TIDM42TF
RNS Number : 7869K
Co-operative Group Limited
24 April 2020
24 April 2020
Annual Results Announcement: 52 Weeks to 4(th) Jan 2020
Co-operation is working
Total revenue up 7%, underlying profits up 50% like for like
(1)
Six years continued like-for-like sales growth in Food
GBP76m returned to members and local causes
Business plays critical role in ensuring community resilience
through coronavirus
Co-op difference highlights
-- Creation of further member and community value, with GBP76m
returned - GBP59m to members directly; GBP17m to 4,400 local causes
chosen by members and colleagues. More than GBP260m paid to members
and communities over last three years
-- Active membership at 4.6m; successful focus on driving young
membership, with 36% of new members aged 35 or under
-- Issued GBP300m sustainable bond, with proceeds used to drive
Food's Fairtrade offer, ensuring better deal for producers
-- Pension Fund combines strength with sustainability: defined
benefit surplus in excess of GBP1.8 billion; GBP22m invested in
affordable housing; GBP320m defined contribution assets switched
into specialist climate change fund
-- A further GBP1.2m invested into Co-op Academy schools in
2019, as part of a four year commitment to invest GBP3.6m; six new
schools opened, taking total to 24 at year end; plans to grow to 40
in next two years
-- Further development of award-winning Safer Colleagues, Safer
Communities campaign; launch of NightClub initiative to improve
wellbeing of night shift workers - directly tackling issues to
support colleagues
-- Launched community strategy around Spaces, Skills, Sustainability and Wellbeing:
o Uses almost 40% recycled plastic in Co-op own brand food
packaging, banned black plastic and rolled out the UK's first
nationally available compostable carrier bag to 1,000 stores
o First British retailer to have science based targets to reduce
greenhouse emissions and to sign the UN's Our Only Future campaign
at New York Climate Action Summit
o Cut waste to take food approaching its use by date off sale
early to donate to food banks for meals
-- Work under way to develop detailed Shared Value measurement
framework to show social and environmental impacts, along with
traditional financial measures
(1) On a comparable basis excluding impact of new lease
accounting standard IFRS 16 (Leases). See the Financial Performance
section for further details.
Financial highlights
-- Total revenues grew 7% to GBP10.9bn, driven by continued
strong performance from Food, including annualisation of Nisa
wholesale, acquired in May 2018
o Revenue in Food rose 3% to GBP7.5bn; like-for-like sales up
1.9%; Co-op has now delivered six years of like-for-like Food
revenue growth
o Wholesale like-for-like revenues increased by +1.1%,
outperforming the market by +1.4%. Nisa attracted 94 new Partners
to the business
o Funeralcare and Life Planning revenue reduced year-on-year
(-3.2%), reflecting moves to cut prices and improve choice and
lower death rate
-- Group underlying profit before tax, excluding IFRS 16 impact,
up 50% to GBP50m(2) (2018: GBP33m), driven by Food's strong
performance; underlying PBT with IFRS16 GBP31m (2018: GBP33m)
o Food delivered underlying operational profit of GBP283m
(GBP235m on a like for like basis excluding IFRS 16, against
GBP204m in 2018)
o Profit before tax for 2018 has been restated, reduced by
GBP10m, following the identification of some historical accounting
errors within Nisa
-- Capital expenditure of GBP439m to ensure Co-op is well positioned for future growth:
o Food: investment of GBP342m in new outlets, refitted stores
and supply chain
o Funeral & Life Planning: GBP29m invested in infrastructure
and technology
-- Net debt reduced to GBP695m, excluding lease liability (2018: GBP764m)
Operational highlights
-- Another strong year for Food business, which outperformed the wider market:
o Opened 79 new stores; refitted 152 stores and extended 10
o Taking 52 week Kantar total grocery data to the end of 2019:
133,000 additional households served in 2019 vs. the previous
year
o Positivity towards Co-op Food up 3% in 2019 compared to 2018.
Co-op increasingly known for championing important issues and being
involved in community
o Successful trial of home delivery; delivery options to now be
expanded, with online same-day services made available across
almost 100 towns and cities, served by 650 Co-op stores, with
delivery options including Deliveroo
o Launched 554 new products and improved more than 1,000
existing product lines, including award-winning Irresistible pizza
range and rollout of GRO vegan range; plan to expand vegan offering
through 2020
o Nisa acquisition continued to deliver volume growth for
Wholesale business with sales of GBP1.4bn (GBP1bn for eight
months), successfully delivering against strategy of increasing
Co-op buying power and achieving wider distribution of Co-op
own-brand products into more communities
-- Market for Funeral & Life Planning business remained
challenging; clear turnaround strategy in place
o Revenue declined 3%, reflecting continued investment in price
reductions with lower-cost funerals and lower death rate. Continued
close work with CMA on market investigation into sector
o Legal Services revenues increased 13% to GBP40m, making Co-op
leading personal legal services provider in UK; further investment
in online platform to fuel growth
(2) We note that our auditors have qualified their audit opinion
in respect of our interpretation of IFRS 15 (Revenue from Contracts
with Customers) as applied to our Funeral Plans. We believe that
our treatment most fairly reflects the true underlying commercial
nature of a Funeral Plan and our true Financial performance in our
Funeral business (as explained in the General Accounting Policies
section). We remain firmly of the view that the approach we took in
2018 when we first adopted IFRS 15 (Revenue from Contracts with
Customers) remains appropriate. We sought advice from another
accountancy firm when we first adopted IFRS 15 and our approach
also received an unqualified audit opinion from our auditors for
2018.
-- In a year of transformation, Insurance began to deliver on
strategy of developing and distributing more products and solutions
for members
o Re-entered life insurance market; member-designed cover offers
payment holidays for those in financial difficulty. Introduced
innovative safe driving policy for young drivers, with savings of
more than GBP1000
o Sale of CIS General Insurance Ltd ongoing; insurance
underwriting treated as discontinued business to reflect this
process
-- Following launch, Co-op Health app downloaded more than 150,000 times
COVID-19 response
o Co-op colleagues in Food and Funerals recognised as key
workers, keeping communities and economy working; 56,000 front line
colleagues rewarded with GBP150 bonus and an extra day's holiday,
all worth more than GBP13m
o Created temporary jobs for more than 7,000 people out of work
as normal workplaces closed; all posts filled within seven days
o New Co-op Members' Fund established to support Foodbanks,
address funeral poverty and help local causes directly supporting
crisis effort; members now able to share rewards received from
shopping to fund
o Boost to planned payments for Local Community Fund causes in
April to more than GBP4.5m
o Delivering GBP1.5m of food to FareShare and donated Easter TV
advertising to the charity in support of food banks. Activated a
text service for customers to make further contributions
o Vouchers given in lieu of free school meals to Co-op Academy
pupils and extended into Easter holidays so Co-op school pupils
don't go hungry
o Co-operate launched - online resource signposting volunteers
and those in need to local and national support initiatives
o 700+ Member Pioneers, an increase of 100 since 2019,
continuing to support volunteering initiatives in their areas,
helping vulnerable people and reducing isolation
o Funerals business working directly with government to face
into challenges COVID-19 causes for the sector
o Downloads of repeat prescription app tripled, enabling safe
delivery of thousands of medications direct to homes
Outlook
-- With the continued COVID-19 outbreak and other factors, the outlook is uncertain:
o We expect additional costs associated with COVID-19 to be in
excess of GBP200m, which will in part be offset by increased food
sales and the expected business rates relief announced by the
Chancellor
o The Competition and Markets Authority extended statutory
deadline on Funerals Market Investigation by six months; Co-op will
continue to work with CMA on this and with HM Treasury and the
Financial Conduct Authority on the proposed regulatory framework
for pre-paid funeral plans
o We continue to work with the FCA on its market study into the
pricing of home and motor insurance
-- Against this backdrop, we are clear on strategy to deliver
sustainable growth for the Co-op and to continue to add value for
members and for communities
Steve Murrells, Chief Executive of the Co-op, said:
"The Co-op made further financial progress through 2019, showing
that co-operation is working. While we didn't know it at the time,
that performance set us up well to withstand the impact of the
COVID-19 crisis and to enable us to support the communities we
operate in.
"No part of our business has been unaffected by the outbreak of
the virus and we have played a critical role in communities
throughout the UK. Our Food business has helped to feed the nation
and our Funeral colleagues have been there for families at their
time of greatest need. All of this work will continue and I could
not be more proud of our people who have delivered - day in, day
out.
"Co-operation is something that is central not just to our
business model, but to everything that we do and we are committed
to continue to deliver against our vision of Co-operating for a
Fairer World. Against the backdrop of COVID-19 we will review the
strategy we had embedded across our businesses, aligning commercial
and community objectives. Our responsibility as a co-op is to
ensure that through our businesses, our wider influence is used to
make the communities in which we operate feel stronger and more
connected. That drives the business decisions we make - not profit
alone and not shareholder value. The importance of that has never
been so stark and we will continue to play our part for as long as
we need to."
Allan Leighton, Independent Non-Executive Chair of the Co-op,
said:
"The Co-op is drawing deeply on our values of commercial
responsibility and community concern to play our part in responding
to COVID-19. Our commitment is to do all we can to help our
members, customers and colleagues through the weeks and months
ahead. It is already clear that COVID-19 will have profound
consequences for the UK and global economy and our Co-op members
and customers will not be immune.
"Against that backdrop, our results for last year show that we
are in a strong position to keep playing our part. At the Co-op,
however, we measure our success differently. Strengthening and
sustaining our local communities is fundamental to us and in 2019
we gave GBP17m to more than 4,400 local causes.
"Looking ahead, we believe that co-operative business endeavours
and co-operative ways of working will be needed in the future even
more than they were in the past."
Ends
Media Enquiries :
The Co-op
Jon Church
Tel: 07545 210812
Russ Brady
Tel: 07880 784442
Headland Consultancy
Susanna Voyle
Tel: 07980 894557
Fay Rajaratnam
Tel: 07812 811374
About the Co-op:
The Co-op is one of the world's largest consumer co-operatives
with interests across food, funerals, insurance, legal services and
health. It has a clear purpose of championing a better way of doing
business for you and your communities. Owned by millions of UK
consumers, the Co-op operates 2,600 food stores, over 1,000 funeral
homes and it provides products to over 5,100 other stores,
including those run by independent co-operative societies and
through its wholesale business, Nisa Retail Limited. It has more
than 63,000 colleagues and an annual revenue of over GBP10
billion.
CHAIR'S INTRODUCTION
"Our business is drawing deeply on our values of commercial
responsibility and community concern to play our part in responding
to Covid-19."
As we've been preparing this report, the UK and the wider world
has become engulfed in an unprecedented health and economic crisis.
Our business is drawing deeply on our values of commercial
responsibility and community concern to play our part in responding
to Covid-19. Our commitment is to do all we can to help our
members, customers and colleagues through the weeks and months
ahead.
We've all experienced the speed at which the crisis has
developed and the radical responses introduced by the Government.
In Steve Murrells' business overview, you'll see how we've been
responding to the situation across our business areas, as well as
the action we've taken to support local communities. I'd like to
give a special thanks to our colleagues, especially in our food
stores and funeral homes, who've responded so well to the
additional pressures created by the pandemic.
It's already clear that coronavirus will have profound
consequences for the UK and global economy and our Co-op members
and customers will not be immune.
One of the many consequences of the pandemic has been the need
to move the date of our 2020 AGM and run it in a very different way
to ensure social distancing and compliance with government
guidance. That means we're telling our members not to attend the
meeting in person. I never thought I'd say to our members that they
should not attend our AGM but it's one more example of an
extraordinary situation. We still want our members to have their
say by voting online or by post in advance of the meeting and
submitting questions via an online tool. Taking care of our members
and each other is our key priority right now, as well as complying
with Government guidance. I've discussed it with Nick Crofts, our
Council President, and we know this is the right thing to do.
This is our 2019 report and financial statements, so we're
looking at the year gone by before the current crisis. I'm proud of
what we've achieved last year and we want to share all of the good
work with you, even though this may seem a little strange when you
read the report with the current backdrop. We have included
reference to the coronavirus pandemic where we think this is
appropriate and helpful.
High Streets under pressure
Even before the outbreak of coronavirus, the High Street in 2019
was under considerable strain. At the end of 2019 the Centre for
Retail Research reported that UK high streets had shed more than
140,000 jobs during the year. Some big name brands went under and,
up and down the country, more than 60 shops a day were closing
their doors for the last time. For those still in business, sales
have been mostly flat or down. According to the British Retail
Consortium, 2019 was the worst year for its members for a quarter
of a century, with food retailers failing to gain any uplift in the
final month of the year. Experts and commentators put the blame on
the economic and political uncertainty caused by Brexit. The dour
mood at Westminster had spread to the whole country. The high
street closures were not only bad news for the businesses
concerned, and their employees, but for the local communities they
serve, too.
It's against the background of this challenging and highly
competitive market that the Co-op is reporting continued
like-for-like growth in our food stores, along with new store
openings. In addition, we've launched a new digital-led business
with Co-op Health and seen extensive product and service innovation
in our Funerals, Insurance, and Legal businesses. We're staying
modern and relevant by embracing new technology and responding
quickly to the changing needs of all our customers.
Commercial performance
Our results are particularly complicated this year because of
accounting changes discussed later. Although our income statement
shows profit before tax of GBP67m against GBP83m last year this is
distorted by the accounting changes. A truer measure of our
performance is our underlying profit before tax. As explained in
more detail later, this was GBP50m up GBP17m on 2018 on a like for
like basis.
Generating value
Profitability is not the only way we measure our success at the
Co-op. Strengthening and sustaining our local communities is
fundamental to us, and in 2019, we gave GBP17 million to over 4,400
local causes. In fact, we've shared GBP56m since we launched our
Local Community Fund in 2016. By using the data we've collected
through our new Community Wellbeing Index, we have a clear idea
about how best to support those communities. This insight is now
reflected in our 'Co-operate 2022' community programme which our
Members' Council helped to develop. We're prioritising local
initiatives that are supporting and protecting local community
spaces and mental and physical wellbeing. And we're looking to
enable all generations to develop and share their skills to boost
individual and community wellbeing.
Last year, the Co-op Academies Trust opened six more schools
bringing its total to 24. Co-op Academy schools are raising
standards and improving the opportunities for thousands of children
in some of the most disadvantaged areas in the north of England.
Meanwhile, our charity, the Co-op Foundation, is also contributing
to these priorities. The Foundation has supported more than 200
community spaces, including through its GBP1.6million 'Space to
Connect' partnership with the British Government.
Another way in which we return value to our 4.6 million members
is by giving them a national voice on the issues that matter most
to them. It's because we've listened to our members, and their
elected representatives on our Council, that we're tackling crime
and the causes of crime both locally and nationally; it's why we're
raising awareness of the importance of community spaces; and why
we're taking seriously our responsibilities for the growing climate
emergency.
New challenges, new vision
Throughout 2019 we marked the 175(th) anniversary of the birth
of the co-operative movement in the UK. We chose to use the
anniversary to think carefully about how we respond in a
co-operative way to the new challenges we face in the world.
Although the issue of leaving the EU has been settled, there
remain many divisions in society that, as a business founded on
ideas of fairness, deeply concern us. The ever-widening gap between
the richest and poorest; the inequalities between the north and the
south; divisions between towns and cities; gender, ethnic and
religious discrimination; and differences in outlook between old
and young - all work against us achieving the ideals of
co-operation that first inspired our business founders. The current
pandemic has also highlighted the inequalities between those who
have secure employment and the many millions who are self-employed
and reliant on ongoing work and income.
Our long-term thinking about the relationship of our business to
wider society has led us to adopt a new vision statement:
'Co-operating for a fairer world'.
Our aim in the years ahead is to help prepare our local
communities for the difficulties and the opportunities to come in a
rapidly changing world. We want to give communities the tools that
will allow them to take more control of their lives. We especially
want to make sure that a younger generation has a fair chance to be
the best they can. We believe that co-operative business endeavours
and co-operative ways of working will be needed in the future even
more than they were in the past.
However, we know that our Co-op can't fix all that's broken. And
nor should we try. We should look first at how we run our own
affairs and how we touch the lives of others. We want to focus on
areas of concern that are relevant to our members and relevant to
the products and services we sell. Above all, we must set out to
make a tangible difference. And by working co-operatively with
others, we can greatly increase the difference we make. An early
test of our new vision has been the response we've made to the
coronavirus outbreak which Steve Murrells sets out in his
introduction below.
I'd like to thank my fellow Board directors for their work
throughout the year. I also want to acknowledge the unique role of
our elected Council members in the governance of our Co-op and the
invaluable contribution they continue to make to all aspects of our
work. Our Council makes sure that we stay true to the Values and
Principles of Co-operation that have been our most important
inheritance from Rochdale for the last 175 years.
Finally, let me welcome our new Member Nominated Director Sarah
McCarthy-Fry, who was elected in May 2019, and Shirine Khoury-Haq
who joined our Executive team and Board as Chief Financial Officer
in August.
Allan Leighton
Chair, Co-op Group
CHIEF EXECUTIVE OVERVIEW
"Safeguarding the health of our front line colleagues has been a
top priority."
This is our 2019 annual report and accounts, but I feel I need
to start my overview with what's happening in the world right
now.
Since early March this year no part of our business operations
have been left unaffected by the consequences of the Covid-19
virus.
As a national food retailer we're playing a critical role in
maintaining the basic necessities of life through an exceptional
time in the nation's history. Like other food retailers, we've been
working hard to keep our shelves stocked so everyone can get what
they need when they need it.
However, a dramatic increase in purchases in the early weeks of
the pandemic did place severe pressure on our store colleagues and
logistics network. Like others, we introduced restrictions on
customers' purchases to help stabilise availability. We've also
introduced temporary changes to our trading hours to give
colleagues more time to clean the stores and re-stock and have
implemented social distancing guidelines across our store estate
and depots. Vulnerable customers, those that care for them, and NHS
workers are being given shopping priority at the start of the
day.
In just seven days we recruited and trained 5,000 additional
colleagues to work in our stores and across our logistics network.
Many of our new Food colleagues were recruited from the leisure,
hospitality and catering sectors which saw significant layoffs as
social distancing came into force.
Across the world, as the virus has advanced, we've seen high
numbers of deaths and huge pressure on healthcare systems. As a
national funeral provider we're working closely with the Government
and NHS Trusts to share our expertise and provide support. The new
regulations for Covid-19 related deaths have changed the way we can
care for the deceased and the type of funerals we can arrange. Our
Funeralcare colleagues are supporting bereaved families as best
they can under the emergency procedures now in place, this includes
offering a live streaming facility for the funeral service. As with
Food, we've also been recruiting new colleagues into Funeralcare to
make sure we have the capacity required in the weeks ahead.
Safeguarding the health of our front line colleagues has been a
top priority. We've introduced protective plastic screens at every
checkout across the UK, in addition to the extra gloves and
sanitisers we've made available. We've also sourced additional
personal protective equipment (PPE) for our colleagues in
Funeralcare. At the beginning of the crisis we made changes to our
colleague sickness and absence policies. No colleague will be
disadvantaged due to the unprecedented circumstances we're all
facing, in particular the need to self-isolate if you, or anyone in
your home, is showing symptoms of the virus.
It's impossible to predict with any certainty what the full
impact of Covid-19 on our business operations will be. So far, we
estimate that the impact on our costs is between GBP200 and GBP275
million, including significant increases in payroll, logistics,
store expenses, investment in colleague safety and the impact of
social distancing on the type and size of funerals we undertake.
Some of this will be off-set by increased food sales and the
changes to business rates announced by the Chancellor as part of
the Government's Covid-19 response.
At the same time as our business response, we've been doing all
we can to support local communities.
As the economic impact of the virus began to take hold and food
bank donations from customers dropped, we announced a donation of
GBP1.5 million worth of food to FareShare, a national charity
tackling hunger, which supports over 11,000 local organisations
including food banks across the UK. Ahead of Easter, we pulled our
planned Easter promotions TV advertising campaign, and donated the
airtime - worth GBP2.5 million - to promote giving to FareShare.
Alongside the TV advert, we've set up ways to donate money to the
charity via text or in-store.
With charitable fundraising more difficult and local needs
increasing, we decided to bring forward part of our annual pay out
to the local community causes our members have been supporting
through their 1% Co-op Member reward. This has given GBP4.5 million
to more than 4,000 local causes at a critical moment. We've also
asked our members if they would like to donate their 5% reward to
help tackle food shortages and funeral poverty at this difficult
time for so many people.
As schools began to close, ahead of the official national
closure, we stepped in to help the 6,500 pupils at Co-op Academy
Schools who receive free school meals. We provided GBP20 per week
for each student using Co-op gift cards to bridge the gap while the
Government was organising its own national response. We've also
extended to non-Co-op Academy schools Co-op gift cards as a
solution to providing help to their own pupils and several hundred
schools have taken us up on this.
Meanwhile our national network of 700 Member Pioneers, an
increase of 100 since 2019, has been supporting local communities
in a variety of ways including setting up 'mutual aid' groups to
co-ordinate support for the most vulnerable. They've also been
sharing key resources through social media, such as a guide from
our charity partner Mind on how to support your mental wellbeing
while being in isolation.
We decided to accelerate the reach and functionality of our new
online platform 'Co-operate' which connects people to local support
and information. This new platform is now focusing its support on
helping individuals and communities to stay connected and respond
to local needs during the pandemic and on-going social
isolation.
Co-operating for a fairer world
As our Chair Allan Leighton set out, our new vision
'Co-operating for a fairer world' gives us our long-term direction
of travel for every aspect of the business. It's a vision which
embraces everything from the strategic and operational decisions we
take to run our Co-op, to how we develop our work to support the
local communities we were set up to serve. It's a way of thinking
and behaving that you won't see in any other national UK business.
It's distinctively co-operative because it demonstrates our belief
in the co-operative values of democracy, equality, and
self-responsibility all placed in the service of achieving a common
good for our communities. In short, you achieve a fairer world by
being co-operative.
Co-operative thinking doesn't mean that we forget what it is to
be commercially focused and financially rigorous. The importance of
running a commercially successful business as well as a
community-minded one, is also an inheritance passed down to us from
Rochdale. Our ethical intentions have to be right but so too do our
business strategies and our efficiency at implementing them. This
report shows how we're doing just that.
Environmental awareness
In 2019, the world seemed to wake up to the need to act on the
accelerating climate emergency. We've long recognised this need and
have been working to reduce our operational greenhouse gas (GHG)
emissions since 2006 - halving them over that time. In 2019, in
response to our members AGM motion to respond to the climate
emergency, we went even further. We've set science-based targets to
reduce our direct emissions by an additional 50% by 2025 and our
product-related emissions by 11% by 2025 compared to 2016.
We've also become the first UK retailer to sign up to the United
Nations' 'Our Only Future' campaign for businesses to meet the
1.5degC target for global warming and reach net zero GHG emissions
across both direct and indirect emissions by 2050 at the latest.
Targets are all well and good but it's our performance that we
should be judged on and from 2016 to 2019 we reported a 39%
reduction in our direct GHG emissions and a 2.5% reduction in our
product-related emissions.
Understanding our financial performance in 2019
As Allan explained in his introduction, our headline business
performance figures are difficult to compare with last year because
of a significant change to financial reporting in respect of
accounting for leases, called IFRS16. This means that our financial
commitments relating to leases are now shown on our balance sheet.
It doesn't change how we run our business, nor the business
cashflows, but it does have a significant impact on our reported
profit and our balance sheet. So for this report (as we did in our
2019 Interim Report) we're including additional numbers in the
finance review, as though the new reporting regulations didn't
apply, so that year-on-year performance can be seen on a
like-for-like basis.
Our Group turnover was GBP10.9 billion, an increase of 7% from
2018, reflecting the continued strong Food performance. In an ever
more competitive environment, like-for-like Food sales have
increased by 2.7% (convenience) or 1.9% (total Food excluding
fuel). Profit before tax was GBP67 million but on a like-for-like
basis, excluding the impact of IFRS16, it was GBP79 million,
marginally behind 2018. Our underlying profit before tax, which
excludes the impact of non- trading items such as disposals and
one-off items, was GBP50m on a like-for-like basis excluding IFRS
16 compared to GBP33m last year, a GBP17m increase principally
reflecting strong profit growth in our Food business.
The numbers above also include a restatement of our results
following the identification of some historical accounting errors
in relation to the acquisition of Nisa in May 2018. These errors
arose because of control weaknesses over some finance processes
within Nisa and our new finance team are working to resolve these
issues. The errors impact the consolidated balance sheet at 5
January 2019 with net assets overstated by GBP33m, the balance
sheet of Nisa at acquisition in May 2018 when net assets were
overstated by GBP23m, and the consolidated income statement for
2018 that overstated profits by GBP10m. More detail is given in our
Financial Performance section and in Note 38 to the accounts.
