentation by post whenever it considers it
necessary or desirable to do so.
7.
CAPITA REGISTRARS
The Company’s registrars, Capita Registrars (‘Capita’), provide a number of
services that, as a shareholder, might be useful to you:
Registrar’s On-Line Service
By logging onto www.capitashareportal.com and following the prompts,
shareholders can view and amend various details on their account. Please
note that you will need to register to use this service for which purpose you
will require your unique investor code, which can be found on your share
certificate, proxy card or dividend tax voucher.
Share Dealing Services
Capita offers an on-line and telephone share dealing service which is available
by logging on to www.capitadeal.com or telephoning 0871 664 0346 (calls
cost 10p per minute plus network extras; lines are open 8.00am to 4.30pm,
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O T H E R S H A R E H O L D E R I N F O R M A T I O N
OThER
ShAREhOLDER
INFORMATION
Monday – Friday). For the on-line service, Capita’s commission rates are 1%
of the value of the deal (minimum £20, maximum £75) and for the telephone
service, Capita’s commission rates are 1.50% of the value of the deal
(minimum £25, maximum £102.50).
Dividend Re-Investment Plan (‘DRIP’)
This is a scheme which allows you to use your dividends to buy further
shares in Travis Perkins. For any shareholders who wish to re-invest dividend
payments in the Company, a facility is provided by Capita IRG Trustees Ltd in
conjunction with Capita Registrars. under this facility, cash dividends are used
to purchase additional shares. shares are bought on the dividend payment
date at the then current market price. Any cash left over which is insufficient
to purchase a whole share will be carried forward and held without interest,
in a Client Money bank account. Any shareholder requiring further information
should contact:
Capita on 0871 664 0381
(Calls cost 10p per minute plus any network extras from within the uk; lines
are open from 9.00 to 5.30 pm Monday – Friday).
If calling from overseas +44 (0)208 639 3402. Fax 0208 639 1023.
Email shares@capitaregistrars.com or visit www.capitaregistrars.com.
Duplicate Share Register Accounts
If you are receiving more than one copy of our report, it may be that your
shares are registered in two or more accounts on our register of members. If
that was not your intention you might consider merging them into one single
entry. Please contact Capita who will be pleased to carry out your instructions.
Overseas Shareholders
Capita are now able to provide you with a service that will convert your sterling
dividends into your local currency at a competitive rate. You can choose to
receive payment directly into your bank account, or you can be sent a draft in
your local currency. Further details are available from:
Capita Registrars
Freepost RLYX-GZTU-KRRG, SAS
The Registry
34 Beckenham Road
Beckenham
Kent BR3 9ZA
Telephone uk: 0871 664 0385
(Calls cost 10 pence per minute plus network extras; lines are open from
9.00am to 5.30pm, Monday – Friday) or +44 20 8639 3405 (from outside the
uk) or by logging on to www.capitaregistrars.com/international.
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Printed on:
Revive 50 Silk, a recycled paper containing 50% recycled
waste and 50% virgin fibre and manufactured at a mill
certified with ISO 14001 environmental management
standard. The pulp used in this product is bleached using
an Elemental Chlorine Free process (ECF), and
Tauro Offset, made from virgin wood fibre sourced mainly
from sustainable forests in the EC. It is bleached using
a Totally Chlorine Free (TCF) process. This material can
be disposed of by recycling, or incineration for energy
and composting.
Designed by RWH Design Consultants
Photography by Charles Ward
BSS photography by Barry Willis
Printed by Jones and Palmer
Scott Richardson, Sales Assistant
This document is important and requires your immediate attention.
If you are in any doubt as to what action you should take, you are
recommended to seek your own financial advice from your stockbroker
or other independent adviser authorised under the Financial Services
and Markets Act 2000. If you have sold or transferred all of your shares
in Travis Perkins plc, please forward this document, together with the
accompanying documents, as soon as possible either to the purchaser or
transferee or to the person who arranged the sale or transfer so they can pass
these documents to the person who now holds the shares.
Robert Steward, Yard Sales Assistant
Front cover: Mark Bonham,Yard Supervisor
20386-04
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TRAVIS PERKINS PLC
Lodge Way House · HarLestone road ·
nortHampton nn5 7 ug
teLepHone 01604 752 424
A L EAdER IN buILdE RS mERChA NT INg ANd homE ImP R
oVEmENT RETAIL INg
20386-04
01/04/2011
Proof 3
20386-04
01/04/2011
Proof 3