IFRS15 - financial reporting for funeral plans
We have made the difficult decision to disagree with our
auditors over the appropriate accounting for our funeral plan
arrangements in full knowledge this has led to a qualified audit
opinion in respect of our application of the IFRS 15 accounting
standard on revenue recognition. We have taken this decision both
because we believe it is the most appropriate accounting
interpretation of what is a highly judgemental area but also
because we have an obligation to prepare accounts for our members
that are clear and understandable. We are firmly of the view that
our approach most clearly reflects the true commercial nature of
our funeral plan arrangements. See our Financial Performance
section for more detail.
BUSINESS OVERVIEW
Food
The biggest part of our business is Food and once again we've
shown our ability to win as a co-op. 2019 saw a sixth successive
year of like-for-like sales growth in our food stores, a
performance matched only by the main discount retailers in the
market. Underlying profit in Food was GBP283 million in 2019
compared to GBP204 million in 2018. On a like-for-like basis
excluding IFRS 16, profit was GBP235 million, up 15% on last year,
reflecting the strong sales performance but also good cost control.
We've remained focused on our strategy of being closer to where our
customers are and adapting to external market trends and customer
needs.
Nisa continues to grow as a wholesale platform and with a
refreshed strategy in place we can see significant potential and
growth in the business. Nisa has connected well with the Co-op over
2019 and we're seeing great collaboration between colleagues and
unlocking product and proposition opportunities for partners. This
remains a strategically important acquisition for us, enabling us
to expand into 4,000 new outlets with our Co-op brand in a capital
light way, generating cash and buying scale.
As the world changes at pace, the lifestyles of our customers
are adapting and, as a result, so are their needs and expectations
as food shoppers. Our members and customers span all generations,
each with different needs from convenience shopping. We also see
the general public as a whole becoming more aware and responsive to
health and environmental issues. Ethical consumerism is growing
rapidly, as our own research has shown. We're in no doubt that the
Co-op's leadership in ethical retailing over the decades has been a
significant contributor to this welcome trend. Our plans over the
coming years will see us face in to these issues even more.
We're continuing to strengthen our own store estate and we're
opening new stores in more communities across the country. 2019 saw
the Food business win some incredible awards. A key highlight was
The Grocer's Gold award for 'Grocer of the Year'.
As you'll see in this report, Co-op Food is innovating, growing,
and finding new ways to define 'convenience'. Our Food business
also creates a vital anchor point in local communities up and down
the country. We, and our millions of members, think of ourselves as
a community asset, a focal point from which wider co-operative
endeavours can spread. We have no intention of retreating from the
high street but while we welcome the Government's short term
business rates relief in response to coronavirus, we'd welcome long
term Government reform to give us a level playing field with our
online competitors.
Funeralcare
Our funerals business had a challenging year, with sales and
profit down on 2018, a situation we were already reporting at the
half year. Although funeral sales have been impacted last year by a
2% fall in the death rate, we know that the most significant factor
in our performance has been the unprecedented change in public
expectations and wishes which means we need to innovate and adapt
to recover performance. By mid-way through 2019 we had agreed our
turnaround strategy which will take a number of years to fully
implement.
Our strategy is focused on supporting our colleagues to deliver
the very highest standards of care and service for families and
their loved ones. We aim to reposition, innovate and grow the
business by modernising our offer and providing greater choice for
families, improving value, and making it easier for them to get the
support and care they need and expect from the Co-op. Over time, we
plan to introduce new ranges and services so that our clients can
create a very personal tribute and we'll make a step change to the
end-to-end customer journey.
We know that the families we help have changing expectations
about how they want to stay in touch with us, so we'll develop our
face-to-face, telephone, text and online communication channels in
ways that integrate all these forms of communication into a
seamless customer experience. We'll be there for them whenever they
need us.
Affordability is a central part of our strategy, but we won't be
compromising on quality. In 2019 we held our At Need funeral prices
all year. We'll be holding all of our prices for 'At Need' funerals
for the foreseeable future and we're adopting a more agile and
local approach to pricing. We're also looking at more flexible
payment options. Meanwhile, we're removing significant cost from
the centre during 2020 and maximising the efficiencies of running a
national operation.
It was good to see very significant increases in colleague
engagement scores across Funeralcare by the end of 2019, with our
colleagues showing a renewed confidence in the future. Customer
satisfaction has also increased, with over 600 customer compliments
each week and high levels of recommendation.
As we complete this report, it's already clear to us that we
will have to pause important aspects of our turnaround plans while
we focus on the unprecedented demand being made on our funeral
business by the coronavirus outbreak. We're currently reviewing all
aspects of our implementation and will defer some initiatives to
later in the year or beyond. Our immediate priority is to support
bereaved families and the Government's efforts on dealing with the
pandemic.
Alongside all of this, we're continuing to work with the
Competition and Markets Authority (CMA) on their investigation into
the funerals and cremation market. We have, from the outset,
welcomed the Government's work on behalf of consumers and fully
support a statutory regulator for the funerals sector covering
quality and transparency with inspection and enforcement
powers.
However, the CMA is consulting on a wide ranging set of
proposals, which, if implemented in full, are likely to have
repercussions for the sector and our business and we do not believe
are warranted. The coronavirus outbreak is also likely to have
implications for the sector which will need to be taken into
account by the CMA in the scale and timing of further regulatory
change. We also recognise that there's a pressing need in the
funeral plan market for increased transparency, a ban on aggressive
sales, and better financial protection for consumers. We welcome
bringing funeral plans under the direct remit of the Financial
Conduct Authority as the only body with appropriate expertise.
Insurance
At the beginning of 2019 we announced the sale of our insurance
underwriting business to Markerstudy. Part of the agreement will
put in place a new long term arrangement for Co-op to distribute
Co-op branded motor and home insurance products underwritten
through Markerstudy.
Co-op Insurance saw a loss mainly reflecting an increase in the
underwriting costs of personal injury claims. Our accounts for 2019
show our insurance underwriting business as a discontinued
operation.
As we wait for the deal to be approved by the regulators I want
to thank our Insurance colleagues for their on-going commitment.
Our insurance distribution business has continued to increase its
profile and product development so we can meet the ever-increasing
needs of our members and customers in the future. This year has
seen us return to the life protection market and also launch a new
product for young drivers.
Our ambition is to meet more of our member and customer
insurance needs, more of the time and to deliver growth and good
returns in a capital light way. We're building on our unique Co-op
advantages - our membership, our trusted brand, and our community
presence. We've put new teams in place during the year to develop
how we use member insight and data to reach our members and
customers, refine our offer and improve our partnerships. Sales of
our travel insurance grew by 41% in 2019 due to returning
customers, increased awareness of our product and several well
publicised difficulties across the holiday and travel industry.
Meanwhile, our home and motor policies continue to score highly
across all categories within the recently announced 2020 Consumer
Intelligence Awards.
In March 2020, as a result of the worsening global coronavirus
outbreak, we regrettably paused the sale of our travel insurance to
new customers so that we could focus on protecting our existing
policy holders. It will still be possible to renew existing
policies, however, we're having to include a temporary coronavirus
exclusion. This is in line with the insurance industry as a
whole.
As social distancing measures were brought in across the UK, we
co-operated with the Association of British Insurers (ABI) to
support those affected by the impact of Covid-19, as well as those
who want to help their communities. For anyone that needs to work
from home because of Government advice or are self-isolating, home
insurance cover will not be affected and customers don't need to
contact us, provided that the work is clerical in nature.
If customers have to drive to work instead of getting public
transport because of the impact of Covid-19, their car insurance
policies will be valid. And if customers are using their car for
voluntary purposes in any capacity as an NHS volunteer to support
others who are impacted by Covid-19, cover will not be affected and
they do not need to let us know. Additionally, key workers needing
to use their own car to drive to different places of work because
of the impact of Covid-19 will not be affected and do not need to
tell us.
Legal Services
Our Legal Services business is continuing to do well across all
of our practice areas, in particular probate, estate planning and
family law. In 2019 Legal saw a 13% increase in revenue to GBP40
million and profits up GBP4 million to GBP6 million reflecting
strong growth in probate together with operational improvements
that have accelerated progression of cases.
In 2019 the probate registry office was impacted by reforms, and
grants of probate were delayed by up to 13 weeks (from the previous
norm of two weeks). Our probate business dealt exceptionally well
with this challenge and minimised the disruption to our business
and clients.
During the early weeks of the coronavirus outbreak we saw an
increase in customer demand for our will writing services. In
addition, we continue to maintain our focus on developing
legal-tech services to make accessing legal help smoother and more
convenient. Our partners will need and want more effective and
efficient services for their clients as we emerge from this
challenging period. We intend to provide engaging, value-added
legal services and help our partners in the recovery phase.
Co-op Health
Following the launch of Co-op Health in May 2019, we've
successfully re-entered the healthcare market, with the first
digitally-led business from the Co-op. The number of customers
choosing a new way to manage their medication through our Co-op
Health app and having it delivered to their home or Co-op Food
store, has continued to grow. We're also seeing that customers are
happy with the service we provide, with 95% rating our service as
good or very good for ordering medication. As is the case with all
start-up ventures, we have spent much of the first 10 months
establishing the fundamentals of our business, learning about what
works for our customers, and developing our product
accordingly.
With many people having to self-isolate at home due to
coronavirus, our online prescription and delivery service is seeing
greater demand. We're working to make sure we can meet that need
despite Co-op Health being a fledgling business.
Investing and planning for the future
Over the next two years we'll continue to invest in all parts of
our Co-op, however, in the context of the economic impact of the
pandemic we'll be reviewing priorities and timelines.
We're putting in place stronger finance control frameworks in
Nisa to make sure this part of our business is in line with the
rest of our Co-op. Meanwhile, in our support functions across the
business we're also putting in place improved guidance for our
managers to ensure we are spending our members' money wisely.
We continue to plan as best we can for the future UK trading
relationship with the EU. Of particular concern for us will be the
additional costs and complexity of supplying our stores in Northern
Ireland and our wholesale customers in the Republic of Ireland.
We're dedicated to maintaining high welfare standards in our meat
and poultry and to continuing our commitment to British
farming.
As we publish these results, and witness the scale of the
disruption and the impact on both health and livelihoods, a UK
economic downturn looks inevitable. Our members and customers will
not be immune from this. As a result, we're re-visiting some
aspects of our business planning for 2020 and re-prioritising some
initiatives so that we can focus on the current crisis and give the
support that's most needed. We're also looking at the conditions we
expect to be facing in 2021. To make sure we can keep doing the
right thing for our colleagues, members and communities, we need to
work as efficiently as we can, be cost conscious in all we do and
ensure we make the right financial and strategic decisions now for
the challenges we know are still to come. This will never have been
as important to us as it will be in the coming months.
Our country is at its best when it comes together and we look
out for each other. Community is everything right now. Our business
sits at the heart of communities across the length and breadth of
the UK and we're going to continue to play our part by doing the
right thing.
Finally, let me thank our 62,000 colleagues working across the
business in customer-facing and support roles. It's their hard work
and commitment to our values, especially through these exceptional
times, that make us who we are today.
Steve Murrells
Chief Executive, Co-op Group
CO-OPERATING FOR A FAIRER WORLD
GROWING OUR CO-OP BUSINESS
We're constantly looking for new and better ways to reach more
customers with Co-op products and services. For us to win as a
co-op we need to grow as a co-op and we're finding new and creative
ways to do this in every part of our business.
We've set out below the key initiatives and plans we had in
place for our various businesses. Like all businesses we're facing
challenges as a result of the coronavirus pandemic and we are
having to adapt our plans in the short term to address these
issues. This will likely put on hold or delay some of the plans for
2020 and beyond.
New food stores
We have continued to invest significantly in our Food Store
Estate with 79 new stores across the UK by the end of 2019. We also
refitted 152 stores and extended ten others. As the largest UK
convenience retailer we have opened new stores across the country
and in total we invested GBP187m in our new store development and
refit programme.
Improved products
We're constantly developing our products; improving quality and
helping our customers and members to make informed choices. We
continue to promote a healthy range of products with clear
nutritional information.
At the start of 2020 we launched our new plant-based brand
called GRO, available from up to 6,000 Co-op and independent
stores. The meat-free food market is growing and our research shows
that the market has topped GBP1bn for the first time ever and has
more than doubled in the last 20 years. As a convenience retailer,
with more than 2,600 stores covering the length and breadth of the
country, it's important that we have an offering for vegans and
vegetarians as well as the growing number of flexitarians to meet
increased demand.
During the year we also relaunched our Irresistible pizza range
with improved and innovative toppings with help from our Co-op
Members.
Wholesale
In spring 2019 we marked the first year of our Wholesale
expansion through the acquisition of Nisa. We've set up a single
buying operation for all of the stores we supply, with Nisa
partners able to select from 2,000 Co-op own brand products. We've
seen a rapid uptake of this, with 90% of Nisa partners now taking
lines from across the range.
The integration of Nisa into the Wholesale business has
transformed the proposition Nisa partners are able to offer their
customers with some like-for-like sales as strong as our own Co-op
stores.
Festivals
Building on last year's success we attended even more music
festivals in 2019. In partnership with Live Nation, we opened 6,000
ft. pop up shops at seven UK music festivals through the summer.
This was in addition to our festival store at Glastonbury which we
branded as '31 Toad Lane' in recognition of the 175th anniversary
of the Rochdale Pioneers opening their first shop. We were able to
introduce our Co-op heritage and values to new customers who
weren't familiar with the ethical values which underpin our
business and which align well with the festival's own outlook.
Co-op's festival partnership with Live Nation, and in particular
our approach to environmental sustainability, has also been
recognised at a number of industry awards, including the Festival
Supplier Awards, European Sponsorship Association Awards and the
IGD Shopper Activation Excellence Award.
Franchising
Franchising has long been a feature of consumer retail
co-operatives on the continent and now we're beginning to use this
way of reaching new markets in the UK. Our franchises are a capital
light way to extend our reach. We now have eight franchise stores
open via three Costcutter-owned stores, four on university campuses
at Leeds, Kent and Newcastle as well as our first Nisa partner.
Opening our franchise store in February 2019 at Leeds
University, the fifth biggest university in the UK, was a milestone
for us and the new store has achieved significant sales uplift.
It's clear that our quality, convenience and ethical values are a
great fit with the student population. Students are 'accelerated
adopters' giving us early insight into likely market trends and
they're an important demographic for us as we develop our food
retail offer across our entire estate.
Building on the success of our first three University based
franchise stores, in September we announced a deal with the
National Union of Students to be its exclusive retail grocery store
franchise partner which could see us serving seven million students
with food products and services over the next five years.
New insurance products
In the summer Co-op Insurance introduced a new policy designed
to further reward our safest young drivers. The 'Graduated Young
Driver' product offers drivers who've been on Co-op's Young Driver
telematics product for two years or more, and who have a high Safe
Driving Score, the chance to be 'unboxed'. Qualifying customers
who've proven to be consistently safe drivers can have their black
box switched off, will be offered our most competitive rates and,
by carrying forward their safe driving score, can continue to save
up to GBP300 on their renewals.
In 2019 we also re-entered the life insurance market launching
Co-op Life Cover in partnership with Royal London. The product,
which has been designed with input from Co-op members, includes the
option to take two six-month payment holidays throughout the
lifetime of the policy after a 12-month qualifying period, whilst
allowing their policy to remain in force. Customers can also opt to
reduce their cover level rather than pay back any shortfall at the
end of the payment holiday window.
Co-op Health
In May we launched Co-op Health with an initial focus on repeat
prescriptions. The health market is changing fast and parts of it
are clearly broken and need fixing. Our new app makes ordering
repeat prescriptions easier for customers and more efficient for
the NHS.
Our app links directly into GP surgeries and gives a convenient,
safe and secure connection. For our launch, the repeat
prescriptions business focused on major cities like Manchester,
Liverpool and London. In 2020 our prescription service will be
available across all of England.
Since the AGM, the app has been downloaded more than 147,000
times. We've also begun our 'click & collect' trial, using
lockers in Co-op food stores. We'll soon increase the app's
functionality as we continue to learn and understand more about
what our customers need.
New Legal Partnerships
Building partnerships with other businesses has been a key
aspect of the growth of Co-op Legal Services. In October we secured
a partnership with the Institute of Professional Will writers
(IPW). IPW is a membership organisation with over a thousand
members who provide will writing services to their client base.
When IPW members identify a probate need they will now refer the
customers to the Co-op. This will be an important new relationship
for us, especially as IPW were previously working with one of our
competitors.
We're currently in talks with several well-known businesses
about how our services can help their customers with probate or
estate planning. We expect to make more announcements during 2020
as we begin to rapidly expand our growth through a business to
business strategy.
CONVENIENT AND INNOVATIVE
We've long understood the importance of convenience for our Food
business and are continuing to develop solutions and services to
meet changing customer needs. The importance of being convenient is
now being applied to the commercial development and growth of all
parts of the Co-op's offer. Achieving convenience is closely linked
to our innovation, technology and the use of data. As a Co-op, we
want convenience to have an ethical dimension too, making it easier
to do good for yourself and others through your purchases.
Supporting bereaved families
As we implement our turnaround strategy for Co-op Funerals,
we're putting great emphasis on developing a range of ways for us
to support families through their bereavement. Face to face contact
remains essential for the sensitive service we're providing.
However, we know that families are looking for a range of ways to
talk to us; from the moment a loved one passes away, to how we keep
in touch through all of the decisions and preparations that must be
made for the funeral itself and the support that's needed in the
weeks that follow. So we're investing in our online presence and in
the functionality of our website. We also want to improve our 24/7
phone availability and the way we use text messaging if that's a
preferred way of communication for the family.
Food to Go
'Food to Go' is the fastest growing category in convenience and
in 2019 we've been opening new 'On the Go' store formats with
products aimed at busy city workers looking to 'grab' breakfast,
lunch or dinner, both hot and cold. The stores feature extended
food ranges to appeal to health conscious consumers including more
vegetarian and vegan products, as well as free water taps for
customers to refill their own bottles, and self-serve hot soup and
porridge. Our third On the Go store was opened in Moorgate in the
City of London in January 2019.
Online ordering and home delivery
In March 2019, Co-op Food launched its same day online delivery
service shop.coop.co.uk, using low and no emission cargo bikes from
our Co-op Kings Road store in Chelsea in London. It's the first
time that we've successfully offered online delivery via a
dedicated website. By the end of 2019, we were operating out of 32
hub stores covering central London and Manchester centre. In
parallel, Co-op Food continued to expand online delivery services
through partnerships with Deliveroo and Starship, accelerating
scale across the UK to reach ever more customers.
At the beginning of 2020, we announced that Co-op Food will be
continuing to expand our own services out of around 400 hub stores,
serving 1,169 catchments around the UK including Southampton,
Liverpool, Leeds, Manchester and London.
Co-op App
In the summer we launched a new Co-op App for our members which
allows them to make weekly savings in addition to their 5% and 1%
Co-op Member rewards. Each week members can choose two offers to
take advantage of from a list tailored to them. It's a great
example of how we're using data and insight to personalise our
offer and make relevant recommendations. It was developed with the
help of our members, 16,000 of whom took part in the trials. So far
265,000 members have downloaded the app saving themselves a total
of GBP697,000. Over time we'll be adding to the app's
functionality. As part of coronavirus response to ensuring
availability of food to all of our customers we have temporality
suspended our weekly offers to members.
Young Drivers
We've changed the web journey for our Young Driver telematics
insurance product by integrating mobile and pc platforms and
improving the quote information we provide. The result has been an
improvement in online completion rates by over 50%, leading to an
increase in directly sourced Young Driver sales and associated cost
savings.
Legal innovation
In October our Co-op Legal Services were given an 'Excellence in
Innovation & Technology' award by the Law Society for our
Family Law team's pioneering approach to digital technology. This
includes the development of our online divorce tool, our work with
the UK Government to digitise the submission of divorce paperwork,
the production of a wealth of online content and the use of
in-house technology to support flexible working. By embracing new
technology, we're able to more effectively and efficiently fulfil
the needs of our clients, while also helping to shape the future of
the divorce process in England and Wales.
Investment in technology was a key focus in 2019. The Estate
Planning business rolled out a new proprietary client service
platform which improved document production quality and timelines.
In addition, our platform has unique risk management and compliance
features. The probate business rolled out a new cloud-based client
service platform which keeps partners in touch with case progress
through the key stages of case management.
We're committed to significant future technology investments and
have plans for several cloud-based applications.
Involving our Co-op Members
A significant difference in how we run our business is the time
we make to involve our Co-op Members in developing our products,
services and community plans.
We've been using technology and innovative ideas to enable our
Co-op Members to be more involved in the business they collectively
own. Almost 148,000 members joined in with Co-op activities 219,000
times during 2019 and together they clocked up around 20,000 hours
of their time to working with us, ensuring that new Co-op products,
policies and services better met the needs of members.
Our members helped us to launch new pizza toppings, design new
crisp flavours and develop new digital apps. Once again, we ran
'Join In Live' events across the country during the autumn so our
members could put questions to our elected Council Members and to
our Board Directors.
Through sharing personal stories and life experiences, our
members have also helped us to explore topics such as period
poverty, bereavement and youth loneliness. And, by working
together, we're taking steps to break down some of the barriers
that prevent people from talking about these issues. Our members
have also been essential to the development of 'Co-operate 2022'
community priorities.
In 2019, our total number of active members was 4.6m, in line
with 2018. However, a focus on attracting younger members saw a 36%
increase in new members aged 35 or under.
Through 2020 our members will be working with us to develop new
food, insurance and funeral services and products. They'll also
help us to test new online services, promote Fairtrade, share their
priorities with our Members' Council, support our community plan
and provide the members' eye view on many other ideas we're
considering.
A RESPONSIBLE CO-OP
Responsibility has always been central to our approach to
running all aspects of our Co-op. Our ethical approach to business
means we care about every link in our global supply chain and the
impact we have on the planet. It means we take seriously our
responsibility towards our own colleagues who we see as the
strongest advocates of our Co-op. To achieve this level of
responsible commerce, we need to create a co-op culture which
spreads well beyond the business.
Colleagues
We care about the wellbeing of our colleagues and it's important
to us to offer them the support and advice they most need.
Responding to the coronavirus has demanded we adopt new ways of
working for many colleagues which have involved balancing work and
family responsibilities in a whole new way. We know this is far
from straight forward for many colleagues, especially when schools
are closed and child care provision is unavailable. We're
supporting our thousands of colleagues who are now working from
home through established flexible working policies while team
leaders are being encouraged to regularly check-in on their
colleagues' morale. We've also benefited from recent investment in
technology which has enabled good individual and team
communications to be maintained.
For our colleagues in food stores and funeral homes our priority
has been their wellbeing, both physical and mental. Our Funeralcare
colleagues are supporting families and the NHS through the worst
consequences of the crisis, while our colleagues in stores are part
of the essential work of keeping the nation fed. At the beginning
of the epidemic we provided extra sanitisers and time for hand
washing and store cleaning. From the start of April we installed
protective plastic screens at check outs. In recognition of their
ongoing commitment, we gave a 'thank you gift' of GBP100 cash,
GBP50 worth of Co-op Food, plus an additional day's annual leave to
all of our front line Food and Funeralcare colleagues, totalling
more than GBP13 million.
Over the last few years we've developed a suite of new policies
and practical support including: Lifeworks, our employee assistance
programme; help with mental health awareness; a new menopause
support policy; and financial support partnerships to help with
debt management and savings. These initiatives have gained even
greater importance since the coronavirus outbreak.
Our colleagues in Funeralcare deal with grief and death on a
daily basis and we're exploring more ways to be able to support
them. We're implementing an approach to wellbeing that helps both
our leaders and colleagues to better support each other. We're
testing a number of approaches focused on: training our leaders to
identify signs of anxiety and depression in their teams; learning
how to talk about issues and know where professional support can be
accessed; helping colleagues to support each other as peers; and
offering tools and coping mechanisms to enhance colleague
resilience.
From our food depots colleagues to our night ambulance drivers
in Funeralcare, we rely on having a 24/7 workforce at the Co-op. We
know that poor sleep patterns can have a serious impact on mental
wellbeing. So through 2019 we worked with our colleagues and with
the Wellcome Trust to understand the challenges of shift working
and the importance of sleep. As a result of this research, we've
developed 'Nightclub', a 32ft mobile container which is travelling
around the country to offer night shift workers practical support
with their sleep health. On offer in Nightclub are interactive
exercises, mini experiments and expert-led talks to learn about the
science behind sleep.
One of priorities through 2019 was to create a more diverse and
inclusive culture across our Co-op. Our strategy focuses on
designing and developing the foundations that enable us to create,
sustain and embed an inclusive culture. To that end, we've
continued to use celebratory events such as National Inclusion
Week, International Women's Day and Pride to build awareness of why
diversity and inclusion is important in the Co-op and to include
colleagues in the conversation. In 2019 our campaigns went bigger
and bolder to reach our 62,000 colleagues.
We have grown our diversity and inclusion pioneers across all
business areas from 80 to 150. Our colleague pioneers support our
Diversity and Inclusion Strategy by leading the conversation; and
helping leaders and colleagues understand the value and importance
of having a more diverse and inclusive Co-op.
Gender pay gap reporting shows the overall difference in the
average pay for all men and women across our Co-op and more
information on this can be found in the Report of the Remuneration
Committee in our Annual Report. We want to do more monitoring and
reporting on diversity across the business looking at gender in
leadership roles, how well we attract and retain black, Asian and
minority ethnic colleagues, and how well we retain young people as
our future talent pool.
You can read more about our support for colleagues in our
Sustainability Report.
The Future of Food
Our Future of Food ambition, setting our ethical approach to
food retail, was launched in 2018. The ambition has three core
areas: sourcing and creating with care; treating people fairly; and
learning and celebrating together, with a series of ambitious goals
underneath each. Those renewed commitments were built on decades of
environmental responsibility which had already seen the Co-op take
a lead on the use of renewable energy, ethical trading
relationships, and testing on animals. During 2019 we saw the
public's rapidly growing concern on environmental issues,
particularly around sustainable sourcing and the use of plastic.
Our members and customers want action and solutions and they want
them fast. We believe they are right to expect this.
Throughout 2019 we made rapid progress in our Action on Plastic
plans - removing black plastic, moving our packaging to 76%
recyclable packaging by line to reflect what customers see in store
(95% by weight). This work has included innovations like making our
ready meal packaging easy to recycle and using aluminium and
cardboard alternatives where we can. We've also increased our use
of recycled plastic content in our bottles and oils.
We rolled out compostable carrier bags across the UK to stores
in areas where food waste is collected, and lobbied local councils
that don't to change their position. We continued to strengthen our
Fairtrade commitments - celebrating 25 years of Co-op support for
Fairtrade with our members, customers and suppliers.
In April 2019 we made a commitment to only source 100%
sustainable soy as a way to prevent deforestation and the loss of
native vegetation caused by ever expanding soy cultivation,
predominantly for use in animal feed.
We committed to reducing our greenhouse gas emissions in line
with limiting global temperatures to 1.5degC, pledging a move to
net-zero by 2050 at the latest. This commitment applies not only to
the carbon footprint of our business operations but to the much
more significant climate impact created by the products we
sell.
In June we announced we were accelerating our efforts by
promising to halve the direct greenhouse gas (GHG) emissions from
our business from 2016 to 2025, and reduce the GHG emissions from
our products by 11% over the same period. In September we became
the first UK retailer to sign on to the United Nation's 'Our Only
Future' campaign for businesses globally to meet the 1.5degC
target.
Our Future of Food ambition was awarded the IGD Sustainable
Futures award and commended for being "the blueprint that others
should follow".
In 2020, we intend to accelerate our plans on plastics, our
climate change ambition, and will continue to collaborate with our
members to find sustainable solutions to the challenges ahead.
Responsible pension investments
In June we changed the default investment strategy for the
defined contribution section of the Co-op's pension fund to invest
more in companies that score highly for sustainability and with an
emphasis on mitigating climate change. This means approximately
GBP320m of Co-op employees' defined contribution assets was
switched to invest in a fund with a conscious bias towards
companies and bonds that score well on environmental, social and
corporate governance performance.
Meanwhile, affordable housing projects in East Lothian, Glasgow
and Yorkshire have been built thanks to the GBP50m investment in
social housing which our Pension fund announced in 2018.
Sustainability Bond & Fairtrade
At the end of May, we became the first UK retailer to issue a
sterling-denominated Sustainability Bond. It's raised GBP300m and
we're using the funds exclusively on supporting and promoting
Fairtrade, including Fairtrade producers and their communities.
Co-op intends to allocate the net proceeds of the Sustainability
Bond issuance to the costs of bringing Fairtrade products to
customers, marketing and promoting Fairtrade products and wider
Fairtrade movement. Our continued commitment to Fairtrade comes as
some other major retailers are scaling back their investment
despite it being a key source of support for communities around the
developing world.
You can read more about our achievements as a responsible
business in our annual Sustainability Report.
A CAMPAIGNING CO-OP
We have a long tradition of campaigning on the issues that
matter most to our members. Our aim is to provide a national voice
that can speak to local and national decision makers. We also set
out to develop practical solutions that can be shared with others
and scaled up to a national level.
The safety of our colleagues has been an increasing concern of
our members and our Executive for some time and at the end of 2018
we adopted our new campaign 'Safer Colleagues and Safer
Communities' with the approval of our nationally elected Members'
Council.
We're tackling crime in our stores through investment in
technology and security and by lobbying Government to take the
issue seriously. However, we also want to address the root causes
of the problem in our communities. At our AGM we announced our new
partnership with the Damilola Taylor Trust and in 2019 we funded
one of its skills training programmes for young people at risk of
falling into a life of crime, and we'll continue this support in
2020.
Following the call for evidence by the Home Office, we
encouraged and supported more than 600 of our colleagues to come
forward and record their experience of crime in the workplace. We
also submitted our own 70-page report with ten key recommendations
for the Government to consider. We commissioned new academic
research by Dr. Emmeline Taylor into violence on shop workers and
published the findings in September. In November we hosted a summit
to mark the beginning of Usdaw's 'Freedom from Fear' week with
Sadiq Khan, Mayor of London, alongside our Food Chief Executive, Jo
Whitfield, as keynote speakers. At the start of 2020 thousands of
our colleagues wrote to their MPs asking for their support in
pushing the Government to take further action.
Meanwhile, we're continuing to invest in store technology such
as our intelligent CCTV equipment which helps us to gather evidence
and work with the police to secure convictions. We've also been
testing body cameras in a number of stores with a view to rolling
this out to our shops in the most affected areas.
As well as supporting many local projects tackling the causes
and consequences of crime through our Local Community Fund, we're
also partnering with specific crime initiatives in London and
Manchester tackling the root causes of crime.
At our AGM we launched our partnership with the knife-crime
charity Steel Warriors. This multi-million-pound investment was
begun following our decision to stop selling single pack kitchen
knives in our stores. We donated our existing knives to Steel
Warriors who create free community gyms in places impacted by knife
crime. The gym is made from knives surrendered or seized from the
streets and melted down to make equipment. In 2019 we opened two
new gyms in Lambeth and Finsbury Park in London. Our aim is to help
Steel Warrior build 20 open-air gyms across the UK with six opening
in 2020. Alongside the gyms, we're also providing certified
personal trainers to offer training sessions to youngsters of all
abilities at the same time as promoting an anti-knife crime
message.
In 2020 we'll focus our direct support for colleagues working in
those shops which account for the majority of all crimes committed
against our estate. We'll continue working with local and national
politicians, Police and Crime Commissioners and the Home Office to
raise understanding of the issues and push for new legislation.
We'll invite politicians to visit our stores to see the affect
crime has on our colleagues.
Our campaigns on Loneliness and Slavery continue to be
influential in the public debate on these issues. In May we hosted
the Loneliness Action Group's national conference with the
Government Minister for Loneliness, Mims Davies MP, speaking. We
also published new research on the effectiveness of our Community
Connector programme and on loneliness in the black, Asian and
ethnic minority communities.
We continued to lobby for enhanced support for victims of Modern
Slavery throughout 2019. We helped to coordinate a 'victim support'
petition hand-in at No 10 Downing Street and the Home Office in
March, urging the UK Government to back Lord McColl's 'Victim
Support Bill' and provide survivors of modern slavery with 12
months' support (rather than 45 days). The combined petition
comprised 64,241 signatures. We also worked with The Sun's 'Stamp
out Slavery' campaign, calling for the Government to support Lord
McColl's Bill.
We were delighted when, in April 2019, a Judicial Review
relating to Victim Support was carried out, resulting in an
extension of support given.
SUPPORTING OUR COMMUNITIES
For generations our Co-op has been famous for its work
supporting local communities. Over the years we have evolved how we
do this, responding to changing needs and challenges. Today, we are
continuing to strengthen the communities in which we trade through
practical help based on evidenced based research and listening to
our members.
Community pay out
In November our annual pay out of our Local Community Fund gave
more than GBP17 million to 4,400 local causes across the UK. The
money is raised through the 1% our Co-op Members earn when they buy
Co-op branded products and services and through the carrier bag
levy in England and Scotland. Our members can choose to give their
1% from three local causes selected in their area. Since its launch
in 2016, the Local Community Fund has given GBP56 million to
thousands of local causes across the country at a time when public
funding has been rapidly decreasing leaving many important projects
vulnerable to closure.
As highlighted earlier in this report, we took the decision to
bring forward to April a part pay out of GBP4.5 million for this
year in recognition of the additional strains all local causes are
facing as a result of coronavirus.
Co-operate 2022
We used 2019 to develop our ideas for how we support local
communities over the next few years so that we're addressing
today's challenges in a co-operative way. Our community plan, which
we're calling 'Co-operate 2022', was developed using data from the
Community Wellbeing Index and with input from more than 10,000
Co-op members and our Members' Council. It builds on all the work
we've been doing since 2016 to create stronger communities.
As this work has evolved, we've been putting ever greater
emphasis on projects which will bring people together and promote
co-operative solutions. Through our Community Wellbeing Index, and
our broader research and consultation work with members and
communities, we've identified three priorities for our community
work: Community Spaces; Physical and Mental Wellbeing; and
Education and Skills. We're aligning the work of our Member
Pioneers behind this plan and giving priority through our Local
Community Fund to local causes working on these issues. Our
charity, the Co-op Foundation, is also contributing and, in 2019,
launched a GBP3m extension to its #iwill Fund. Grants will support
young people to advocate to improve spaces, and help each other
during bereavement and on the move from primary to secondary
school.
We want to create stronger, more connected communities that
bring people together. To achieve that, communities need good
physical spaces, both indoor and out, and we know these are under
threat. One of the best ways to address social exclusion and mental
and physical illness is to help and support people to connect with
their local communities. We want to encourage that to happen by
making it easier for communities to create, secure and use social
spaces, and encouraging local initiatives that bring people
together and address isolation and health issues. We also want to
build powerful virtual community spaces too where local initiatives
can be shared, calls for support made, and connections built that
will enable great things to happen.
Endangered spaces
At the start of the summer we launched our Endangered Spaces
campaign in partnership with the charity Locality. Our aim is to
protect 2,000 community spaces by the end of 2022. By the end of
the year we'd helped 300 community groups looking for financial or
specialist support to help save local spaces. Additionally, we've
supported 1,466 local causes using community spaces through the
Local Community Fund.
Our charity, The Co-op Foundation, is contributing to our work
and by the end of 2019 had helped to improve more than 200 spaces.
It awarded almost GBP900,000 of grants from its Space to Connect
partnership with Government and supported green spaces in Wales
through funds raised from the Welsh carrier bag levy.
Mental wellbeing
We know that health issues - both physical and mental - are
becoming more urgent and better understood. Mental health diagnoses
are rising, particularly among younger people. Our Community
Wellbeing Index data shows high levels of prescriptions relating to
depression, diabetes and obesity in some areas of the UK.
Meanwhile, nearly half of adults believe they've had a diagnosable
mental health condition at some point in their lives. We also know,
through our work to tackle loneliness, that mental and physical
health issues are a huge driver of social exclusion and therefore
isolation.
In October we announced, with the support of our Members'
Council, that we're going to raise GBP6 million over the next 18
months to fund new research, services and advocacy activity to
build individual and community resilience improve mental
wellbeing.
We're partnering with three charities which together cover every
part of the UK: Mind (working in England and Wales); SAMH working
(in Scotland); and Inspire (in Northern Ireland).
It's the experiences of our colleagues and our knowledge of
local communities that's led us to make mental wellbeing a
priority. There are many things that can affect both mental and
physical wellbeing, including work. From Funeralcare colleagues
dealing with bereaved families, to food and logistics colleagues
dealing with shift patterns, to financial worries and general work
load that can affect all colleagues. And course, coronavirus is
creating further anxiety and stress across the UK.
As we did with our loneliness and social isolation work, we'll
be doing research to help us understand where we could make the
greatest difference with the money we raise. We'll also be
campaigning at a national level to improve how decision-makers
understand mental health and what legislative changes could
help.
Education and skills
We want to support individuals and communities to reach their
full potential across all life stages. This is especially important
in our fast-changing digitally driven world. Our support for the
Co-op Academies Trust and our apprenticeship programme will have an
important part to play in this.
As part of our aim to promote co-operation, we want to explore
ways to share skills, especially across the generations. We'll look
to create a platform for doing this.
This year our Co-op took on its 5,000th apprentice since 2011.
In 2019 there were 1,000 apprentices working across the business
including degree level training in partnership with Anglia Ruskin
University. We pay the full rate for the job and offer permanent
contracts from day one. Our apprenticeship programmes are reducing
attrition and enabling internal mobility across the business.
They're also creating our own Co-op trained talent pipeline
including links into our Co-op Academy schools.
Some colleagues who had applied for the apprenticeship
programmes weren't meeting the minimum entry requirements in maths
and English, particularly where English wasn't their first
language. To support them and increase inclusivity, we developed a
Pre-Apprenticeship Programme using a combination of face-to-face
and webinar teaching. All but one of the first 16 colleagues have
successfully achieved their qualification and are now moving on to
a full apprenticeship programme. We're the first national UK
retailer to introduce this approach and we're supporting other
retailers who want to follow. In November we were awarded
Apprenticeship Employer of the Year at the annual Personnel Today
awards and also achieved the Princess Royal Training Award.
By December 2019, the Co-op Academies Trust has added six new
schools including two special schools in Bradford. This makes the
Co-op Academies Trust not only the fastest growing academy trust in
the UK but also the most diverse in terms of age and ability. The
Trust now educates more than 15,000 students with a full range of
abilities, from early years to sixth form. At the year-end there
were 24 Co-op academies and colleges across northern England in
some of the most economically challenged areas in the UK. The aim
is to have at least 40 schools by the end of the academic year
2021/22.
BUILDING CO-OPERATION IN OUR COMMUNITIES
Not only do we want to be co-operative in all we do as a
business, we also want to increase co-operation in every sphere of
public life. We're committed to the idea that through co-operation
you will create fairer outcomes in all walks of life. Sometimes
this is about simply bringing people together. At other times it's
about helping to create structures and models of organisation based
on co-op principles of ownership and governance.
Member Pioneers
By the end of 2019 we had more than 600 Member Pioneers around
the country and are constantly adding to them. Our Member Pioneers
are part-time employees dedicated to being community catalysts able
to bring people and ideas together to make great things happen
locally. In February 2019, following extensive discussions with our
Members Council and consultation with our trade union partners, we
announced a new team structure for our Member Pioneers. We've
introduced a National Member Pioneer Manager, ten field-based
Member Pioneer Managers, and approximately 100 Member Pioneer
Coordinators, each working two and a half days each week. This new
structure is enabling us to better manage and co-ordinate their
work and make sure it's aligned to our priorities.
Co-operate platform
Over the last 18 months we've spent time learning what stops
communities from coming together. We've been talking to volunteers,
organisers, charities, social entrepreneurs and those who just want
to get involved but don't know how.
We know there's no shortage of people who want to help, and no
shortage of organisations and groups desperate for that help.
However, the tools to help them are often hard to find, hard to use
and don't connect to each other. So we're creating a new platform
that brings together people, digital tools, and physical community
assets.
We're calling it 'Co-operate' and it's for people that care
about their local community and want to come together to get things
done. Our ambition is to create the national community centre for
local co-operation that connects people in and across
communities.
It can help people find out what events and activities are
happening that benefit their community, see how they can help, or
even start something themselves. As we evolve Co-operate it will
continue to help overcome more of the problems that we've heard are
stopping communities making good things happen. It will help you
find a community space that's available when you need it, it will
help you club together financially to reach a goal more easily, and
it will help you campaign with others to take a stand on something
you're passionate about.
In 2019 we began testing Co-operate in Trafford and Leeds and
then extended our trials to other parts of Greater Manchester and
to parts of London. As the social impact of the coronavirus began
to become clear, we accelerated the platform's functionality and
reach so it could be used across the UK to co-ordinate local
responses to the virus and point people in the direction of helpful
information. Early indications are that it's proving a welcome and
needed initiative.
Greater Manchester Co-operative Commission
The North West of England is the home of co-operation in the UK
and we were pleased to be invited by the Mayor of Greater
Manchester, Andy Burnham, to be one of the commissioners involved
in a new report putting forward recommendations for promoting
co-operation across the city-region. Through 2020 we'll continue to
work with the Greater Manchester authority and our other
co-operative partners to encourage and facilitate co-operative
solutions to social and economic issues.
LOOKING AHEAD
As we publish this report, it's clear that the Covid-19 virus is
causing hugely significant disruption to the UK economy as well as
to everyday life in the country. 2020 will now be dominated by this
global event. If movement restrictions continue for some months,
we'll need to adapt to new patterns of shopping and respond to any
disruptions within the food supply chain. We'll continue to work
closely with the Government and industry bodies to ensure the
resilience of all our businesses and we're following all advice on
protecting the health of our colleagues and customers. With the
disruption set to continue into the foreseeable future, we'll be
reviewing our business planning and investment decisions to ensure
they are still appropriate in these rapidly changing
conditions.
To deliver our long-term vision of 'co-operating for a fairer
world' we need to be commercially successful by providing a
compelling co-operative offer across every part of our business.
For the next few years we'll continued to invest in modernising our
business so that we're innovative, competitive and convenient in
all we do.
To maximise the value we can return to our members, we'll create
stronger insight into the cost of our operations and focus on cost
control by introducing new expenditure frameworks to guide our
senior managers.
In the coming months we should begin to understand the
Government's plans for our post Brexit trading relationship with
the EU and the rest of the world. This is likely to have
consequences for our Food supply chain and the way in which we
supply our stores in Northern Ireland. We'll continue to talk to
the Government about our commitment and belief in the importance of
high animal welfare standards and the need to support our British
farmers. Whatever the outcome of the trade negotiations we'll be
ready, having already spent the last two years preparing for all
possible Brexit scenarios.
In Funeralcare our focus will be on responding to the pandemic
and supporting the NHS. This means that the full implementation of
our turnaround strategy will be delayed.
Our Insurance business will continue to develop its new
operating model and we currently plan to introduce innovative
insurance products this year in the areas of home, motor and
commercial.
In 2020 we're relaunching Co-op Power which provides access to
renewable energy to other businesses and organisations. Our scale
means we can make this more affordable to smaller energy customers.
We're also able to offer consultancy services to other businesses
and organisations based on our knowledge and experience as a
pioneer in using renewable energy.
Although we're still in the storm of the Covid-19 crisis and
responding to the serious health and economic consequences of the
pandemic, as a business we're already starting to think about the
longer term implications of what's taking place this year. When
social distancing restrictions begin to be lifted, it's likely that
new patterns of economic and social behaviour will emerge and
potentially become the new 'normal'. How we work, how we travel,
and how we make consumer choices will be greatly influenced by our
current experience. So too will public thinking about the
importance of resilient community life and individual
wellbeing.
As a national Co-op we recognise that as we recover from this
global shock there's an opportunity to bring to the fore the values
of commercial responsibility and community strength which have
always been central to our work. In the coming months we'll assess
how we should be responding operationally for the longer term and
how we can encourage the best of the nation's crisis response to
continue beyond the current emergency.
Our financial performance
IFRS 16
Our accounts have changed significantly this year because of a
major new accounting standard, IFRS 16, which we adopted from the
start of 2019. Our accounting policies note explains IFRS 16 in
more detail but the headline is that we are now required to put
leases onto our balance sheet that previously were not included,
most significantly over 3,000 leases on properties that we rent.
This means our balance sheet now includes lease liabilities of
GBP1.5 billion (representing future financial commitments) and a
'right of use' asset of GBP1.0 billion (reflecting the value of our
right to use the asset). It also has a big impact on profits, most
notably rent of GBP159 million is no longer included in our income
statement, depreciation increased GBP104 million and net lease
interest of GBP74 million is included. The overall impact on
operating profit is a GBP55 million increase whilst profit before
tax is GBP12 million lower.
Our 2018 numbers are not restated for IFRS 16 which means
understanding year on year performance is quite complicated so
we've included some additional information below to help.
Restatement of Nisa results
In early 2020 we identified some historical accounting errors
relating to stock, supplier income, creditors and cash in the Nisa
business that we acquired in May 2018. These errors impact the
consolidated balance sheet at 5 January 2019 with net assets
overstated by GBP33m, the balance sheet of Nisa at acquisition in
May 2018 when net assets were overstated by GBP23m and the
consolidated income statement for 2018 that overstated profits by
GBP10m. The goodwill arising on acquisition of Nisa has also
increased by GBP23m because of the change to the acquisition
balance sheet.
There are 3 key areas of the GBP33m overstatement to net assets.
A GBP20m understatement to creditors has arisen from cut-off errors
where no liability had been recognised for stock received before
year end but not yet invoiced and errors relating to tobacco stock
picking in the warehouse. Receivables were overstated by GBP9m
relating principally to errors in the calculation and timing of
recognition of supplier income. Finally a GBP4m error arose on cash
which relates to a historical error in the bank reconciliation.
These errors demonstrate historical weaknesses in balance sheet
reconciliation processes both through poor understanding and design
of reconciliations and lack of robust review and experienced
oversight.
The errors were uncovered by the new dedicated and experienced
senior finance team appointed by Co-op to lead the NISA financial
integration within Co-op's financial reporting and control
environment. Alongside ensuring the new finance team have
appropriate support and resource to improve the control environment
in Nisa, a key priority will be to accelerate the integration of
key Nisa finance processes into the core Co-op financial control
environment. Prior to this issue emerging we had already set out
that one of our key strategic priorities for the coming year is a
review of our operating model and particularly our Control
framework and we will use the lessons learnt from the Nisa issue to
inform this work.
We have restated the 2018 Consolidated balance sheet and
Consolidated income statement for these errors and full details are
shown in note 38 of our accounts.
Qualified audit report
We note that our auditors have qualified their audit opinion in
respect of our interpretation of IFRS 15 (Revenue from contracts
with customers) as applied to our funeral plans. This relates to a
highly judgemental area of IFRS 15 as to whether a sale contains a
"significant financing component" and whether the amount received
from the customer is "variable consideration". This issue and
accounting rationale are explained in detail in the General
Accounting Policies note in the key judgements section.
We remain firmly of the view that the approach we took in 2018
when we first adopted IFRS 15, and that was supported by both our
auditors and the advice we took from another accountancy firm at
the time, remains appropriate. We have considered the views of our
auditors and the decision to continue with this accounting approach
was made in full knowledge that it would lead to a qualified audit
opinion. It is not a decision we have taken lightly but we have
carefully considered both the technical accounting interpretation
as applied to the particular nature of our funeral plan
arrangements and the need to present clear and understandable
accounts to our members.
We believe that our treatment most fairly reflects the true
underlying commercial nature of a funeral plan sale. The accounting
policies note sets out the illustrative impact of the alternative
approach that our auditors believe we should adopt. As noted above,
as well as disagreeing with that accounting interpretation, our
view is that this approach would make our accounts very difficult
to understand for our members and not fairly reflect our true
financial performance.
Summary of financial performance
The tables below show 2019 on both a reported basis as in our
income statement (prepared under IFRS 16) and on a like-for-like
with 2018 (excluding IFRS 16). The 2018 figures for Nisa are
restated for the accounting errors discussed above:
2019 per 2019 excluding 2018
income IFRS 16
statement
(restated)
GBP million GBP million GBP million
Revenue 10,860 10,860 10,162
Food 283 235 204
Wholesale (10) (10) (21)
Funeral and Life Planning 14 12 25
Costs of supporting functions (110) (115) (107)
Other (8) (8) (4)
------------ --------------- ------------
Total underlying trading profit
(a) 169 114 97
Property valuations, disposals
and one-off items - - (7)
------------ --------------- ------------
Operating profit 169 114 90
Underlying interest (b) (64) (64) (64)
Net underlying lease interest (c) (74) - -
Non-underlying interest 36 29 57
------------ --------------- ------------
Profit before tax 67 79 83
Tax 18 20 (17)
Discontinued operations (16) (16) (230)
------------ --------------- ------------
Profit / (loss) for the year 69 83 (164)
------------ --------------- ------------
Underlying profit before tax (a)-(b)-(c) 31 50 33
------------ --------------- ------------
Our headline performance
Revenue rose by GBP0.7 billion to GBP10.9 billion, a 7% increase
compared to 2018. GBP0.4 billion of this increase relates to our
wholesale business which had a full year's trade in 2019 compared
to eight months' trade in 2018 following the acquisition of Nisa in
May 2018. Revenue growth also reflected a strong trading
performance in our Food business with revenue up GBP0.2 billion or
3% driven by like for like sales growth that once again exceeded
the market as measured by IGD.
Profit before tax was GBP67 million compared to GBP83 million in
2018. Excluding the impact of IFRS 16 (as shown above) profit
before tax was GBP79 million, marginally behind 2018 but comprising
a GBP17million increase in underlying profit before tax offset by
GBP21 million from the impact of non-trading items such as
disposals, one-off items and market valuation changes on our swaps
and debt movements. These are discussed in more detail below.
Our underlying profit before tax comprises core trading profits
less underlying interest (essentially interest on borrowings). This
was up by GBP17 million, on an ex IFRS 16 basis with strong profit
growth in our Food business largely offset by a fall in Funerals
profits and increased Support function costs relating to investment
in membership and IT. Trading performance is discussed in more
detail below.
We show how we adjust profit before tax to get to our underlying
profit before tax in note 1 of our interim financial statements.
Our jargon buster also explains the accounting terms we have to
use.
Our profits are reported after deducting the amount our members
have earned through the 5% and 1% member rewards which totalled
GBP70 million in the year (2018: GBP72 million).
Last year end the results of our insurance underwriting
business, CIS General Insurance Limited ('CISGIL'), were reported
as a discontinued activity following the announcement of our plans
to sell the business to Markerstudy and put in place a long-term
arrangement to distribute insurance products under the Co-op brand.
The treatment of a business segment as a discontinued operation is
based on an expectation that a sale will normally complete within
12 months. However there are exceptions to this, particularly in a
case such as this where a longer period arises because of
regulatory approval. We remain confident that the deal will
complete and therefore continue to treat CISGIL as
discontinued.
How our businesses have performed
Food sales of GBP7.5 billion were up 3% on 2018, with
like-for-like sales up 1.9% beating the market as measured by IGD
by 2%. This continued like for like sales growth reflects our great
products, new product innovation and continued investment in both
our physical estate and e-commerce solutions for customers and
members.
Underlying profit in Food was GBP283 million in 2019 compared to
GBP204 million in 2018. On a like-for-like basis excluding IFRS 16,
profit was GBP235 million, up 15% on last year, reflecting the
strong sales performance but also good cost control.
Our Wholesale business recorded sales of GBP1.4 billion in the
year compared to GBP1 billion in 2018 which included eight months
trading since acquisition. The business recorded a loss of GBP10m
in 2019 against a (restated) GBP21 million loss in 2018 that
included integration and acquisition costs. As noted above we
identified several accounting errors relating to the reported
results of Nisa at acquisition date in May 2018 and during 2018
such that the previously reported loss of GBP11 million for 2018 is
restated at GBP21 million loss.
Revenue in our Funeral & Life Planning business fell by
GBP10 million, or 3%, to GBP307 million reflecting both lower
funeral numbers and our response to a shift in customer choice with
growing demand for lower cost funeral options and choices such as
cremation without ceremony. The market remains highly competitive
and the unexpected fall in the death rate has been a key factor in
our performance. We conducted 90,630 funerals in 2019 compared to
95,363 in 2018, a 5% reduction.
These challenges saw underlying profit fall by GBP13 million on
an ex IFRS 16 basis from GBP25 million to GBP12 million. On a
reported basis under IFRS 16 underlying profit was GBP14 million.
We are now implementing our turnaround plans for the business that
are set out in more detail in our Chief Executive's
introduction.
Our Funeral & Life Planning business includes our legal
services business, Co-operative Legal Services ("CLS"). CLS had an
excellent year with a 13% increase in revenue to GBP40 million and
profits up GBP4 million to GBP6 million reflecting strong growth in
probate together with operational improvements that have
accelerated progression of cases.
Supporting functions costs were GBP110 million but on a
like-for-like basis (excluding IFRS 16) were GBP115 million, an
increase of GBP8 million reflecting increased investment and
one-off gains in 2018. In 2019 we invested more in membership
initiatives, increasing our Share of Voice to raise awareness of
Our Co-op values and purpose, and we invested more in IT, updating
our estate and continuing to move away from datacentres into more
flexible Cloud arrangements. This additional investment was
partially funded by cost savings generated by our 'Fuel for Growth'
programme including organisational design changes.
As noted above, CISGIL is classified as a 'discontinued
operation' which means its results are included at the foot of the
income statement, below profit before tax. The loss on discontinued
operations this year of GBP16 million largely relates to additional
costs relating to the sale of the business. The GBP230 million loss
in prior year related to the write down of assets in the business,
costs of selling and separating the business and GBP29 million of
trading losses.
Property revaluations, disposals and one-off items
The table below shows one-off items, disposals and property
valuation gains in the year (losses are shown in brackets):
2019 per 2019 excluding 2018
income IFRS 16
statement
GBPm GBPm GBPm
Change in value of investment properties 27 27 38
One-off items (5) (5) 9
Property and business disposals/closures (22) (22) (54)
----------- --------------- -----
Total - - (7)
----------- --------------- -----
We have a significant property estate including food stores,
funeral homes, investment properties and vacant ex trading
properties. This can lead to significant property related items
such as disposal profits and losses, closure costs and vacant
property holding costs, impairment of carrying values of assets and
revaluation gains on investment properties. We also have some
one-off gains this year relating to largely non-recurring items.
These are discussed in more detail below.
The GBP27 million increase in the value of our investment
properties relates to planning gains and market value uplifts
across our investment property estate including a gain of GBP21
million on one site. In 2018 we had two particularly large planning
gains and a development opportunity that together generated GBP25
million on just three sites.
One-off items
2019 per 2019 excluding 2018
income IFRS 16
statement
GBPm GBPm GBPm
Reduction in Nisa consideration 11 11 -
Bank IT separation 13 13 (2)
Impairment of Nisa intangible asset (29) (29) -
One -off pension items - - 11
Total (5) (5) 9
----------- --------------- -----
The GBP11m gain in respect of Nisa consideration arises from a
reduction in the creditor relating to deferred payments for the
acquisition of Nisa which is payable over a number of years
depending on the trade passing through Nisa from its partners. The
GBP13 million gain on Bank IT separation relates to costs of
separating our systems from those of Co-operative Bank. This was a
largely IT programme that ran over several years and completed in
late 2019 with final costs GBP13 million lower than we had provided
for after reaching a final agreement on cost sharing and scope with
Co-operative Bank.
In the event of making adjustments to prior year earnings we
have taken a prudent view and have revised the carrying value of
the intangible assets in Nisa. We remain confident in the future
trading and growth of the Nisa business.
Property and business disposals
2019 per 2019 excluding 2018
income IFRS 16
statement
GBPm GBPm GBPm
Write down of assets on loss-making
stores (44) (34) (12)
Sale or closure of properties 22 12 (34)
Closure of Co-op Electrical business - - (8)
----------- --------------- -----
Total (22) (22) (54)
----------- --------------- -----
The write down of assets of GBP44 million in 2019 relates to
goodwill, right of use assets and fixtures and fittings on stores,
branches and other properties that are not generating enough cash
to support the value of those assets. Typically these relate to
loss making sites. The increase in 2019 is largely because of IFRS
16 as we now have write-downs relating to right of use assets as
well as fixtures and fittings and goodwill.
The profit on sale of property of GBP22 million includes an
GBP7m profit on the sale of Northern Ireland funerals homes and a
GBP14 million profit on the sale of several food stores. With the
introduction of IFRS 16, provisions for the cost of holding vacant
properties no longer include rent as this is already shown in the
lease liability. Instead, under IFRS 16, the right of use asset is
impaired if the leased property is vacant or earning insufficient
income to support the right of use asset value.
The GBP34m loss in 2018 (prior to IFRS 16) included a provision
increase of GBP26 million for rent and other holding costs arising
from leases we are committed to on buildings that we no longer
use.
We closed our online Co-op Electrical business early in 2019.
GBP8 million of costs including property closure and holding costs,
stock write-downs and redundancy were provided in 2018 when the
decision to close was announced.
Financing
Our financing costs are shown in the table below (costs are
shown in brackets):
2019 per 2019 excluding 2018
income IFRS 16
statement
GBPm GBPm GBPm
Underlying interest payable (64) (64) (64)
Net underlying lease interest (74) - -
----------- --------------- -----
Underlying interest (138) (64) (64)
----------- --------------- -----
Non- underlying interest
Net pension finance income 57 57 41
Fair value movement on quoted debt
and swaps (8) (8) 26
Non-underlying finance interest (13) (20) (10)
Non- underlying interest 36 29 57
----------- --------------- -----
As noted above IFRS 16 brings interest on the lease liability
into our income statement and this was GBP74 million relating to a
total lease liability of GBP1.5 billion. Excluding IFRS 16 lease
interest, underlying interest was in line with last year.
Pensions finance income is based on the pension scheme surplus
on an accounting basis at the start of each year and the GBP16
million increase this year reflects a GBP300 million increase in
the accounting surplus at the start of 2019.
Our total net debt at the year end was GBP2.2 billion including
the IFRS 16 lease liability of GBP1.5 billion. Excluding the lease
liability, net debt was GBP0.7 billion, a reduction of GBP100
million from the GBP0.8 billion at 2018-year end (details of what
is included in net debt are provided in note 21).
In the first half of 2019 we raised GBP300 million in the first
sustainable bond issued by a UK retailer at a coupon of 5.125%
maturing in May 2024. We tendered our existing GBP450 million 2020
Eurobond debt and repaid GBP274 million, leaving a principal
balance of GBP176 million. Additionally, we rebased our interest
rate swaps in relation to our bonds, and this produced a net cash
inflow of GBP27 million due to changes in prevailing market rates
since they were first taken out.
We invested GBP439m million of capital expenditure in 2019
principally on Food refits (GBP94 million) and new stores (GBP80
million). We also invested GBP29 million in our funerals business,
GBP60 million in our Food supply chain and GBP53 million in
technology to upgrade IT systems to improve supply chain and
service to Food stores. We also made deferred payments of GBP32
million relating to the acquisition of Nisa where consideration is
payable over several years. This capital spend was partly funded by
GBP123 million of cash from disposals, mainly property sales.
The Trading Group is comfortably within the ratios of debt and
interest agreed with our banks and our funding position is
strong.
Tax
We won't be paying corporation tax in respect of the year
because we've brought forward tax losses and capital allowances. In
2019 we paid GBP207 million (2018: GBP196 million) to the
government in respect of VAT, business rates, Stamp Duty Land Taxes
and Employers' National Insurance
The current tax charge of GBP7 million shown in the accounts
relates to amounts payable to CISGIL for tax on its losses. A
similar tax credit of GBP7 million appears within CISGIL's own
results and is included within the loss on discontinued
operation.
There is a total tax credit of GBP18 million for 2019, this is
due to a one-off GBP48 million credit adjustment in respect of
prior years' deferred tax. Without this there would have been a tax
charge of GBP30 million on the GBP67 million Profit before tax
arising from continuing operations. The GBP48 million credit is
mainly in relation to a GBP43 million revision on the timing of
when deferred tax is expected to come into our income statement in
the future.
See notes 8 and 15 for more detail about these two issues.
We retained the Fair Tax Mark accreditation in 2019 showing that
we put our purpose, Co-operative Values and Principles into action
in the way we do business. Our tax policy can be found here:
www.co-operative.coop/ethics/tax-policy/.
Our balance sheet
IFRS 16 has significantly changed our balance sheet. As with the
income statement, these changes impact 2019 numbers but not the
comparatives for 2018. Most notably the balance sheet includes
GBP1.0 billion of right of use assets and GBP1.5 billion of lease
liabilities but several other balance sheet items are also impacted
to a lesser extent as discussed below. The impact of applying IFRS
16 at the start of 2019 was to reduce net assets by GBP0.2 billion.
This is the key element in the reduction in retained earnings from
GBP2.9 billion to GBP2.7 billion.
The GBP45m reduction in property, plant and equipment ("PPE")
includes a GBP41m reduction relating to IFRS 16 mainly due to
transferring assets we lease under a finance lease into right of
use assets. GBP308 million of capital expenditure on PPE is largely
offset by disposals of GBP43 million and depreciation of GBP252
million.
The actuarial surplus of our pension schemes remained at GBP2
billion, in line with last year. However whilst the overall surplus
was largely unchanged, there were significant movements that netted
off with a GBP0.9 billion increase in liabilities offset by a
corresponding GBP0.9 billion increase in assets. The liability
increase largely reflected a change in the interest rate used to
value pension liabilities which decreased from 3% to 2%. The
interest rate we select is based on advice from our actuaries and
is based on corporate bond rates at year end. The change in assets
largely reflects the fact the scheme largely invests in gilts and
corporate bond assets which have moved in a similar way to our
liabilities. It's important to remember that the accounting
valuation of pension schemes is quite different to the statutory
valuation bases which drives deficit funding contribution
requirements. These valuations use bases which reflect the assets
that each scheme is invested in. Pace and Somerfield, our two
biggest schemes, use more prudent bases, with Pace being in surplus
and Somerfield broadly fully funded. Two other schemes use slightly
weaker bases and are in deficit.
Other notable movements in the balance sheet include a GBP133m
reduction in provisions which includes a GBP72m reduction because
of IFRS 16 adoption. As noted above, provisions for the cost of
holding vacant properties no longer include rent because this is
instead shown as write down in the value of the right of use asset
relating to that lease. The remaining reduction is due to payments
in the year including a single large lease surrender payment.
Contract liabilities relating to funeral plans have increased
GBP87m in the year mainly reflecting GBP154m of new plans sold in
the year offset by GBP65m of plans redeemed.
The assets and liabilities of CISGIL continue to be classified
as held for sale because of the planned sale of the business to
Markerstudy as noted above. Its assets are included within a single
line "assets held for sale" in the balance sheet and similarly its
liabilities which are all included within "liabilities held for
sale".
The Group continues to consolidate the Reclaim Fund Limited
('RFL') as it is a 100% owned subsidiary of the Group. However, RFL
is a not-for-profit organisation whose surplus is held entirely for
the benefit of Big Lottery Fund and as a result the Group gains no
financial benefit from RFL. If the Group were to cease
consolidating RFL, this would result in a one-off charge to the
income statement of GBP74m.
Looking ahead
As we finalise this report, the biggest challenge facing our
business, and the nation as a whole, will be the scale of
disruption caused by Covid-19 and the significant human and
economic impact. In the immediate weeks ahead, we'll continue to
focus on our response to the current crisis making sure we maintain
business continuity and colleague capacity to deal with increased
demands and changed ways of working. The global consequences may
cause longer term issues for our food supply chain in the months
ahead, and, with the Government and other retailers, we'll need to
respond to this.
As social distancing and movement restrictions are lifted, we'll
closely monitor longer term changes in consumer behaviour
particularly around patterns of food buying and travel.
The longer the crisis continues the deeper the national economic
consequences will be. It looks increasingly likely that the UK will
be facing a significant economic slowdown which our members and
customers will not be immune from. In light of this, we're
reviewing all of our investment plans and will re-prioritise as
necessary.
Consolidated income statement
for the period ended 4 January 2020
What does this show? Our income statement shows our income for the year
less our costs. The result is the profit that we've made.
2019 2018 (restated**)
Continuing Operations Notes GBPm GBPm
------ --------- ------------------
Revenue 10,860 10,162
Operating expenses (10,700) (10,082)
Other income 9 10
---------------------------------------------------------------- ------ --------- ------------------
Operating profit 1 169 90
------------------------------------------------------------- ------ --------- ------------------
Finance income 3 61 78
Finance costs 4 (163) (85)
Profit before tax 1 67 83
------------------------------------------------------------- ------ --------- ------------------
Taxation 5 18 (17)
Profit from continuing operations 85 66
-------------------------------------------------------------- ------ --------- ------------------
Discontinued Operation
------------------------------------------------------------- ------ --------- ------------------
Loss on discontinued operation, net of tax 6 (16) (230)
Profit / (loss) for the period (all attributable to members
of the Society) 69 (164)
------------------------------------------------------------------------ --------- ------------------
Non-GAAP measure: underlying profit before tax***
What does this show? The table below adjusts the operating profit figure
shown in the consolidated income statement above by taking out items
that are not generated by our day-to-day trading. This makes it easier
to see how our business is performing.
2019 2018 (restated**)
Continuing Operations Notes GBPm GBPm
------------------------------------------------------------- ------ --------- ------------------
Operating profit (as above) 169 90
Add back / (deduct):
One-off items 1 5 (9)
Property, business disposals and closures 1 22 54
Change in value of investment properties (27) (38)
Underlying segment operating profit 1 169 97
-------------------------------------------------------------- ------ --------- ------------------
Less underlying loan interest payable 4 (64) (64)
Less underlying net interest expense on lease liabilities* 3,4 (74) -
Underlying profit before tax 31 33
---------------------------------------------------------------- ====== ========= ==================
* The Group has initially applied IFRS 16 (Leases) at 6 January 2019
using the modified retrospective approach. Under this approach, comparative
information is not restated and the cumulative impact of applying the
new standard is recognised in retained earnings at the date of initial
application. This means that 2019 and 2018 numbers above are not directly
comparable. On a like-for-like basis (as if IFRS 16 had not been applied)
our 2019 underlying profit before tax of GBP31m becomes GBP50m compared
to GBP33m last year. To further help the reader we've also included additional
tables in 'Our financial performance' section showing 2019 results on
both a reported basis (prepared under IFRS 16) and a like-for-like with
2018 (excluding IFRS 16). For more details on the impact of IFRS 16 (Leases),
refer to the general accounting policies section.
** For more details on the restatement, refer to the general accounting
policies section.
*** Refer to note 1 for a definition of underlying profit before tax.
Consolidated statement of comprehensive income
for the period ended 4 January 2020
What does this show? Our statement of comprehensive income includes
other income and costs that are not included in the consolidated
income statement on the previous page. These are usually revaluations
of pension schemes and some of our financial investments.
2019 2018
(restated*)
Notes GBPm GBPm
---------------------- --------------------- ------ --- --- ------ ----- -------------
Profit / (loss)
for the period 69 (164)
Items that will never be reclassified
to the income statement:
Remeasurement (losses) / gains on
employee pension schemes 11 (99) 178
Refinement of the derecognition of pension
surplus attributable to The Co-operative
Bank 11 - 31
Related tax on
items above 5 17 (36)
(82) 173
----------------------------------------------------------- ------ ----- -------------
Items that are or may be reclassified
to the income statement:
Gains less losses on fair
value of insurance assets** 8 (8)
Fair value losses on insurance assets transferred
to the income statement** (2) (1)
Related tax on
items above 5 (1) 1
5 (8)
----------------------------------------------------------- ------ ----- -------------
Other comprehensive (losses) / income for
the period net of tax (77) 165
===== =============
Total comprehensive income / (loss) for the period
(all attributable to members of the Society) (8) 1
======================================================================= ===== =============
* For more details on the restatement, refer to
the general accounting policies section.
** Our Insurance business has been classified as a discontinued
operation in the Consolidated income statement with assets and
liabilities transferred to held for sale in the Consolidated
balance sheet.
Consolidated balance sheet
as at 4 January 2020
What does this show? Our balance sheet is a snapshot of our financial
position as at 4 January 2020. It shows the assets we have and
the amounts we owe.
2019 2018 (restated*)
Notes GBPm GBPm
------------------------------------- ------- -------- -------------------
Non-current assets
Property, plant and
equipment 2,001 2,046
Right-of-use assets** 8 1,045 -
Goodwill and intangible
assets 1,087 1,094
Investment properties 16 42
Investments in associates
and joint ventures 3 3
Funeral plan investments 1,271 1,223
Derivatives - 27
Pension assets 11 1,973 1,984
Trade and other receivables 111 81
Finance lease receivables** 8 40 -
Contract assets (funeral
plans) 54 47
Reclaim Fund assets 206 209
Total non-current assets 7,807 6,756
---------------------------------------- ------- -------- -------------------
Current Assets
Inventories 454 458
Trade and other receivables 445 528
Finance lease receivables** 8 11 -
Contract assets (funeral
plans) 4 4
Cash and cash equivalents 308 278
Assets held for sale 9 1,090 1,113
Reclaim Fund assets 478 410
Total current assets 2,790 2,791
---------------------------------------- ------- -------- -------------------
Total assets 10,597 9,547
---------------------------------------- ------- -------- -------------------
Non-current liabilities
Interest-bearing loans
and borrowings 10 803 976
Lease liabilities** 8 1,277 28
Trade and other payables 183 214
Contract liabilities
(funeral plans) 1,435 1,353
Derivatives 1 -
Provisions 95 215
Pension liabilities 11 109 125
Deferred tax liabilities 134 223
Reclaim Fund liabilities 540 473
Total non-current liabilities 4,577 3,607
---------------------------------------- ------- -------- -------------------
Current liabilities
Interest-bearing loans
and borrowings 10 200 66
Lease liabilities** 8 193 4
Income tax payable 7 8
Trade and other payables 1,520 1,469
Contract liabilities
(funeral plans) 137 132
Provisions 62 82
Liabilities held for
sale 9 1,015 1,045
Reclaim Fund liabilities 70 73
Total current liabilities 3,204 2,879
---------------------------------------- ------- -------- -------------------
Total liabilities 7,781 6,486
---------------------------------------- ------- -------- -------------------
Equity
Members' share capital 73 73
Retained earnings 2,654 2,902
Other reserves 89 86
Total equity 2,816 3,061
---------------------------------------- ------- -------- -------------------
Total equity and liabilities 10,597 9,547
======================================== ======= ======== ===================
* For more details on the restatement, refer to the general
accounting policies section.
** The Group has initially applied IFRS 16 (Leases) at 6 January
2019 using the modified retrospective approach. Under this
approach, comparative information is not restated and the
cumulative impact of applying the new standard is recognised in
retained earnings at the date of initial application. For more
details on the impact of the IFRS 16 (Leases), refer to the general
accounting policies section. To further help the reader we've also
included additional tables in 'Our financial performance' section
showing 2019 results on both a reported basis (prepared under IFRS
16) and a like-for-like with 2018 (excluding IFRS 16)
Consolidated statement of changes in equity
for the period ended 4 January 2020
What does this show? Our statement of changes in equity shows
how our net assets have changed during the year.
Members' Retained Other Total
Share earnings reserves equity
capital
Notes GBPm GBPm GBPm GBPm
------- ------------------- ------------------- -------- --------- ---------- ---------- -----------
Balance at 5 January 2019 (restated*) 73 2,902 86 3,061
------------------------------------------------- -------- --------- ---------- ---------- -----------
Impact of adoption of IFRS 16 on
opening reserves as at 6 January
2019** - (286) - (286)
Tax impact of IFRS 16 on reserves
as at 6 January 2019 5 - 49 - 49
Balance at 6 January 2019 (after
impact of IFRS 16) 73 2,665 86 2,824
------------------------------------------------- -------- --------- ---------- ---------- -----------
Profit for the period - 69 - 69
------------------------------------------------- -------- --------- ---------- ---------- -----------
Other comprehensive income:
Remeasurement losses on employee
pension schemes 11 - (99) - (99)
Gains less losses on fair value
of insurance assets - - 8 8
Fair value gains on insurance assets
transferred to the income statement - - (2) (2)
Tax on items taken directly to other
comprehensive income 5 - 17 (1) 16
Total other comprehensive income - (82) 5 (77)
------------------------------------------------- -------- --------- ---------- ---------- -----------
Revaluation reserve recycled to
retained earnings - 2 (2) -
------------------------------------------------- -------- --------- ---------- ---------- -----------
Contributions by and distributions
to members: - - - -
------------------------------------------------- --------
Balance at 4 January 2020 73 2,654 89 2,816
For the 52 weeks ended 5 January Members'
2019 (restated*) share Retained Other Total
capital earnings reserves equity
Notes GBPm GBPm GBPm GBPm
======= =================== =================== ======== ========= ========== ========== ===========
Balance at 6 January 2018 73 2,886 101 3,060
================================================= ======== ========= ========== ========== ===========
Loss for the period (restated)* - (164) - (164)
------------------------------------------------- ======== ========= ========== ==========
Other comprehensive income:
Remeasurement gains on employee
pension schemes 11 - 178 - 178
Refinement of derecognition of pension
surplus attributable to The Co-operative
Bank 11 - 31 - 31
Gains less losses on fair value
of insurance assets - - (8) (8)
Fair value gains on insurance assets
transferred to the income statement - - (1) (1)
Tax on items taken directly to other
comprehensive income 5 - (36) 1 (35)
================================================= ======== ========= ========== ==========
Total other comprehensive income - 173 (8) 165
================================================= ======== ========= ========== ========== ===========
Revaluation reserve recycled to
retained earnings - 7 (7) -
-------- --------- ---------- ---------- -----------
Contributions by and distributions
to members: - - - -
-------------------------------------------------
Balance at 5 January 2019 (restated*) 73 2,902 86 3,061
================================================= ======== ========= ========== ========== ===========
* Details of the restatement are given in the General Accounting
Policies section of this report.
** The Group has initially applied IFRS 16 (Leases) at 6 January
2019 using the modified retrospective approach. Under this approach,
comparative information is not restated and the cumulative impact
of applying the new standard is recognised in retained earnings
at the date of initial application. For more details on the impact
of the IFRS 16 (Leases), refer to the general accounting policies
section. To further help the reader we've also included additional
tables in 'Our financial performance' section showing 2019 results
on both a reported basis (prepared under IFRS 16) and a like-for-like
with 2018 (excluding IFRS 16).
Consolidated statement of cash flows
for the period ended 4 January
2020
What does this show? Our statement of cash flow shows the
cash coming in and out during the year. It splits the cash
by type of activity - showing how we've generated our cash
then how we've spent it.
2018
2019 (restated*)
Notes GBPm GBPm
====================== ============= ========== ======= ====== ======== =================
Net cash from operating
activities 7 626 313
Cash flows from investing
activities
Purchase of property,
plant and equipment (352) (335)
Proceeds from sale of property,
plant and equipment 123 81
Purchase of intangible
assets (55) (50)
Acquisition of businesses, net
of cash acquired (32) (29)
Disposal of
businesses 15 -
Net cash used in investing
activities (301) (333)
------------------------------------- ------------------ ------ -------- -----------------
Cash flows from financing
activities
Interest paid on borrowings (86) (63)
Interest paid on lease liabilities
(2018: Interest paid on finance lease
liabilities)** (78) -
Interest received on
subleases** 4 -
Interest received on
deposits 1 1
Repayment of Corporate
investor shares 10 (2) (2)
Repayment of borrowings 10 (343) (34)
Proceeds from new borrowings 10 299 -
Settlement of interest
rate swaps 10 27 -
Payment of lease liabilities (2018:
Payment of finance lease liabilities)** (115) (5)
Net cash used in financing
activities (293) (103)
------------------------------------- ------------------ ------ -------- -----------------
Net increase / (decrease) in
cash and cash equivalents 32 (123)
Net cash and overdraft balances
transferred to held for sale 6 (2) 8
Cash and cash equivalents at
beginning of period 278 393
Cash and cash equivalents at
end of period 308 278
------------------------------------------------- ------- ------ -------- -----------------
Analysis of cash and
cash equivalents
Cash and cash equivalents (per
balance sheet) 308 278
------------------------------------------------- ------- ------ -------- -----------------
* For more details on the restatement, refer to the general
accounting policies section. Included in the above are cash
flows from discontinued operations. An analysis of these can
be found in note 6.
Group Net
Debt 2019 2018 (restated*)
Notes GBPm GBPm
====================== ============= ========== ======= ====== ======== =================
Interest-bearing loans
and borrowings:
- current (200) (66)
- non-current (803) (976)
===================================== ================== ====== ======== =================
Total Interest-bearing
loans and borrowings (1,003) (1,042)
------------------------------------- ------------------ ------ -------- -----------------
Lease liabilities:**
- current (193) (4)
- non-current (1,277) (28)
Total lease
liabilities (1,470) (32)
---------------------------------------------------------- ------ -------- -----------------
Total Debt (2,473) (1,074)
---------------------------------------------------------- ------ -------- -----------------
- Group cash 308 278
Group Net
Debt 10 (2,165) (796)
---------------------------------------------------------- ------ -------- -----------------
Add back fair value / amortised
cost adjustment 10 33 46
Group Net Debt (pre fair value / amortised
cost adjustment) 10 (2,132) (750)
========================================================== ====== ======== =================
Group Net Debt (interest bearing loans
and borrowings only) (695) (764)
========================================================== ====== ======== =================
Add back fair value / amortised
cost adjustment 10 33 46
Group Net Debt (interest bearing loans
and borrowings only and pre fair value
/ amortised cost adjustment) 10 (662) (718)
========================================================== ====== ======== =================
** The Group has initially applied IFRS 16 (Leases) at 6 January
2019 using the modified retrospective approach. Under this
approach, comparative information is not restated and the
cumulative impact of applying the new standard is recognised
in retained earnings at the date of initial application. For
more details on the impact of the IFRS 16 (Leases), refer
to the general accounting policies section. To further help
the reader we've also included additional tables in 'Our financial
performance' section showing 2019 results on both a reported
basis (prepared under IFRS 16) and a like-for-like with 2018
(excluding IFRS 16). See note 10 for a full reconciliation
of the movement in net debt.
Notes to the financial statements
1 Operating segments
What does this show? This note shows how our different businesses
have performed. This is how we report and monitor our performance
internally. These are the numbers that our Board reviews during the
year.
2019
----------------------------------------------------------------------------------------------------------------------
Revenue from **Underlying Operating Additions **Depreciation
external segment profit / to non-current and amortisation
customers operating (loss) assets (d,e)
(e) profit /
(loss) (a)
GBPm GBPm GBPm GBPm GBPm
=========================== =================== ================= ============ ================ =================
Food 7,505 283 274 342 (299)
Wholesale 1,423 (10) (39) 6 (10)
Funeral and Life
Planning 307 14 5 29 (33)
Other businesses
(c) 12 (8) (9) - -
Federal (f) 1,613 - - - -
Costs from supporting
functions - (110) (62) 30 (37)
Total 10,860 169 169 407 (379)
=========================== ======== ========= ======== ======= ==== ====== ====== ======== ==== ===========
2018 (restated*)
----------------------------------------------------------------------------------------------------------------------
Revenue from **Underlying Operating Additions **Depreciation
external segment profit / to non-current and amortisation
customers operating (loss) assets (d,e)
(e) profit /
(loss) (a)
GBPm GBPm GBPm GBPm
--------------------------- -------- --------- -------- ------- ---- ------ ------ -------- ---- -----------
Food 7,274 204 186 326 (214)
Wholesale 983 (21) (21) 2 (6)
Funeral and Life
Planning 317 25 19 41 (23)
Other businesses
(c) 56 (4) (12) - -
Federal (f) 1,532 - - - -
Costs from supporting
functions - (107) (82) 38 (28)
Total 10,162 97 90 407 (271)
--------------------------- ------------------- -------- ------- ---- ------ ---------------- -----------------
* For more details on the restatement, refer to the general accounting
policies section.
**The Group has applied IFRS 16 (Leases) at 6 January 2019 using the
modified retrospective approach. Under this approach, comparative
information is not restated and the cumulative impact of applying
the new standard is recognised in retained earnings at the date of
initial application. For more details on the impact of IFRS 16 (Leases),
refer to the general accounting policies section.
a) Underlying segment operating profit is a non-GAAP measure of segment
operating profit before the impact of property and business disposals
(including individual store impairments), the change in the value
of investment properties, our share of the profits or losses from
our associates and joint ventures, and one-off items.
b) Each segment earns its revenue and profits from the sale of goods
and provision of services, mainly from retail activities.
c) The Group identifies its operating segments based on its divisions,
which are organised according to the different products and services
it offers its customers. The operating segments (and the captions)
reported above are based on the periodic results reported into the
Chief Operating Decision Maker which is the Board and whether the
respective division's results meet the minimum reporting thresholds
set out in IFRS 8 (Operating Segments). The results of our Insurance
business have been classified as discontinued operations from 2018
following the announcement of the proposed sale of CISGIL and are
no longer shown in the tables above. See note 6 (Loss on discontinued
operations, net of tax) for further details. The 'Other businesses'
segment includes activities which are not reportable per IFRS 8. 'Other
businesses' is mainly Co-op Electrical which ceased trading in the
second quarter of 2019. Our Financial Services entities which are
mainly holding and support companies, and Reclaim Fund Limited are
included within costs from supporting functions.
1 Operating segments
d) Additions to non-current assets are shown on a cash flow basis.
e) The Group's external revenue and non-current assets arise primarily
within the United Kingdom. The Group does not have a major customer
who accounts for 10% or more of revenue. There are no material
transactions between the main operating segments.
f) Federal relates to the activities of a joint buying group that
is operated by the Group for itself and other independent co-operative
societies. The Group acts as a wholesaler to the other independent
co-operatives and generates sales from this. This is run on a
cost recovery basis and therefore no profit is derived from its
activities.
g) Transactions between operating segments excluded in the analysis
are GBPnil (2018: GBP3m) sales of electrical goods by Co-op Electrical
to Food and GBP1m (2018: GBP1m) sales of legal cover on insurance
policies by Funeral and Life Planning to Insurance.
h) A reconciliation between underlying segment operating profit
and operating profit is as follows:
2019 Costs
Funeral from
and Life Other supporting
Food Wholesale Planning businesses functions Total
GBPm GBPm GBPm GBPm GBPm GBPm
------------------------- ------ ----- ---------- ---------- ------------ ------------ -------
Underlying segment
operating profit /(loss) 283 (10) 14 (8) (110) 169
One-off items - (29) - - 24 (5)
Property, business
disposals and closures (9) - (9) (1) (3) (22)
Change in value of
investment properties - - - - 27 27
Operating profit
/ (loss) 274 (39) 5 (9) (62) 169
--------------------------------- ----- ---------- ---------- ------------ ------------ -------
One-off items totalling GBP5m charge (2018: GBP9m gain) comprises
an GBP11m gain following a reduction in the contingent consideration
payable that was originally recognised as part of the Nisa acquisition
and a further GBP13m gain in relation to a reduction in the expected
costs required to achieve final IT separation from the Co-op Bank
off-set by a GBP29m impairment charge to reduce the carrying value
of the intangible assets (customer relationships) recognised on
the Nisa acquisition. Prior period figures included GBP11m of
pension items (net credit) less GBP2m of other non-trading costs.
2018 (restated*) Costs
Funeral from
and Life Other supporting
Food Wholesale Planning businesses functions Total
GBPm GBPm GBPm GBPm GBPm GBPm
------------------------- ------ ----- ---------- ---------- ------------ ------------ -------
Underlying segment
operating profit /(loss) 204 (21) 25 (4) (107) 97
One-off items - - - - 9 9
Property, business
disposals and closures (18) - (6) (8) (22) (54)
Change in value of
investment properties - - - - 38 38
Operating profit
/ (loss) 186 (21) 19 (12) (82) 90
--------------------------------- ----- ---------- ---------- ------------ ------------ -------
* For more details on the restatement, refer to
the general accounting policies section.
1 Operating segments
i) A reconciliation between underlying segment operating
profit and profit before tax is provided below:
2019 2018
(restated*)
Notes GBPm GBPm
--------------------------------------------------- ------ ------ ----- -------------
Underlying segment operating profit** 169 97
Underlying loan interest payable 4 (64) (64)
Underlying net interest expense on lease
liabilities** 3, 4 (74) -
----------------------------------------------------- ------ ------ -------------
Underlying profit before tax 31 33
------------------------------------------------------ ------ ------ ----- -------------
One-off items 1 (5) 9
Loss on property, business disposals and
closures (see table below) 1 (22) (54)
Change in value of investment properties 27 38
Finance income (excluding any lease interest
shown net above) 3 57 78
Other non-cash finance costs 4 (21) (21)
Profit before tax 67 83
------------------------------------------------------ ------ ------ ----- -------------
* For more details on the restatement, refer to
the general accounting policies section.
** The Group has applied IFRS 16 (Leases) at 6 January 2019 using the
modified retrospective approach. Under this approach, comparative information
is not restated and the cumulative impact of applying the new standard
is recognised in retained earnings at the date of initial application.
For more details on the impact of IFRS 16 (Leases), refer to the general
accounting policies section.
Loss from property, business disposals 2019 2018
and closures
GBPm GBPm GBPm GBPm
--------------------------------------------------- ------ ------ ----- -------------
Disposals, closures and onerous contracts
- proceeds 123 77
- less net book value written off (94) (77)
- provisions recognised (7) (42)
------------------------------------------------------ ------ ------ ----- -------------
22 (42)
Impairment of property, plant and equipment,
right-of-use assets and goodwill ** (44) (12)
------------------------------------------------------ ------ ------ ----- -------------
Loss on disposal (22) (54)
------------------------------------------------------ ------ ------ ----- -------------
On 15 November 2019 the Group sold 100% of the share capital of Funeralcare
Northern Ireland Limited. The consideration received on the date of completion
was GBP13m. Included within the total above is a GBP7m profit in relation
to this sale.
Impairment charges are split GBP19m (Food), GBP15m (Funeral and Life
Planning) and GBP10m (Costs from supporting functions).
2 Supplier income
What does this show? Sometimes our suppliers give us money back based
on the amount of their products we buy and sell. This note shows the
different types of income we've received from our suppliers based
on the contracts we have in place with them. This income is taken
off operating expenses in the income statement.
2019 2018
Supplier income (restated*)
GBPm GBPm
------------------------------------------------- ------- ----------------
Food - Long-term agreements 139 142
Food - Bonus income 148 142
Food - Promotional income 330 325
---------------------------------------------------- ----------------
Total Food supplier income 617 609
---------------------------------------------------- ------- ----------------
Wholesale supplier income** 130 37
Total supplier income 747 646
---------------------------------------------------- ------- ----------------
Percentage of Food's Cost of Sales % %
before deducting Supplier income
------------------------------------------------- ------- ----------------
Long-term agreements 2.4% 2.5%
Bonus income 2.5% 2.5%
Promotional income 5.8% 5.7%
Total Food supplier income percentage 10.7% 10.7%
---------------------------------------------------- ------- ----------------
Wholesale supplier income percentage 10.3% 4.2%
---------------------------------------------------- ------- ----------------
* For more details on the restatement, refer to the general accounting
policies section.
** Supplier income in Wholesale relates to Nisa following acquisition
on 8 May 2018, so does not reflect a full year in 2018.
3 Finance income
What does this show? Finance income arises from the interest earned
on our pension scheme, interest earned on monies held on deposit
and the interest income earned on our subleases. We also include
the movement in the fair value of some elements of our debt and
our interest rate swap positions (which are used to manage risks
from interest rate movements) if these are gains. If they are losses,
they are included in Finance costs (see note 4).
2019 2018
GBPm GBPm
------------------------------------------------------------ ------- ------
Net pension finance income 57 41
Fair value movement on quoted Group
debt (see note 10) - 37
Underlying interest income from finance
lease receivables* 4 -
Fair value gains on funeral plan investments
** - -
------------------------------------------------------------
Total finance income 61 78
--------------------------------------------------------------- ------- ------
* The Group has applied IFRS 16 (Leases) at 6 January 2019 using
the modified retrospective approach. Under this approach, comparative
information is not restated and the cumulative impact of applying
the new standard is recognised in retained earnings at the date
of initial application. For more details on the impact of IFRS
16 (Leases), refer to the general accounting policies section.
** Fair value gains of GBP11m (2018: GBP92m) received in the year
on funeral plan investments are treated as deferred income and
reflected in the consolidated balance sheet as an increase in contract
liabilities until the funeral is performed at which point the revenue
is recognised.
4 Finance costs
What does this show? Our main finance costs are the interest that
we've paid during the year on the bank borrowings (that help fund
the business) and the interest payments we incur on our lease liabilities.
We also include the movement in the fair value of some elements
of our debt and our interest rate swap positions (which are used
to manage risks from interest rate movements) if these are losses.
If they are gains, they are included in Finance income (see note
3). Other finance costs also include the non-cash charge we incur
each year on long-term provisions as the payout moves one year
closer (the discount unwind) and the impact of unwinding the discounted
lease liability.
2019 2018
GBPm GBPm
------------------------------------------------------------ ---------- -------
Loans repayable within five years (30) (28)
Loans repayable wholly or in part
after five years (34) (36)
Underlying loan interest payable (64) (64)
--------------------------------------------------------------- ---------- -------
Underlying interest expense on lease (78) -
liabilities*
Total underlying interest expense* (142) (64)
----------
Fair value movement on quoted Group (7) -
debt (see note 10)
Fair value movement on interest rate
swaps (1) (11)
Non-underlying finance interest (13) (10)
Other finance costs (21) (21)
--------------------------------------------------------------- ---------- -------
Total finance costs (163) (85)
--------------------------------------------------------------- ---------- -------
* The Group has applied IFRS 16 (Leases) at 6 January 2019 using
the modified retrospective approach. Under this approach, comparative
information is not restated and the cumulative impact of applying
the new standard is recognised in retained earnings at the date
of initial application. For more details on the impact of IFRS
16 (Leases), refer to the general accounting policies section.
Non-underlying finance interest includes the impact of discount
unwind on payables and provisions.
Total interest expense on financial liabilities that are not at
fair value through the income statement was GBP49m (2018: GBP38m).
5 Taxation
What does this show? Our tax charge is made up of current and deferred
tax - this note explains how those items arise. Additional explanatory
footnotes are included to explain the key items. We were re-accredited
with the Fair Tax Mark during 2019 and the additional disclosures
we provide are in line with best practice guidance.
2019 2018
(restated*)
Footnote GBPm GBPm
-------------------------------------------------- ---------- ----- ------------
Current tax charge - current period (i) (7) (5)
Current tax credit - adjustment to group
relief payable owed to The Co-operative Bank (ii) - 4
Current tax credit / (charge) - adjustment
in respect of prior periods (iii) 1 2
Net current tax (charge) / credit (6) 1
----------------------------------------------------------------- ----- ------------
Deferred tax charge - current period (iv) (24) (24)
Deferred tax credit - adjustments
in respect of prior periods (v) 48 6
Net deferred tax credit / (charge) 24 (18)
----------------------------------------------------------------- ----- ------------
Total tax credit / (charge) - in respect
of continuing operations 18 (17)
--------------------------------------------------- ---------- ----- ------------
The tax on the Group's net profit before tax differs from the theoretical
amount that would arise using the standard applicable rate of corporation
tax of 19% (2018: 19%) as follows:
--------------------------------------------------------------------------------------
2019 2018
(restated*)
Footnote GBPm GBPm
-------------------------------------------------- ---------- ----- ------------
Profit before tax from continuing
operations 67 83
Loss before tax from discontinued
operation (23) (236)
Total profit / (loss) before tax 44 (153)
----------------------------------------------------------------- ----- ------------
Tax (charge) / credit at 19% (2018:
19%) (8) 29
Deferred tax reconciliation: (iv)
Expenses not deductible for tax (including
one-off costs) (vi) (5) (4)
Depreciation and amortisation on non-qualifying
assets (vii) (8) (3)
Non-taxable profits / (losses) arising
on business disposals (viii) 1 (39)
Associated company profits (ix) - -
Capital gains arising on property
disposals (x) (5) (4)
Adjustment in respect of previous
periods (v) 48 6
Restatement of deferred tax to blended
rate (2018:17.1%) (xi) 1 (2)
Subtotal of deferred tax reconciling
items 32 (46)
----------------------------------------------------------------- ----- ------------
Current tax reconciliation:
Adjustment in respect of previous
periods (iii) 1 2
Adjustment to group relief payable (ii) - 4
Subtotal of current tax reconciling
items 1 6
----------------------------------------------------------------- ----- ------------
Tax credit / (charge) at the effective
rate of -58% (2018: -7%) 25 (11)
--------------------------------------------------- ---------- ----- ------------
Tax credit reported in the income
statement 18 (17)
Tax credit attributable to a discontinued
operation 7 6
Total tax credit / (charge) 25 (11)
----------------------------------------------------------------- ----- ------------
* For more details on the restatement, refer to
the general accounting policies section.
The net tax credit of GBP25m on a profit before tax of GBP44m gives
an effective tax rate of -58%, which is -77% lower than the standard
rate of 19%. The effective tax rate is negative as normally a profit
before tax would lead to a tax charge rather than a tax credit. The
main reason for this difference is the adjustment of deferred tax
from previous years, being a credit of GBP48m, see footnote (v) for
more detail.
Tax expense on items taken directly to consolidated statement of
comprehensive income or consolidated statement of changes in equity
2019 2018
GBPm GBPm
-------------------------------------------------- ---------- ----- ------------
Actuarial gains and losses on employee
pension scheme 17 (36)
Insurance assets held at fair value
through other comprehensive income (1) 1
16 (35)
------------------------------------------------------------- ----- ------------
Of the tax taken directly to the consolidated statement of comprehensive
income, GBP17m credit (2018: GBP36m charge) arises on the actuarial
movement on employee pension schemes. There is also a GBP1m charge
representing the movement in deferred taxation on insurance assets
held at fair value through other comprehensive income (2018: GBP1m
credit).
In 2019 a further GBP49m credit was recognised in the consolidated
statement of changes in equity. This arises from the impact of the
adoption of IFRS 16 on leased assets and Right of Use Assets. In
2018 a further GBP10m charge was recognised in the consolidated statement
of changes in equity arising from the impact of the adoption of IFRS
9 on liabilities. This is reflected in the GBP2,886m balance of retained
earnings at 6 January 2018 as disclosed in the consolidated statement
of changes in equity.
5 Taxation
The Finance Act 2016 was to reduce the main rate of corporation tax
to 17% from 1 April 2020. Following the Budget, on 11 March 2020,
the Chancellor has enacted with effect from 16 March 2020 that the
previous enacted rate reduction will be revoked. Under IFRS it is
the rate(s) actually enacted at the balance sheet date that determine
the amount of deferred tax to be recognised. Accordingly, each deferred
tax balance has been measured individually based on the enacted tax
rate(s), as at 4 January 2020, at which the deferred tax was expected
to unwind in the future (either 19% or 17%). This results in a blended
deferred tax rate of 17.0% (2018: 17.1%) at the balance sheet date.
However, for subsequent reporting the Co-op will use the newly enacted
19% rate throughout for determining the amount of deferred tax to
be recognised. If this 19% rate had been applied instead of the previously
enacted rate(s) the impact on the balance sheet would have been to
restate all deferred tax to 19% meaning the net liability would increase
by the GBP17m.
Tax policy
We publish our tax policy on our website (https://www.co-operative.coop/ethics/tax-policy)
and we have complied with the commitments set out in that policy.
Footnotes to taxation
note 8:
i) The Group is not tax-paying in the UK in respect of 2019 due to
the fact it has a number of brought forward capital allowances (GBP272m
gross claimed in 2019) and tax losses (GBP5m gross utilised in 2019)
that are in excess of its taxable profit for the period. The current
tax charge of GBP7m is matched by GBP7m credit within discontinued
tax and represent the payment for losses surrenderable by the discontinued
companies to the rest of the Group. It should be noted our Isle of
Man resident subsidiary, Manx Co-operative Society, a convenience
retailing business in the Isle of Man showed a one-off loss in 2019,
so had no current tax liability (2018: GBP218k). The loss arose due
to the invoicing of past services provided by Co-operative Group
Food Ltd to The Manx Co-operative Society Ltd which were never invoiced.
This is the Group's only non-UK resident entity for tax purposes,
which employs 261 out of our total Group headcount figure. All other
colleagues are employed in the UK. The unaudited 2019 revenue of
Manx Co-operative Society is GBP36m and all other revenue reflected
in the consolidated income statement is generated by UK trading activities.
Other than the loss arising in Manx Co-operative Society all other
income in the consolidated income statement is generated by UK trading
activities. The unaudited net assets of Manx Co-operative Society
at 6 January 2020 were GBP11m, compared to net assets of the consolidated
Group of GBP2,835m. The Manx assets represent the only overseas assets
within the Group. A full copy of the most recent accounts is available
here https://www.co-operative.coop/investors/rules. The presence
of this IOM resident subsidiary has not resulted in any additional
tax charge in 2019 due to the one-off loss. If these activities had
been carried out in the UK, these losses would have reduced the Group's
taxable profit prior to the availability of capital allowances and
tax losses. In addition the Group has one company registered in the
Cayman Islands, Violet S Propco Limited. This dormant company is
UK resident for tax purposes as it is managed and controlled entirely
within the UK. All tax obligations in respect of this company are
therefore reported in the UK.
ii) The Group holds a creditor balance in relation to group relief
claimed from The Co-operative Bank ('the Bank'). Group relief is
the surrender of tax losses made by one group company to another
which made taxable profits. In 2012 and 2013, the Bank had tax losses
that it was able to surrender to a number of Group companies which
had taxable profits during those two years. This group relief payable
is linked to and held at prevailing tax rates. The timing of the
total group relief payable has not changed so as to impact the tax
rate used to determine this liability. If the changes, as noted above,
resulting from the 2020 Budget had been enacted at the balance sheet
date the impact would have been to restate this entire creditor balance
to 19% meaning the creditor balance would increase by GBP15m.
iii) The current tax credit of GBP1m represents tax recoverable from
a loss carry-back in one of our entities in 2018. As we did not have
a debtor for this amount it creates a credit this year.
iv) Deferred tax is an accounting concept that reflects how some
income and expenses can affect the tax charge in different periods
to when they are reflected for accounting purposes. These differences
are a result of tax legislation. The current year charge primarily
relates to deferred tax arising on movements on our pension assets
and fixed assets. As the Group is not tax-paying in respect of 2018,
the reconciling items between the tax credit at the standard rate
and the actual tax charge mostly affect deferred tax as they will
result in us having more capital allowances or losses to offset against
future profits.
v) The GBP48m credit for adjustment to deferred tax in respect of
previous periods, is primarily due to the review of the method used
to determine the temporary differences arising in respect of accelerated
tax depreciation on fixed assets and has resulted in a revised estimation
technique as noted in the 2019 interim statements. This review has
now been concluded with a cumulative impact of GBP43m (HY 2019 GBP31m)
credit to the income statement. This creates a debit on the balance
sheet within deferred tax on fixed assets and will be released to
the income statement in the current and future years in line with
the revised method and so represents a timing impact only. In addition,
a net GBP5m tax adjustment to tax charges in earlier years arises
because the tax charge in the financial statements is an estimate
that is prepared before the detailed tax calculations are required
to be submitted to HMRC, which is 12 months after the year end. Also,
HMRC may not agree with a tax return some time after the year end
and a liability for a prior period may arise as a result. Our position
on the level of uncertain tax positions has remained constant during
the year, as small reductions for increased certainty gained through
correspondence with HMRC during 2019, equalled new provisions for
uncertain tax position arising during 2019. It should be noted that
the introduction of IFRIC 23 with effect from 1 January 2019 on uncertain
tax provisions has not impacted the quantum of our provisions.
vi) Some expenses incurred by the Group may be entirely appropriate
charges for inclusion in its financial statements but are not allowed
as a deduction against taxable income when calculating the Group's
tax liability. Examples of this include some repairs, entertaining
costs and legal costs.
vii) The accounting treatment of depreciation differs from the tax
treatment. For accounting purposes an annual rate of depreciation
is applied to capital assets. For tax purposes the Group is entitled
to claim capital allowances, a relief provided by law. Some assets
do not qualify for capital allowances and no relief is available
for tax purposes on these assets. This value represents depreciation
arising on such assets (primarily Land and Buildings).
viii) In 2019 the Group disposed of its shareholdings in Funeral
Services Northern Island Limited. No tax arose on the accounting
profit due to the availability of the Substantial Shareholding Exemption.
This is a legislative exemption from capital gains for corporate
entities who sell more than 10% of their shares in a trading entity.
In 2018, re-measurement adjustments have been recognised in arriving
at the fair value of our insurance underwriting business following
the decision to sell the business. We are not permitted to deduct
the re-measurement adjustments when calculating our profits for tax
purposes. Further information is provided about the re-measurement
in note 6 (Loss on discontinued operations, net of tax).
ix) This represents the share of post-tax profits from associated
companies that are not included in the Group's tax charge, as tax
is already included in the accounts of the associate. The amounts
are below GBP1m so are disclosed as GBPnil.
x) During the year a number of properties were sold, where the taxable
profit is in excess of the accounting profit.
xi) It is a requirement to measure deferred tax balances at the substantively
enacted corporation tax rate at which they are expected to unwind.
This figure represents the change in the tax rate at which these
deferred tax balances are expected to unwind.
6 Loss on discontinued operation, net
of tax
What does this show? We classify any of our business segments
as discontinued operations if they have been disposed of during
the year or if they are held for sale at the balance sheet date
(which means they are most likely to be sold within a year).
This note shows the operating result for these segments as well
as the profit or loss on disposal.
Discontinued operation - Insurance
Co-op Insurance has been classified as a discontinued operation
in both 2018 and 2019 as the sale of the business was highly
probable at each reporting date. The assets and liabilities
have been remeasured at fair value less costs to sell and are
shown separately in the balance sheet. The result for Co-op
Insurance is shown in a separate line at the bottom of the consolidated
income statement under Discontinued Operation and includes the
charge resulting from remeasuring the assets and liabilities
of the business to fair value less costs to sell.
On 18 January 2019, the Co-op announced it had exchanged contracts
for the sale of CISGIL to Markerstudy. The deal involved a 13
year distribution agreement with Markerstudy to distribute motor
and home insurance products. Co-op continues to pursue regulatory
approval for the sale of CISGIL, which is expected to occur
in 2020. After the sale the Group will be focussed on marketing
and distributing insurance products instead of underwriting
them and the performance will be reported as a separate operating
segment in 2020. Changes to the transaction structure are anticipated
but this will not change the substance of the transaction or
the disposal accounting. Of the GBP185m of income expected from
a deal, GBP101m will be allocated against assets and liabilities
of the disposal group and included in arriving at the remeasurement
charge of GBP181m. The remaining GBP84m will be included as
deferred income because the Co-op group will be being remunerated
for future services. Post sale the Co-op group will provide
marketing and distribution services to CISGIL and Markerstudy.
The calculation of assets held for sale includes incremental
costs to sell and the estimate of the migration and other costs
that may be incurred in a transitional period after selling
the business (providing regulatory approval is obtained).
Results of discontinued operation
- Insurance 2019 2018
GBPm GBPm
------------------------ --------------- ----------- ---------- ---------------- ------------------
Revenue 315 323
Operating expenses (423) (410)
Other income 68 67
Remeasurement adjustments recognised
in arriving at fair value less costs
to sell 26 (207)
---------------------------------------------------------- ---------- ------------------
Operating loss from discontinued
operation (14) (227)
--------------------------------------------- ----------- ---------- ---------------- ------------------
Finance
costs (9) (9)
Loss before tax from results of discontinued
operation (23) (236)
---------------------------------------------------------- ---------- ---------------- ------------------
Tax - relating to the pre-tax
loss on discontinued operation 7 6
Loss for the period from discontinued
operation (16) (230)
--------------------------------------------- ----------- ---------- ---------------- ------------------
Relevant accounting policies covering the results of discontinued
operations can be found in the 2017 Annual Report: Revenue (note
2), Operating expenses (note 3), Other income (note 5) and Finance
costs (note 7).
Segmental analysis - Insurance
---------------------------------------------------------------------- ---------------- ------------------
Revenue Underlying Operating Additions Depreciation
from external segment loss to non-current and amortisation
customers operating assets
loss
GBPm GBPm GBPm GBPm GBPm
52 weeks ended 4 January
2020 315 (10) (14) 56 (58)
--------------------------- --------------- ----------- ---------- ---------------- ------------------
52 weeks ended 5 January
2019 323 (1) (227) 60 (61)
--------------------------- --------------- ----------- ---------- ---------------- ------------------
Notes to the financial statements
6 Loss on discontinued operations, net
of tax
Co-op Insurance has been classified as a disposal group that is held
for sale at the balance sheet date. The assets and liabilities of Insurance
are recorded at fair value less costs to sell. Any remeasurements that
have been identified have been attributed to relevant assets and liabilities
(as shown in the table below) in accordance with IFRS 5.
2019 2018
Disposal group at fair
value less costs to sell GBPm GBPm
---------------------------------------------- ------- --------- ----------- --------- -----------
Non-current assets
Other investments
(Insurance assets) 438 449
Reinsurance
assets 36 34
Current assets
Trade and other receivables 207 206
Other investments
(Insurance assets) 374 382
Reinsurance
assets 25 20
Current tax
assets 7 8
Total Insurance assets classified
as held for sale 1,087 1,099
------------------------------------------------------- --------------------- --------- -----------
Non-current liabilities
Interest-bearing loans
and borrowings 69 68
Lease liabilities 1
Insurance contract
liabilities 281 362
Deferred
tax liabilities 4 3
Current liabilities
Insurance contract liabilities 458 373
Other payables and
provisions 196 229
Overdrafts 6 8
Total Insurance liabilities classified
as held for sale 1,015 1,043
------------------------------------------------------- --------------------- --------- -----------
Net assets of disposal group classified
as held for sale 72 56
======================================================= ===================== --------- -----------
IFRS 5 exempts certain assets and liabilities from the requirement for
re-measurement and this includes the Insurance assets noted in the table
above in Other investments. The intangible assets in scope of IFRS 5
have been remeasured to fair value and IFRS 9 expected losses provisioning
has been applied to trade receivables. The remaining re-measurement adjustment
of GBP152m that is required to write down the disposal group to its overall
fair value less costs to sell has been reflected as a provision in the
other payables and provisions line. The closing carrying value of the
net assets of the disposal group is therefore recorded at fair value
less costs to sell of GBP72m in the above table. This GBP72m fair value
is comprised of GBP117m of expected sales proceeds from the sale of Co-op
insurance less costs to sell of GBP43m and the impact on discounting
deferred consideration of GBP2m. The costs to sell of GBP43m include
legal and professional costs and necessary IT migration costs. There
has also been GBP15m of costs incurred during 2019, the majority of which
is legal and professional costs, as well as IT migration costs.
The table below shows a summary of the cash flows of discontinued operations:
-------------------------------------------------------------------------------------------------------
2019 2018
GBPm GBPm
----------------------- -------- ----------- ------- --------- ----------- --------- -----------
Cash flows (used in) / from discontinued
operations:
Net cash used in
operating activities (24) (6)
Net cash used in
financing activities (8) (8)
Net cash (used in) / from discontinued
operations (32) (14)
------------------------------------------------------- --------------------- --------- -----------
Cash flows from investing activities were not significant
for the discontinued operation in 2019 or 2018.
Notes to the financial statements
7 Reconciliation of operating profit to net cash flow from operating
activities
What does this show? This note shows how we adjust our operating
profit, as reported in the income statement, to get to the net cash
from operating activities which is the starting position in the cash
flow statement. Non-cash items are added back to or subtracted from
the operating profit figure to show how much cash is generated from
our operating activities.
2019 2018
(restated*)
GBPm GBPm
------------------------------------------------------ ----- ------------
Operating profit (note
1) 169 90
Depreciation and amortisation charges (excluding
deferred acquisition costs) 379 271
Non-current asset impairments 73 12
(Profit) / loss on closure and disposal
of businesses and non-current assets (22) 40
Change in value of investment
properties (27) (38)
Non-cash gain in relation
to past service pension costs - (11)
Retirement benefit obligations (46) (46)
Increase in inventories (7) (13)
Increase in receivables (14) (189)
Increase in contract assets
(funeral plans) (7) (7)
Increase in contract liabilities
(funeral plans) 87 206
Increase in payables and
provisions 67 4
Net cash flow from operating activities before net
cash operating inflow from discontinued activities 652 319
------------------------------------------------------------- ----- ------------
Operating loss from discontinued
activities (14) (230)
Impairment of assets held
for sale (26) 207
Fair value through income
statement movement (1) 51
Fair value through other comprehensive
income movement 23 (12)
Movement in deferred acquisition
costs 2 1
Reinsurance assets (9) 5
Insurance and other receivables 3
Insurance and participation
contract provisions 5 (17)
Insurance and other payables (9) (11)
Net cash flow from operating activities relating
to discontinued operations (26) (6)
------------------------------------------------------------ ----- ------------
Net cash flow from operating
activities 626 313
-------------------------------------------------------- ----- ------------
*For more details on the restatement, refer to the
general accounting policies section.
Notes to the financial statements
8 Leases
What does this show? This note shows the value of our leased assets and the corresponding
value of our lease liabilities that have been brought onto our Balance sheet in 2019 as a
result of the new IFRS 16 'Leases' accounting standard. Prior to the adoption of IFRS 16,
leases were classified as either operating leases or finance leases, with only finance leases
being included on our Balance sheet. We have adopted the new standard from 6th January 2019
and the methodology we have opted to transition to IFRS 16 has meant that we have not restated
our comparatives. As a result, the disclosures on our leased assets and liabilities below
do not include comparatives.
A. As a lessee
Right-of-use assets
Property Plant and equipment Total
GBPm GBPm GBPm
--------------------------------------------------- ------------- -------------------- --------
Assets held under finance leases (previously
recognised) - 33 33
On adoption of IFRS 16 1,011 12 1,023
Balance at 6th January 2019 1,011 45 1,056
---------------------------------------------------- ------------- -------------------- --------
Depreciation charge for the year (98) (12) (110)
Additions 100 33 133
Disposals (9) - (9)
Impairment (25) - (25)
Balance at 4th January 2020 979 66 1,045
---------------------------------------------------- ------------- -------------------- --------
The Group leases many assets, principally it leases properties for its food retail stores
and funeral branches as well as some vehicles and other equipment. The leases of retail stores
are typically between 1 and 20 years in length, and leases of funeral branches are typically
between 1 and 8 years in length. Vehicle and equipment leases are typically between 1 and
4 years in length and in some cases the Group has options to purchase the assets at the end
of the contract term.
Lease liabilities
2019
GBPm
Current (193)
Non-current (1,277)
Lease liabilities included in the statement of financial position at 4
January 2020 (1,470)
--------
Total
GBPm
--------------------------------------------------- ------------- -------------------- --------
Finance lease liability (previously recognised) (32)
Additional lease liabilities on adoption of IFRS 16 (1,450)
Lease liabilities as at 6 January 2019 (1,482)
--------
Additions (145)
Disposals 42
Interest expense (78)
Payments 193
Lease liabilities as at 4th January 2020 (1,470)
--------
The Group recognised rent expense from short-term leases of GBP1m for
the period ended 4 January
2020.
Extension and termination options
Some leases of retail stores contain extension or termination options exercisable by the Group
up to one year before the end of the non-cancellable contract period. Where practicable, the
Group seeks to include extension and termination options in new leases to provide operational
flexibility. The extension and termination options held are typically exercisable only by
the Group and not by the lessors.
The Group assesses at lease commencement whether it is reasonably certain to exercise the
extension or termination options. The Group reassesses whether it is reasonably certain to
exercise the options if there is a significant event or significant change in circumstances
within its control.
As at 4 January 2020, potential future cash outflows of GBP124m (discounted) have not been
included in the lease liability because it is not reasonably certain that the Group will exercise
the extension option. Included within the lease liability are future cash outflows of GBP135m
(discounted) where the group holds termination options but it is not reasonably certain to
execute those termination options.
* The Group has initially applied IFRS 16 (Leases) at 6 January 2019 using the modified retrospective
approach. Under this approach, comparative information is not restated and the cumulative
impact of applying the new standard is recognised in retained earnings at the date of initial
application. For more details on the impact of IFRS 16 (Leases), refer to the general accounting
policies section.
8 Leases
Sale and leaseback
During the year the Group completed sale and leaseback transactions
on some of its freehold buildings used within food retail and our
funerals business. Aggregate consideration of GBP30m was received,
a net lease liability of GBP7m was recognised and net book value of
GBP19m disposed creating a profit on disposal of GBP4m.
B. As a lessor
Lease income from lease contracts in which
the Group acts as a lessor is as below:
2019
GBPm
-------
Operating lease (i)
Lease income 9
-------
Finance lease (ii)
Finance income on the net investment
in the lease 4
-------
i. Operating lease
The Group leases out its investment property. The Group classifies
these leases as operating leases, because they do not transfer substantially
all of the risks and rewards incidental to the ownership of the assets.
The following table sets out a maturity analysis of lease payments,
showing the undiscounted lease payments to be received after the reporting
date.
2019
GBPm
-------
Less than one year 8
One to five years 21
More than five years 77
Total undiscounted lease payments receivable 106
-------
ii. Finance lease
The Group also sub-leases some of its non-occupied leased properties.
The Group classifies the sub-lease as a finance lease, where the period
of the sublease is for substantially the remaining term of the head
lease.
The following table sets out a maturity analysis of lease receivables,
showing the undiscounted lease payments to be received after the reporting
date.
2019
GBPm
-------
Less than one year 12
One to five years 36
More than five years 38
Total undiscounted lease payments receivable 86
-------
Less: Unearned finance income (24)
Present value of minimum lease payments
receivable 62
-------
Impairment loss allowance (11)
Finance lease receivable (net of impairment
allowance) 51
-------
Impairment of finance lease receivable
The Group estimates the loss allowance on finance lease receivables
at an amount equal to lifetime expected credit losses. The lifetime
expected credit losses are estimated based upon historical defaults
on subleases, the credit quality of current tenants and forward looking
factors.
* The Group has initially applied IFRS 16 (Leases) at 6 January 2019
using the modified retrospective approach. Under this approach, comparative
information is not restated and the cumulative impact of applying
the new standard is recognised in retained earnings at the date of
initial application. For more details on the impact of IFRS 16 (Leases),
refer to the general accounting policies section.
Notes to the financial statements
9 Assets and liabilities held for sale
What does this show? This shows the value of any assets or liabilities
that we hold for sale at the period end (these generally relate to
properties or businesses that we plan to sell soon). When this is
the case, our balance sheet shows those assets and liabilities separately
as held for sale.
2019 2018 2019 2018
GBPm GBPm GBPm GBPm
Assets held Liabilities
for sale held for sale
(a) Discontinued operation
- Insurance (see note 6) 1,087 1,099 1,015 1,043
(b) Other assets and liabilities
held for sale (see below) 3 14 - 2
Total 1,090 1,113 1,015 1,045
(a) Discontinued operation
- Insurance
Co-op Insurance has been classified as a discontinued operation from
2018 as the sale of the business was highly probable at the 2018 and
2019 year end dates. The assets and liabilities have been remeasured
at fair value less costs to sell and are shown separately in the balance
sheet. Further detail is given in note 6 (Loss on discontinued operations,
net of tax) including a line-by-line balance sheet detailing the impact
of the remeasurement adjustments to fair value less costs to sell
and the carrying value of all insurance assets and liabilities held
for sale.
2019 2018 2019 2018
GBPm GBPm GBPm GBPm
(b) Other assets and liabilities Assets held Liabilities
classified as held for sale for sale held for sale
Investment
property - 9 - 2
Property, plant and
equipment 3 5 - -
3 14 - 2
10 Interest-bearing loans and borrowings
What does this show? This note provides information about the
terms of our interest-bearing loans. This includes information
about their value, interest rate and repayment terms and timings.
Details are also given about other borrowings and funding arrangements
such as corporate investor shares and leases. All items are split
between those that are due to be repaid within one year (current)
and those which won't fall due until after more than one year
(non-current).
Non-current liabilities: 2019 2018
GBPm GBPm
GBP11m (2018: GBP285m) 6.875% Eurobond
Notes due 2020 (fair value)* - 296
GBP165m 6.875% Eurobond Notes due 2020
(amortised cost) - 169
GBP105m 7.5% Eurobond Notes due 2026
(fair value) 121 115
GBP245m 7.5% Eurobond Notes due 2026
(amortised cost) 261 264
GBP300m 5.125% Sustainability Bond due
2024 (amortised cost)* 299 -
GBP109m 11% Final repayment subordinated
notes due 2025 109 109
GBP20m Instalment repayment notes (final
payment 2025) 13 14
GBP10m 2.57% Nisa bank term loan (facility
expires 2021) - 9
Total (excluding lease liabilities) 803 976
Lease liabilities (2018: Finance lease
liabilities)** 1,277 28
Total Group interest-bearing loans and
borrowings 2,080 1,004
Current liabilities: 2019 2018
GBPm GBPm
GBP11m 6.875% Eurobond Notes due 2020
(fair value)* 11 -
GBP165m 6.875% Eurobond Notes due 2020
(amortised cost) 167 -
GBP165m 6.875% Eurobond Notes due 2020
(amortised cost) - interest accrued 5 5
GBP245m 7.5% Eurobond Notes due 2026 (amortised
cost) - interest accrued 9 8
GBP300m 5.125% Sustainability Bond due
2024 (amortised cost) - interest accrued 2 -
GBP20m Instalment repayment notes (final
payment 2025) 1 1
GBP110m Nisa asset backed invoice discounting
facility - 31
GBP400m Sustainable revolving credit
facility 1 -
GBP355m Syndicate revolving credit
facility drawdown - 15
Corporate investor shares 4 6
Total (excluding lease liabilities) 200 66
Lease liabilities (2018: Finance lease
liabilities)** 193 4
Total Group interest-bearing loans and
borrowings 393 70
* The Group issued a GBP300m Sustainability bond in May 2019.
The bond is repayable in May 2024 and has an interest rate of
5.125%. The Co-operative Group Limited also completed a tender
offer in May 2019 on the 2020 6.875% bond. This saw the Group
buy back GBP274m (of the principal balance of GBP285m) from bond
holders for cash consideration of GBP290m.
** The Group has applied IFRS 16 (Leases) at 6 January 2019 using
the modified retrospective approach. Under this approach, comparative
information is not restated and the cumulative impact of applying
the new standard is recognised in retained earnings at the date
of initial application. For more details on the impact of IFRS
16 (Leases), refer to the general accounting policies section.
10 Interest-bearing loans and borrowings
Reconciliation of movement
in net debt
Net debt is a measure that shows the amount we owe to banks and
other external financial institutions less the cash that we have
and any short-term deposits. Some of our Eurobond borrowings are
held as financial liabilities at fair value through the income
statement. The fair value movement on these liabilities is shown
under non-cash movements in the tables below.
For period ended Start Impact Acquisition Non-cash Cash End of
4 January 2020 of period on adoption of Subsidiary movements flow period
of IFRS
16*
GBPm GBPm GBPm GBPm GBPm GBPm
---------- ------------ -------------- -------
Interest-bearing loans
and borrowings:
- current (66) - - (182) 48 (200)
- non-current (976) - - 176 (3) (803)
Lease liabilities*
- current (4) (177) - (127) 115 (193)
- non-current (28) (1,273) - 24 - (1,277)
Total Debt (1,074) (1,450) - (109) 160 (2,473)
Group cash:
- cash & overdrafts 278 - - - 30 308
Group Net Debt (796) (1,450) - (109) 190 (2,165)
Less fair value / amortised
cost adjustment 46 - - 1 (14) 33
Group Net Debt before
fair value / amortised
cost adjustment (750) (1,450) - (108) 176 (2,132)
For period ended 5 January Start Impact Acquisition Non-cash Cash End of
2019 (restated**) of period on adoption of subsidiary movements flow period
of IFRS
16*
GBPm GBPm GBPm GBPm GBPm GBPm
---------- ------------ -------------- -------
Interest-bearing loans
and borrowings:
- current (32) - (57) (14) 37 (66)
- non-current (1,130) - (9) 142 21 (976)
Finance Lease liabilities*
- current (2) - - - (2) (4)
- non-current (8) - - - (20) (28)
Total Debt (1,172) - (66) 128 36 (1,074)
Group cash:
- Cash 403 - 1 - (126) 278
- Overdraft (6) - - 8 (2) -
Group Net Debt (775) - (65) 136 (92) (796)
Less fair value / amortised
cost adjustment 138 - - (92) - 46
Group Net debt before
fair value / amortised
cost adjustment (637) - (65) 44 (92) (750)
* The Group has applied IFRS 16 (Leases) at 6 January 2019 using
the modified retrospective approach. Under this approach, comparative
information is not restated and the cumulative impact of applying
the new standard is recognised in retained earnings at the date
of initial application. For more details on the impact of IFRS
16 (Leases), refer to the general accounting policies section.
** For more details on the restatement, refer to the general accounting
policies section.
10 Interest-bearing loans and
borrowings
Terms and repayment schedule
In May 2019, the Co-op tendered and bought back GBP274m of the 2020
GBP450m 6.875% bond. There remains GBP176m of nominal outstanding (with
a carrying value of GBP183m). The 2026 GBP350m 7.5% bond has an original
value of GBP350m (carrying amount of GBP391m). These bonds have each
been paying an additional 1.25% coupon since 8 July 2013 following
the downgrade of the Group's credit rating to sub-investment grade.
On maturity both these bonds will be repaid at par.
The Group also has two subordinated debt instruments in issue - GBP109m
11% final repayments notes due 2025 and GBP20m instalment repayment
notes, final repayment 2025. As at 4 January 2020 the instalment repayment
notes has an outstanding value of GBP13m.
The Group issued a GBP300m Sustainability bond in May 2019. The bond
is repayable in May 2024 and has an interest rate of 5.125%.
The Group renegotiated its GBP355m Syndicated Revolving Credit Facility
(RCF) on 30 September 2019. The new RCF facility was increased to GBP400m
and matures in September 2022 with two 12-month extension options.
The new Sustainable RCF has been agreed on a sustainable basis with
rates of interest linked to the Group's CO2 emission targets (such
that if the agreed CO2 emission targets are not met then a sustainability
fee is calculated at the rate of 0.025% per annum of the borrowing
outstanding during that financial year).
During the year the GBP110m Nisa asset backed invoice discounting facility
and the GBP10m 2.57% Nisa bank term loan were settled and then closed.
Corporate investor
shares
Corporate investor shares represent borrowings the Group has with other
co-operative societies. The rate of interest payable on the borrowings
is determined by reference to the London Interbank Offered Rate (LIBOR).
The borrowings are split into Variable Corporate Investor Shares (VCIS)
and Fixed Corporate Investor Shares (FCIS). The VCIS are repayable
on demand and the rate of interest that is charged is fixed across
all societies based on a policy of LIBOR minus 0.5% with a minimum
of 0.25%. The FCIS are fixed term borrowings at fixed rates of interest
(currently 1%). Corporate investor shares may be issued to existing
corporate members who hold fully paid corporate shares and are registered
under the Co-operative and Communities Benefit Act 2014.
11 Pensions
What does this show? This note provides information about our
pension schemes. It explains the types of pension scheme we have,
the assets and liabilities they hold, the assumptions used in valuing
the pension schemes and the key risks faced in connection with
the schemes.
2019 2018
GBPm GBPm
Pension schemes
in surplus 1,973 1,984
Pension schemes
in deficit (109) (125)
Closing net retirement
benefit 1,864 1,859
Defined benefit (DB) plans
The Group operates five funded DB pension schemes all of which
are closed to future accrual. This means that colleagues can no
longer join or earn future benefits from these schemes. The assets
of these schemes are held in separate trustee-administered funds
to meet future benefit payments.
The Group's largest pension scheme is the Co-operative Group Pension
Scheme ('Pace') which accounts for approximately 80% of the Group's
pension assets. The DB section of Pace ('Pace Complete') closed
to future service accrual on 28 October 2015. Further information
about Pace is set out below.
Defined contribution (DC) plans
Since the closure of the DB schemes, the Group provides all colleagues
with DC pension benefits through the DC section of Pace. Colleagues
are able to select the level of contributions that they wish to
pay. The contribution paid by the Group varies between 1% and 10%
of pensionable salary depending on the contribution tier that the
scheme member has selected.
Contributions are based on the scheme member's basic pay plus any
earnings in respect of overtime, commission and shift allowance.
The Pace DC section provides benefits based on the value of the
individual colleague's fund built up through contributions and
investment returns. The Group has no legal or constructive obligation
to pay contributions beyond those set out above. There is therefore
no balance sheet items for DC pension benefits except for any accrued
contributions.
Balance sheet position for DB plans
The table below summarises the net surplus in the balance sheet
by scheme:
Net Net
2019 2018
GBPm GBPm
Schemes in surplus
The Co-operative Group
Pension Scheme (Pace) 1,869 1,821
Somerfield Pension
Scheme 104 163
Yorkshire Co-operatives Limited Employees' -
Superannuation Scheme* -
Total schemes
in surplus 1,973 1,984
Schemes in deficit
United Norwest Co-operatives
Employees' Pension Fund (73) (82)
Yorkshire Co-operatives Limited Employees'
Superannuation Scheme* - (5)
The Plymouth and South West Co-operative Society
Limited Employees' Superannuation Fund (31) (32)
Other unfunded
obligations (5) (6)
Total schemes
in deficit (109) (125)
Total
schemes 1,864 1,859
----------------------------------------------------------------- -------
* The Yorkshire Scheme is in surplus in 2019 (2018: deficit) although
in both years the figures net to GBPnil in the tables above.
Recognition of accounting surplus
Any net pension asset disclosed represents the maximum economic
benefit available to the Group in respect of its pension obligations.
The Group has carried out a review of the provisions for the recovery
of surplus in its pension schemes. This review concluded that all
of the DB schemes can recoup surplus via a right to refunds and
this is reflected in the balance sheet position.
11 Pensions
Events arising during the year - Somerfield Bulk Annuity
During the year, the Trustees of the Somerfield Pension Scheme entered
into a pension insurance buy-in contract with Pension Insurance
Corporation (PIC) for GBP425m. As a result of this transaction,
the scheme will receive regular payments from PIC to fund all future
pension payment for the majority of current pensioners.
The methodology used to value this transaction has resulted in a
decrease in the value of the accounting surplus in the Somerfield
Pension Scheme of approximately GBP46m. As the insurance contract
is an asset of the scheme and the scheme has retained all responsibility
to meet future pension payments to pensioners this has not been
recognised as a settlement and consequently the GBP46m has been
recognised as a charge through Other Comprehensive Income.
Pace - nature of scheme
As Pace represents around 80% of the Group's pension assets, further
information has been included on Pace below. As all of the DB schemes
will be exposed to similar risks to Pace, we have not provided additional
commentary on each scheme.
Pace - funding position
A valuation of Pace Complete was carried out as at 5 April 2016,
in accordance with the scheme specific funding requirements of the
Pensions Act 2004. The results of the valuation showed that Pace
Complete had a surplus of GBP251m. The Group agreed on completion
of the actuarial valuation in November 2017 that contributions to
Pace Complete would cease with effect from 1 December 2017. A new
valuation has fallen due at 5 April 2019 and is expected to be completed
during 2020.
Pace - multi-employer provisions following sectionalisation
Pace is a mutli-employer scheme but following sectionalisation of
the scheme in 2018, the Group accounts only for the Co-op section
of Pace. CFSMS, a subsidiary of the Group, participates in the Co-op's
section with a material share of accrued DB obligations. There are
other participating employers in the Group section which include
Group subsidiaries, non-associated and associated entities, but
these do not have a material share. Non-associated entities account
for pension contributions in respect of the scheme on a DC basis.
As a multi-employer pension scheme, Pace exposes the participating
employers to the risk of funding the pension obligations associated
with the current and former colleagues of other participating employers.
The sectionalisation of Pace removes The Co-operative Bank's (the
'Bank's') 'last man standing' obligation to the rest of the Pace
scheme but an obligation on the Group to support the pension liabilities
of the Bank section could arise in limited circumstances if the
Bank were to not meet its own section's pension liabilities.
Legislative framework for DB schemes - pension scheme governance
As required by UK legislation, the Group's five DB schemes are run
by Trustee boards which operate independently from the Group. The
Trustees are responsible for the development and implementation
of appropriate policies for the investment of the scheme assets
and for negotiating scheme funding with the Group. The Trustees
consult with the Group in developing investment strategy and delegates
the responsibility for implementing and monitoring the strategy
to Investment Committees.
Each Trustee board has at least one professional Trustee and there
is also a requirement for the boards to have some member representation.
The Pace Trustee Board is made up of three professional independent
Trustee Directors appointed by the Group and a further professional
Independent Trustee Director appointed by the Bank. Other Trustee
Boards are made up of professional independent Trustee Directors,
Co-op appointed Trustee Directors and Member Nominated Directors
elected by scheme members. The Chair is appointed by the Trustee
Directors.
Legislative framework for DB schemes - scheme funding regime
Under the scheme specific funding regime established by the Pensions
Act 2004, trustees of DB pension schemes have to undertake a full
actuarial valuation at least every three years. The purpose of the
valuation is to determine if the scheme has sufficient assets to
pay the benefits when these fall due. The valuation targets full
funding (scheme assets equal to the value of pension liabilities)
against a basis that prudently reflects the scheme's risk exposure.
The basis on which DB pension liabilities are valued for funding
purposes differs to the basis required under IAS19. The Group may
therefore be required to pay contributions to eliminate a funding
shortfall even when a surplus is reported in the IAS19 disclosure.
Any shortfall in the assets directly held by the Group's DB schemes,
relative to their funding target, is financed over a period that
ensures the contributions are reasonably affordable to the Group.
Despite contributions to Pace ceasing (see above), the expected
deficit recovery contributions to all pension schemes over the 2019
financial year is GBP50m. The average duration of the liabilities
is approximately 22 years. The benefits expected to be paid from
the Schemes take the form of a cash lump sum paid at retirement
followed by a stream of pension payments.
The effective date of the last full
valuations of the schemes are shown
below:
The Co-operative Pension 5 April
Scheme ('Pace') 2016
Somerfield Pension Scheme 31 March
('Somerfield Scheme') 2016
United Norwest Co-operatives Employees' 31 January
Pension Fund ('United Fund') 2017
Plymouth and South West Co-operative Society Limited 31 March
Employees' Superannuation Fund ('Plymouth Fund') 2016
Yorkshire Co-operatives Limited Employees' 31 January
Superannuation Fund ('Yorkshire Fund') 2017
11 Pensions
Events arising after the year - Pace Bulk Annuities
The following events occurred post year and as such the financial
impact is not accounted for in the 2019 year end figures. In early
2020 The Trustees of the Co-operative Group Pension Scheme (Pace)
entered into pension insurance buy-in contracts with Aviva, in January
2020 and Pension Insurance Corporation (PIC), in February 2020, each
worth cGBP1,000m. As a result of this transaction, the scheme will
receive regular payments from Aviva and PIC to fund all future pension
payments for c14,000 current pensioners.
As for the Somerfield buy-in contract, the methodology used to value
this transaction will result in a decrease in the value of the surplus
in the Pace Scheme. As the insurance contracts are assets of the scheme
and the scheme has retained all responsibility to meet future pension
payments to pensioners this will not be recognised as a settlement
and consequently the decrease in value will be recognised as a charge
through Other Comprehensive Income at the 2020 year end.
Risks associated with DB pension schemes
The liability associated with the pension schemes is material to the
Group, as is the cash funding required. The Group and Trustees work
together to address the associated pension risk - in particular, steps
have been taken to significantly reduce the investment risk in the
schemes.
The key risks in relation to the DB schemes are set out below, alongside
a summary of the steps taken to mitigate the risk:
Risk description Mitigation
Risk of changes in contribution The closure of the DB schemes has reduced
requirements - When setting the exposure of the Group to changes in
the contributions that are future contributions. In addition, the Group
paid to a scheme, the Group and Trustee have taken steps to reduce the
and Trustee are required volatility of the funding level (as set
to consider the funding level out below). The Group monitors the funding
at a specified valuation level of the schemes in order to understand
date. The funding level at the likely outcome of valuations and the
future valuation dates is Trustee is required to obtain agreement
uncertain and this leads from the Group to funding assumptions and
to uncertainty in future deficit recovery contributions.
cash requirements for the
Group.
Interest rate risk - Pension All of the schemes invest in liability driven
liabilities are measured investment (LDI) products which increase
with reference to yields (decrease) in value when yields on government
on bonds, with lower yields bonds fall (rise), providing protection
increasing the liabilities. against interest rate risk. Across all schemes,
The schemes are therefore approximately 90% of the liability is currently
exposed to the risk of falls protected from movements in yields on government
in interest rates. bonds. LDI involves investing in assets
which are expected to generate cashflows
that broadly mirror expected benefit payments
from the scheme.
Risk associated with volatility This risk has been mitigated by reducing
in asset value - The market the exposure of the pension schemes to those
value of the assets held asset classes which have the most volatile
by the pension schemes, particularly market values. In particular, the schemes
the assets held in return-seeking have limited allocation to return-seeking
assets such as equity, can assets such as equity.
be volatile. This creates
a risk of short-term fluctuations
in funding level.
Inflation risk - Many of All of the schemes invest in liability driven
the benefits paid by the investment products which increase (decrease)
schemes are linked to inflation. in value when expectations of future inflation
Therefore, the pension liabilities rates increase (fall), thus providing protection
reflect expectations of future against inflation risk. Across all schemes,
inflation with higher inflation approximately 90% of the liability is currently
leading to higher liabilities. protected from movements in inflation.
Risk associated with changes All of the schemes' funding targets incorporate
in life expectancy - Pensions a margin for prudence to reflect uncertainty
paid by the schemes are guaranteed in future life expectancy. During Q1 2019,
for life, and therefore if the Group reduced its exposure to longevity
members are expected to live risk in the Somerfield Pension Scheme via
longer, the liabilities increase. a pensioner annuity transaction. Whilst
it doesn't have an impact on the figures
in this year end, during Q1 2020 the Group
has further reduced its exposure to longevity
risk in Pace Scheme via two separate pensioner
insurance buy-in contracts.
Critical accounting estimates
For IAS 19 disclosure purposes, DB obligations are determined following
actuarial advice and are calculated using the projected unit method.
The assumptions used are the best estimates chosen from a range of
possible actuarial assumptions which may not necessarily be borne
out in practice.
Financial
assumptions
2019 2018
------------- --------------
Discount
rate 1.97% 3.02%
RPI Inflation
rate 3.18% 3.46%
Pension increases in payment
(RPI capped at 5% p.a.) 3.11% 3.35%
Future salary
increases 3.43% 3.71%
The discount rate has been derived by reference to market yields on
sterling-denominated high quality corporate bonds of appropriate duration
consistent with the schemes at that date.
11 Pensions
Demographic assumptions
The Group has used best estimate base mortality tables which reflect
the membership of each scheme. Allowance has been made for future improvements
in line with the Continuous Mortality Investigation (CMI) 2018 projections
and a long-term future improvement rate of 1.25% p.a. (2018: CMI 2017
1.25% p.a.)
For illustration, the average life expectancy (in years) for mortality
tables used to determine scheme liabilities for Pace is as follows.
These are broadly similar to the life expectancies used for other schemes.
Life expectancy
from age 65 2019 2018
Male currently
aged 65 years 20.9 21.9
Female currently
aged 65 years 23.2 23.5
Male currently
aged 45 years 22.0 23.3
Female currently
aged 45 years 24.5 25.1
Sensitivities
The measurement of the Group's DB liability is particularly sensitive
to changes in certain key assumptions, which are described below. The
methods used to carry out the sensitivity analysis presented below for
the material assumptions are the same as those the Group has used previously.
The calculations alter the relevant assumption by the amount specified,
whilst assuming that all other variables remained the same. This approach
is not necessarily realistic, since some assumptions are related: for
example, if the scenario is to show the effect if inflation is higher
than expected, it might be reasonable to expect that nominal yields
on corporate bonds will also increase. However, it enables the reader
to isolate one effect from another. It should also be noted that because
of the interest rate and inflation hedges, changes in the liability
arising from a change in the discount rate or price inflation would
be expected to be largely mitigated by a change in assets.
2019 2018
Change in liability from a 0.1%
increase in discount rate (200) (168)
Change in liability from a 0.1%
increase in RPI inflation (154) 128
Change in liability from a 0.25% increase
in long-term rate of longevity improvements 128 96
Changes in the present value of the defined 2019 2018
benefit obligation (DBO)
GBPm GBPm
Opening defined benefit
obligation 8,412 8,985
Interest expense
onDBO 247 231
Remeasurements:
a. Effect of changes in demographic
assumptions (357) (50)
b. Effect of changes
in financial assumptions 1,464 (474)
c. Effect of experience
adjustments (37) 47
Benefit payments from
plan (425) (518)
Refinement of scheme liabilities
attributable to Co-operative
Bank - 202
Past service
items - (11)
Closing defined benefit
obligation 9,304 8,412
11 Pensions
Changes in the fair value of the 2019 2018
plan assets
GBPm GBPm
Opening fair value
of plan assets 10,271 10,538
Interest income 304 272
Return on plan assets (excluding
interest income) 972 (299)
Administrative expenses paid from
plan assets (4) (5)
Employer contributions 50 50
Benefit payments
from plan (425) (518)
Refinement of plan assets attributable
to The Co-operative Bank - 233
Closing fair value
of plan assets 11,168 10,271
The fair value of the plan assets at the period end were as follows.
The assets have been split to show those which have a quoted market
price in an active market and those which are unquoted.
2019 2019 2019 2018 2018 2018
Quoted Unquoted Total Quoted Unquoted Total
GBPm GBPm GBPm GBPm GBPm GBPm
Equity instruments 265 - 265 206 206
Liability driven
investments 4,974 - 4,974 4,895 - 4,895
Real estate 31 - 31 63 - 63
Investment
grade credit 3,689 - 3,689 3,376 - 3,376
Illiquid /
other credit - 1,385 1,385 - 1,334 1,334
Alternative
investments - 368 368 - 330 330
Cash and cash equivalents 421 35 456 67 - 67
9,380 1,788 11,168 8,607 1,664 10,271
Amounts recognised in the balance
sheet 2019 2018
GBPm GBPm
Present value of
funded obligations (9,299) (8,406)
Present value of
unfunded liabilities (5) (6)
Fair value
of plan assets 11,168 10,271
Net retirement benefit
asset 1,864 1,859
Amounts recognised in the income statement and other
comprehensive income 2019 2018
GBPm GBPm
Interest expense on defined benefit
obligations (247) (231)
Interest income on
plan assets 304 272
Administrative expenses
and taxes (4) (5)
Past service
items - 11
Total recognised in the income
statement 53 47
Remeasurement gains on employee
pension schemes (99) 178
Refinement of pension surplus
attributable to Co-operative Bank - 31
Total recognised in other comprehensive
income (99) 209
Total (46) 256
Past service items of GBPnil (2018: GBP11m) are included within one-off
gains of GBPnil (2018: GBP9m) in note 1.
12 Related party transactions and balances
What does this show? Related parties are companies or people which are
closely linked to the Co-op, such as members of our Board or Executive
(or their families), or our associates and joint ventures. This note
explains the nature of the relationship with any related parties and
provides information about any material transactions and balances with
them.
2019 2018
Relationship GBPm GBPm
------
Sales to associated undertakings and
joint ventures on normal trading terms - 0.2
Subscription to Co-operatives
UK Limited (i) 0.7 0.7
i) The Group is a member of Co-operatives
UK Limited.
The Group's Independent Society Members (ISMs) include consumer co-operative
societies which, in aggregate, own the majority of the corporate shares
with rights attaching. The Co-operative Group has a 76% shareholding
in Federal Retail and Trading Services Limited which is operated as a
joint buying group by the Group for itself and other independent co-operative
societies. The Group acts as a wholesaler to the other independent co-operatives
and generates sales from this and the arrangement is run on a cost recovery
basis and therefore no profit is derived from its activities. Sales to
ISMs, on normal trading terms, were GBP1,613m (2018: GBP1,532m) and the
amount due from ISMs in respect of such sales was GBP128m at 4 January
2020 (2018: GBP123m). No distributions have been made to ISMs based on
their trade with the Group in either the current or prior periods.
Transactions with directors and key
management personnel
Disclosure of key management compensation is set out in the Remuneration
Report. A number of small trading transactions are entered into with
key management in the normal course of business and are at arm's length.
Key management are considered to be members of the Executive and directors
of the Group. At the balance sheet date, certain key management personnel
had transacted with our Legal and Insurance divisions. These transactions
totalled GBP7,000 (2018: GBP20,000). Other than the compensation set
out in the Remuneration Report, there were no other transactions greater
than GBP1,000 with the Group's entities (2018: GBPnil). Total compensation
paid to key management personnel is shown below.
2019 2018
Key management personnel compensation GBPm GBPm
Short-term employee benefits 6.5 7.3
Post-employment benefits 0.4 0.4
Other long-term benefits 0.4 1.6
Termination benefits 0.0 0.0
Total 7.3 9.3
13 Events after the reporting
period
What does show? This note gives details of any significant events
that have happened after the balance sheet date but before the
date that the accounts are approved. These are things that are
of such significance that it is appropriate to give a reader of
the accounts further detail as to the impact of such events on
the financial statements or any expected likely impact in future
periods.
Pensions - Pace buy-in
In early 2020 The Trustees of the Co-operative Group Pension Scheme
(Pace) entered into pension insurance buy-in contracts with Aviva,
in January 2020 and Pension Insurance Corporation (PIC), in February
2020, each worth cGBP1,000m. As a result of this transaction,
the scheme will receive regular payments from Aviva and PIC to
fund all future pension payments for c14,000 current pensioners.
An initial estimate of the potential impact on the consolidated
statement of comprehensive income in 2020 is a charge in the range
of GBP250m - GBP300m. It should be noted that the assumptions
underpinning the actual calculation will not be determined until
the end of the 2020 financial year and as such the actual impact
may vary from this initial estimate.
Coronavirus (Covid-19)
On 11 March, subsequent to the balance sheet date, the World Health
Organisation ('WHO') declared Covid-19 as a pandemic. Shortly
after this announcement, the UK Government has taken action including
implementing social distancing measures and advising people to
stay at home. Given the recent escalation of Covid-19, this is
considered as a non-adjusting post balance sheet event.
We are currently seeing Covid-19 impact our cost base in areas
such as front line and logistics payroll, investment in protective
equipment, increased cleansing and sanitation costs within store
costs and this is estimated at between GBP200m and GBP275m.
We are also seeing impacts on the type and size of funerals we
can conduct in response to restrictions on number of attendees
placed by government guidelines and in some cases even stricter
restrictions by some crematoria. We have also seen an impact on
demand in our Food business, taking into account a prudent but
realistic view of the experience of the last few weeks.
It is clearly impossible at this stage to accurately predict the
impact on 2020 results but in summary the business rates support
provided by government combined with the increased sales demand
assumed within our Food business goes some way to limiting the
significant incremental costs highlighted above.
Within the directors' report on page 105, we provide further detail
on the key impacts of Covid-19 on our financial projections in
our assessment of the Going Concern of the Group. We have also
provided an indication of the potential impact of Covid-19 on
certain assumptions and estimates contained within our balance
sheet below:
Impairment of Property, plant & equipment (GBP2,001m), Right-of
use assets (GBP1,045m), Goodwill and intangible assets (GBP1,092m)
The estimates and assumptions used within our impairment methodology
on these non-current assets do not include the impact of Covid-19
as this was not an observable indicator as at the balance sheet
date. Covid-19 could have a material impact on our impairment
assessment as a result of unpredictable cashflows in both our
food and funerals businesses, and changes in the discount rates
that we have applied, not least because of changes in macroeconomic
factors since the escalation of Covid-19.
Given the difficulty in quantifying the impact of Covid-19, it
is inherently difficult to quantify the potential impact on the
impairment of non-current assets. This is made more difficult
given the number of CGU's we have in the Group, for example each
individual food store is considered a separate CGU in which we
would need to assess the impact of Covid-19. As a result a reasonable
estimate of the impact of Covid-19 cannot be provided.
Funeral plan investments (GBP1,271m)
The Group holds investments on the balance sheet in respect of
funeral plan policies which are predominantly invested in individual
whole-of-life policies. The underlying investments are in a mixture
of assets including equities and bonds. The impact of Covid-19
has seen significant falls in many Global equity and corporate
bond prices. Due to ongoing volatility, it is impossible to quantify
what any likely impact would be at this stage, and as a result
a reasonable estimate of the impact of Covid-19 cannot be provided.
Pension surplus (GBP1,973m) and pension deficits (GBP109m)
Similar to the funeral plan investments above, market volatility
will impact the value of the financial assets which our pension
schemes hold. It is too early to estimate the impact, if any,
that Covid-19 will have on other assumptions included within the
valuation of our defined benefit pension schemes. Whilst a reasonable
impact of Covid-19 on our pension surplus and pension deficits
is not possible, at this stage we do not expect a material impact
on our valuation bases.
Current assets
We have also reviewed the recoverability of our most significant
current assets in particular supplier income and partner debtors
in our wholesale business. We remain confident of their recoverability
taking into account the increased volumes they are currently experiencing.
14 Prior year restatement
What does this show? Occasionally we realise that the numbers
we published in the accounts last year may not have been
quite right due to an error. When this is the case it may
be appropriate to revise (restate) the prior year numbers
to correct them for the error. In such circumstances then
this note explains how the error happened, what we have done
to correct it and the impact this has had on the Group's
accounts in the prior year.
1) During 2019 management identified a number of balance
sheet items which contained historical errors within Nisa.
A number of these errors were as a result of an ineffective
balance sheet reconciliation process. Because the errors
had a material impact on the acquisition accounting and the
prior year profit and loss account, a prior year restatement
has been carried out of the 2018 consolidated balance sheet
including the acquisition accounting of Nisa, the 2018 consolidated
income statement, and the 2018 cashflow statement.
2) The deferred tax assets and liabilities of the Group have
been presented net in the Consolidated Balance Sheet in 2019
and restated net for 2018 (previously these balances have
been disclosed separately). This is because the Group is
allowed, under UK legislation, to make a single net corporation
tax payment giving it the right of off-set.
A summary of the impact of the prior year adjustments on
the consolidated income statement, the consolidated balance
sheet and the consolidated cashflow statement is as follows:
As previously Nisa Deferred As restated
Consolidated income statement for reported Adjustments Tax net
the period ended 5 January 2019 off
GBPm GBPm GBPm GBPm
Revenue 10,162 - - 10,162
Operating expenses (10,072) (10) - (10,082)
Other income 10 - - 10
Operating profit 100 (10) - 90
Finance income 78 - - 78
Finance costs (85) - - (85)
Profit before tax 93 (10) - 83
Taxation (19) 2 - (17)
Profit from continuing operations 74 (8) - 66
As previously Nisa Deferred As restated
Consolidated balance sheet as at 5 reported Adjustments Tax net
January 2019 off
GBPm GBPm GBPm GBPm
Non-current assets
Goodwill 1,071 23 - 1,094
Deferred tax asset 234 - (234) -
Other non-current
assets 5,662 - - 5,662
Total non-current
assets 6,967 23 (234) 6,756
Current assets
Cash 282 (4) - 278
Inventories 458 - - 458
Trade and other
receivables 537 (9) - 528
Other current assets 1,527 - - 1,527
Total current assets 2,804 (13) - 2,791
Non-current liabilities
Deferred tax liabilities 459 (2) (234) 223
Non-current liabilities* 3,384 - - 3,384
Total non-current
liabilities 3,843 (2) (234) 3,607
Current liabilities
Trade and other
payables 1,449 20 - 1,469
Other current liabilities 1,410 - - 1,410
Total current liabilities 2,859 20 - 2,879
Equity
Share Capital and
Other Reserves 159 - - 159
Retained earnings 2,910 (8) - 2,902
Total equity 3,069 (8) - 3,061
14 Prior year restatement continued
Consolidated statement of cashflows As previously Nisa Adjustments As restated
for period ended 5 January 2019 reported
GBPm GBPm GBPm
-----------
Net cash from operating activities 313 - 313
Net cash used in investing activities (333) - (333)
Net cash used in financing activities (103) - (103)
Net cash and overdraft balances transferred
to held for sale 8 - 8
Cash and cash equivalents at beginning
of the period 397 (4) 393
-----------
Cash and cash equivalents at end
of the period 282 (4) 278
-----------
A summary of the impact of the prior year adjustments on the acquisition
accounting for Nisa is as follows:
As previously Adjustments As restated
Acquisition of subsidiaries reported *
GBPm GBPm GBPm
-----------
Property, plant and equipment 26 - 26
Intangible assets 47 - 47
Inventories 49 - 49
Trade and other receivables 116 (3) 113
Trade and other payables (111) (16) (127)
Deferred tax liability (11) - (11)
Borrowings (current) - funds in use
invoice discounting facility (57) - (57)
Loans and borrowings (non-current) (8) (4) (12)
Total identifiable net assets acquired 51 (23) 28
-----------
Fair value of consideration transferred 126 - 126
Fair value of identifiable net
assets (51) 23 (28)
Goodwill 75 23 98
-----------
* Figures as at the acquisition
date of 8 May 2018.
General accounting policies
What does this show? This section outlines the general accounting
policies that relate to the financial statements as a whole.
This section also gives details of the impact of any new accounting
standards that we've applied for the first time and the expected
impact of upcoming standards that will be adopted in future
years where that impact is likely to be significant.
Status of financial information
The financial information, which comprises the Consolidated
income statement, Consolidated statement of comprehensive income,
Consolidated balance sheet, Consolidated statement of changes in
equity, Consolidated statement of cash flows and related notes, is
derived from the full Group financial statements for the 52 weeks
to 4 January 2020 and does not contain all information required to
be disclosed in the financial statements prepared in accordance
with International Financial Reporting Standards.
The Group Annual Report and Financial Statements 2019, on which
the auditors have given a qualified report in relation to the
accounting treatment adopted by the Group for pre-need funeral
plans in accordance with the requirements of IFRS 15 'Revenue from
contracts with customers' as set out in the General Accounting
Policies, and which does not contain a statement under part 7,
section 87(4) or (7) of the Co-operative and Community Benefit
Societies Act 2014, will be submitted to the Financial Conduct
Authority following the 2020 Annual General Meeting.
General information
Co-operative Group Limited ('the Group') is a registered
co-operative society domiciled in England and Wales. The address of
the Group's registered office is 1 Angel Square, Manchester, M60
0AG, and the trading locations of all stores and branches can be
located on our website https://finder.coop.co.uk/food.
Basis of preparation
The Group accounts have been prepared in accordance with the
Co-operative and Communities Benefit Act 2014 and applicable
International Financial Reporting Standards as endorsed by the EU
(IFRS) for the 52 week period ended 4 January 2020. As permitted by
statute, a separate set of financial statements for the Society are
not included.
The accounts are presented in pounds sterling and are
principally prepared on the basis of historical cost. Areas where
other bases are applied are explained in the relevant accounting
policy. Amounts have been rounded to the nearest million.
The accounting policies set out in the notes have been applied
consistently to all periods presented in these financial
statements, except where stated otherwise.
The accounts are prepared on a going concern basis. See later
section on 'Going Concern'.
Basis of consolidation
The financial statements consolidate Co-operative Group Limited,
which is the ultimate parent society, and its subsidiary
undertakings. The Group controls an entity when it is exposed to,
or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date
that control commences until the date that control ceases.
A diagram of group structure can be found on page 196 of the
group accounts. A full list of subsidiaries that make up the Group
for the purposes of these financial statements can be found at:
http://www.co-operative.coop/corporate/aboutus/oursubsidiaries/
Definition of Trading Group and Financial Services
Throughout the financial statements reference is made to the
Financial Services activities of the Group to distinguish them from
Trading Group activity. The Financial Services entities comprise
CIS General Insurance Limited (CISGIL) and other smaller entities
(mainly holding, ancillary companies and the Reclaim Fund
Limited).
Accounting dates
The Group and the Trading Group subsidiaries prepare their
accounts to the first Saturday of January unless 31 December is a
Saturday. These financial statements are therefore prepared for the
52 weeks ended 4 January 2020. Comparative information is presented
for the 52 weeks ended 5 January 2019. Since the financial periods
are virtually in line with calendar years, the current period
figures are headed 2019 and the comparative figures are headed
2018.
The Financial Services subsidiaries of the Group have prepared
accounts for the period ended 31 December 2019. This differs from
the Group and other Trading Group subsidiaries. For the period
ending 4 January 2020, there are no significant transactions or
events which need to be adjusted for to reflect the difference in
reporting dates.
One-off items and non-GAAP (Generally Accepted Accounting
Procedures) measures
One-off items include costs relating to activities such as large
restructuring programmes and costs or income which would not
normally be seen as costs or income relating to the underlying
principal activities of the Group.
To help the reader make a more informed judgement on the
underlying profitability of the Group, a non-GAAP measure:
underlying profit before tax, has been presented. This is shown at
the bottom of the income statement and we show the adjustments
between this measure and operating profit. In calculating this
non-GAAP measure, property and business disposals (including
individual store impairments), the change in value of investment
properties, and one-off items are adjusted for.
Offsetting
Financial assets and financial liabilities are offset and the
net amount reported in the balance sheet when there is a legally
enforceable right to do so and there is an intention to settle on a
net basis, or realise the asset and settle the liability
simultaneously.
Significant accounting judgements, estimates and assumptions
The preparation of financial statements that comply with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
Key judgements:
In the process of applying the Group's accounting policies,
management has made the following key judgements which have the
most significant impact on the consolidated financial
statements:
-- Revenue from contracts with customers: Funeral plans
IFR S 15 (Revenue from contracts with customers) requires that
revenue should be recognised in respect of separate performance
obligations delivered to the customer. In applying the revenue
standard to funeral plan sales the Group has concluded that the
only separate performance obligation is the funeral itself and
therefore revenue can only be recognised at the date the plan is
redeemed and the funeral is performed. On interpreting the
requirements of IFRS 15, management has made a significant
accounting judgement in how we account for funeral plans:
-- Monies received from customers for a funeral plan are placed
into whole of life insurance policies. The Group has no access to
those monies or the returns from the associated policies until such
time that the policy is redeemed. When the policy is redeemed the
monies are paid to the Group as consideration for performing the
funeral. Neither the Group nor the customer can control the
variability of the consideration, specifically the amount or timing
of the consideration. Judgement has been applied in determining
that consideration that is received from the policy is
variable.
-- An alternative judgement would be to view the consideration
received from the customer as a financing transaction, i.e. that
the customer is providing financing to the Group because there is a
timing difference between when the customer purchases the plan and
when the funeral is carried out. Management do not believe a
financing transaction exists in this instance. Firstly, because
customers are not financing the Group when we sell a funeral plan
as the Group has no access to the funds invested in whole of life
policies until the policy is redeemed and the funeral is delivered
A customer takes out a plan for the peace of mind of having their
funeral already arranged and to avoid placing the cost onto their
families. Secondly, the Group cannot control the timing of delivery
of a plan but the customer can as they are able to transfer a plan
to another beneficiary. IFRS 15, paragraph 60, states that where
the timing of delivery is at the discretion of a customer, then
there is no financing arrangement.
Whilst some companies in the industry have applied the judgement
that there is a financing component in their business model, it is
important to note that the application of IFRS 15 depends on the
facts and circumstances present in a contract with a customer and
requires the exercise of judgement. Critically, the Group has
several distinguishing features in its contractual terms from other
operators in the industry which on careful consideration, has led
to management applying a different judgement appropriate to this
business.
-- If the Group were to apply a different judgement, that being
that the transaction includes a financing component, the accounting
under IFRS 15 would be materially different. Investment returns
from our invested funds would be recognised as interest income. A
liability would be recognised on day one of the transaction, which
would represent the Group's obligation to perform the funeral. This
liability would be grown by a judgemental rate that would represent
a customer's expected return from lending to the Funeral's
business. Once the funeral is carried out, this liability is then
extinguished by recognising the amount as revenue. This means that
the amount recognised as revenue is a function of a highly
judgemental accounting concept, as opposed to the amount received
from the whole of life investment policy. For clarity we have
presented the illustrative impact of this alternative judgement on
our income statement below.
GBPm - Continuing operations Audited Audited Unaudited Unaudited
2019 (as 2018 (as 2019 (applying 2018 (applying
reported) reported) financing) financing)
Revenue 10,860 10,162 10,858 10,160
Operating expenses (10,691) (10,072) (10,691) (10,072)
Operating Profit 169 90 167 88
Finance income 61 78 72 170
Finance costs (163) (85) (220) (139)
Profit before tax 67 83 19 119
Taxation 18 (17) 27 (24)
Profit from continuing operations 85 66 46 95
In arriving at this judgement, management have carefully
considered the understandability of the accounts to our members, as
well as the accounting principles. The approach we have taken was
originally arrived at in adopting IFRS 15 for the first time in
2018 and was supported by third party accounting advice. Our
approach received an unqualified audit opinion in 2018 from our
external auditors. In the absence of further interpretive guidance,
management believe the accounting judgement that we have applied
best depicts the accounting for delivery of funerals to our
customers through our funeral plans. During 2020 we will continue
to monitor developments in the industry and any future guidance
that is published regarding the interpretation of IFRS 15 and in
doing so continue to satisfy ourselves over the appropriate
application of IFRS 15 to pre-need funeral plans. In doing this,
the understandability of our accounts to our members will remain a
critical factor.
-- Assets held for sale and discontinued operations: Insurance
On the 18(th) January 2019 the Group announced its intention to
sell its Insurance business (CISGIL) to a third party
(Markerstudy). As the Group was actively committed to the sale at
the balance sheet date and the sale remains highly probable to
happen within one year it is judged that the carrying amount of
CISGIL will principally be recovered through a sale transaction
rather than though continuing use. As such the assets and
liabilities of CISGIL are shown as held for sale in the Group's
consolidated balance sheet and the results of CISGIL have been
classified as discontinuing operations in the income statement. A
key judgement within the classification as held for sale is the
valuation of the assets and liabilities of CISGIL which are shown
at fair value less costs to sell.
As part of the calculation of the fair value of the business,
the expected consideration of circa GBP185m was taken into account.
Of this consideration GBP84m will be treated as deferred income
upon completion of the sale of the insurance group (in line with
the requirements of IFRS 3 paragraph 52 b) in respect of
remuneration for future marketing and distribution services. The
calculation of this deferred income was subject to detailed
scrutiny by management. Of the remaining GBP101m proceeds allocated
to assets and liabilities held for sale, this was then reduced by
costs to sell and discounting of deferred consideration in arriving
at the fair value less cost to sell of GBP56m. See note 6 for
details.
-- Consolidation of Reclaim Fund
The Group is required to consolidate Reclaim Fund Limited (RFL)
as it is a 100% owned subsidiary of the Group. However, RFL is a
not-for-profit organisation whose surplus is held entirely for the
benefit of Big Lottery Fund and the Group derives no financial
benefit from RFL nor can it access RFL's reserves. During 2019, the
Office for National Statistics (ONS) undertook a classification
assessment of RFL and concluded that RFL is an institutional unit
subject to public control. Discussions between Her Majesty's
Treasury, Angel Square Investments Limited (the immediate parent
company of RFL) & RFL are ongoing in respect of the recent ONS
classification. A derogation of the decision is in place until
March 2021 in order for this to be thoroughly considered. A
judgment has therefore been made that it is most appropriate for
the user of the accounts to continue to not consolidate the balance
sheet of RFL on a line-by-line basis but instead to disclose it as
single line items on the Group Balance sheet for current and
non-current assets and liabilities. If the Group were to cease
consolidating RFL, this would result in a one-off accounting charge
to the income statement of GBP74m as a result of deconsolidating.
This accounting charge would have no impact on the Group's cash
held on its balance sheet.
-- Determining the lease term of contracts with extension and termination options (note 8)
The Group determines the lease term as the non-cancellable term
of the lease, together with any periods covered by an option to
extend the lease if it is reasonably certain to be exercised, or
any periods covered by an option to terminate the lease, if it is
reasonably certain not to be exercised.
The Group has the option, under some of its leases to lease the
assets for additional terms of 5 to 10 years. The Group applies
judgement in evaluating whether it is reasonably certain to
exercise the option to renew. That is, it considers all relevant
factors that create an economic incentive for it to exercise the
renewal. After the commencement date, the Group reassesses the
lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to
exercise (or not to exercise) the option to renew.
-- Determining the lease discount rate to apply to lease liability calculations (note 8)
There is significant judgement involved in determining an
appropriate discount rate to apply at the transition date of 6
January 2019. This is especially true for property leases where
often there is no interest rate implicitly stated within the lease.
For such leases a discount rate is derived by estimating the
incremental borrowing rate ('IBR'). The IBR is the rate at which
the lessee would have to pay to borrow over a similar term, and
with a similar security, the funds necessary to obtain an asset of
a similar value to the right-of-use asset in a similar economic
environment. There is therefore significant estimation uncertainty
in estimating the appropriate IBR. The Group has applied the
practical expedient available when adopting IFRS 16 for the first
time, to apply the same discount rates to assets which have similar
characteristics. A decrease in the discount rate of 0.5% applied to
property leases would increase the lease liability by GBP42m. An
increase in the discount rate of 0.5% applied to property leases
would decrease the lease liability by GBP40m.
Key estimates and assumptions:
The key assumptions and areas of uncertainty around key
assumptions at the reporting date that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described
below.
The Group based its assumptions and estimates on information
available when the financial statements were prepared. Existing
circumstances and assumptions about future developments, however,
may change due to market changes or circumstances arising that are
beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.
-- Pensions (note 11) - the Group's defined benefit pension
obligations are determined following actuarial advice and are
calculated using the projected unit method. The assumptions used
are the best estimates chosen from a range of possible actuarial
assumptions which may not necessarily be borne out in practice. The
most significant assumptions relate to the determination of the
discount rate, future salary increases, mortality rates and future
pension increases. Due to the complexities involved in the
valuation and its long-term nature, the Group's defined benefit
obligation is highly sensitive to changes in these assumptions.
Further details of the financial and demographic assumptions that
have been used are shown in note 11 along with associated
sensitivities to those assumptions.
-- Impairment of non-financial assets - the carrying amount of
non-financial assets (such as property, plant and equipment,
right-of-use assets or goodwill and intangibles) is reviewed at
each balance sheet date and if there is any indication of
impairment, the asset's recoverable amount is estimated. The
recoverable amount is the greater of the fair value of the asset
(less costs to sell) and the value in use of the asset. An
impairment loss is recognised whenever the carrying amount of an
asset or its cash-generating unit (CGU) exceeds its estimated
recoverable amount. For property assets the fair value less costs
to sell are measured using internal valuations based on the rental
yield of the property.
The Group estimates the value in use of an asset by projecting
future cash flows into perpetuity and discounting the cash flows
(DCF) associated with that asset at a pre-tax rate of between 7-8%
dependent on the business. Cash flows are projected using the
relevant business' five-year plan. Cash flow projections beyond
five years (and therefore outside of the five-year plan period) use
a steady or declining growth rate dependent on the business. The
recoverable amount is sensitive to the discount rate used for the
DCF model as well as the expected future cash-inflows and the
growth rate used for extrapolation purposes. For the Group then
these estimates are most relevant to goodwill and other intangibles
with indefinite useful lives. The key assumptions used to determine
the recoverable amount for the different CGUs, and the sensitivity
analysis that is undertaken, are disclosed and further explained in
note 8,
-- Tax and Deferred tax (note 5) - the Group's tax charge is
made up of current and deferred tax and is calculated based on the
expected manner of realisation or settlement of the carrying amount
of assets and liabilities, using tax rates enacted or substantively
enacted at the balance sheet date. Significant management judgement
is required to determine the amount of deferred tax assets and
liabilities that can be recognised, including estimates as to the
likely timing and the level of future taxable profits, together
with future tax planning strategies.
-- Provisions - a provision is recognised in the balance sheet
when the Group has a 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. If the effect
is material, provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and, where appropriate, the
risks specific to the liability. The most significant provision for
the Group relates to property provisions for non-rental costs
associated with properties that are no longer used for trading
purposes and significant assumptions and estimates are made in
relation to the estimation of future cash flows and the discount
rate applied.
Restatements
The comparative figures presented within these financial
statements for the financial year ended 5 January 2019 are
consistent with the 2018 annual report with the exception of the
restatements noted below:
Wholesale - during 2019 management identified a number of
balance sheet items which contained historical errors within Nisa.
A number of these errors were as a result of an ineffective balance
sheet reconciliation process. Because the errors had a material
impact on the acquisition accounting and the prior year profit and
loss account, a prior year restatement has been carried out of the
2018 consolidated balance sheet including the acquisition
accounting of Nisa, the 2018 consolidated income statement, and the
2018 cashflow statement. Full details of the restatement and the
impact on the 2018 financial statements are outlined in Note 13
(Restatements). The summary impact is noted below.
Deferred Tax - the Group deferred tax assets have been set-off
against deferred tax liabilities for presentation in the financial
statements. This is because the Group is allowed, under UK
legislation, to make a single net corporation tax payment giving it
the right of off-set and the expected unwind periods of these
deferred assets and liabilities support this off-set. A s such the
deferred tax assets and liabilities of the Group have been
presented net in the Consolidated Balance Sheet in 2019 and
restated net for 2018 (previously these balances have been
disclosed separately).
The tables below show the impact on those line items affected by
the restatements:
Consolidated Balance sheet as at 5 January 2019
GBPm Originally Wholesale Deferred Restated
Reported Tax
Deferred tax asset 234 - (234) -
Goodwill 1,071 23 - 1,094
Total non-current assets 6,967 23 (234) 6,756
Inventories 458 - - 458
Trade and other receivables 537 (9) - 528
Cash and cash equivalents 282 (4) - 278
Total current assets 2,804 (13) - 2,791
Total assets 9,771 10 (234) 9,547
Deferred tax liabilities 459 (2) (234) 223
Non-current liabilities 3,843 (2) (234) 3,607
Trade and other payables 1,449 20 - 1,469
Current liabilities 2,859 20 - 2,879
Total liabilities 6,702 18 (234) 6,486
Retained Earnings 2,910 (8) - 2,902
Total Equity 3,069 (8) - 3,061
Total Equity and liabilities 9,771 10 (234) 9,547
Consolidated Income statement for period ending 5 January
2019
GBPm - Continuing operations Originally Wholesale Deferred Restated
Reported Tax
Revenue 10,162 - - 10,162
Operating expenses (10,072) (10) - (10,082)
Operating Profit 100 (10) - 90
Profit before tax 93 (10) - 83
Taxation (19) 2 - (17)
Profit from continuing operations 74 (8) - 66
Consolidated Statement of Cashflows for period ended 5 January
2019
GBPm Originally Wholesale Deferred Restated
Reported Tax
Cash and cash equivalents at
the beginning of the period 397 (4) - 393
Cash and cash equivalents at
the end of the period 282 (4) - 278
New and amended standards adopted by the Group:
The Group has applied the following standards and amendments for
the first time for reporting periods commencing on or after 6
January 2019:
-- IFRS 16 Leases;
-- IFRIC 23 Uncertainty over income tax treatments;
-- IFRS 9 (amendments) - Prepayment features with negative compensation;
-- IAS 28 (amendments) - Long-term interests in joint ventures;
-- IAS 19 (amendments) - Plan Amendments, curtailment or settlement;
-- Annual improvements to IFRSs 2015-2017 Cycle; amendments to
IFRS 3, IFRS 11, IAS 12 and IAS 23.
Their adoption has not had any material impact on the
disclosures or on the amounts reported in those financial
statements except for the adoption of IFRS 16, the impact of which
is disclosed on the following pages.
Standards, amendments and interpretations issued but not yet
effective
Certain new accounting standards and interpretations have been
published that are not mandatory for 4 January 2020 reporting
periods and the Group has not early adopted the following standards
and statements.
The adoption of these standards is not expected to have a
material impact on the Group's accounts:
-- Amendments to references to conceptual framework in IFRS Standards; *
-- Amendment to IFRS 3 Business Combinations; *
-- Amendments to IAS 1 & IAS 8 Definition of Material; *
-- Amendments to IFRS 9, IAS 39 & IFRS 7 Interest Rate Benchmark Reform; *
* Effective 1 January 2020.
The adoption of the following standards will or may have a
material impact on the Group's accounts when adopted and the
Group's assessment of the impact of these new standards and
interpretations is set out below:
Title IFRS 17 Insurance Contracts
Nature of the IFRS 17 is a comprehensive new accounting standard
change covering recognition, measurement, presentation
and disclosure of insurance contracts and replaces
IFRS 4 Insurance Contracts.
In contrast to IFRS 4, the new standard provides
a comprehensive model (the general model) for
insurance contracts, supplemented by the premium
allocation approach (which is mainly for short-duration
contracts such as certain non-life insurance contracts).
IFRS 17 requires insurance liabilities to be measured
at a current fulfilment value and provides a more
uniform measurement and presentation approach
for all insurance contracts.
Impact The standard will be effective for annual periods
beginning on or after 1 January 2022 and management
are currently assessing the impact of the new
standard upon the Group's Insurance business,
particularly in light of the anticipated sale
of CISGIL.
Date of adoption Applicable to annual reporting periods beginning
by the Group on or after 1 January 2022. Not yet endorsed for
use in the EU.
Adoption of IFRS 16
(i) The effect of the adoption of IFRS 16
The Group leases many assets which mainly comprise of property
leases for its Food stores and Funeralcare branches as well as some
vehicles and other equipment. IFRS 16 introduced a single,
on-balance sheet accounting model for lessees. As a result, the
Group, as a lessee, has recognised right-of-use assets representing
its rights to use the underlying assets and lease liabilities
representing its obligation to make lease payments.
The Group has applied IFRS 16 using the modified retrospective
approach, under which the cumulative effect of initial application
is recognised in retained earnings at 6 January 2019. Accordingly,
the comparative information presented for 2018 has not been
restated - i.e. it is presented, as previously reported, under IAS
17 and related interpretations.
Impact on the consolidated balance sheet (increase / (decrease))
as at 6 January 2019:
GBPm
Assets
Right-of-use assets 1,056
Property, plant and equipment (41)
Trade and other receivables 17
Deferred tax asset 49
Total assets 1,081
Equity
Retained earnings (237)
Total equity (237)
Liabilities
Lease liabilities 1,482
Trade and other payables (92)
Provisions (72)
Total liabilities 1,318
Impact on the consolidated income statement for the period ended
4 January 2020 with increases in costs shown as a negative figure
and a reduction in costs shown as a positive figure:
GBPm
Depreciation expense (included in operating
expenses) (104)
Rent expense (previously included in
operating expenses) 159
Underlying operating profit 55
Operating profit 55
Finance costs (67)
Profit before tax (12)
Taxation 2
Profit for the period (all attributable
to members of the society) (10)
IFRS 16 has no impact on the Group's cash and overall cash flows
however there is a change in the classification of cash flows in
the cash flow statement with lease payments previously categorised
as net cash used in operations, whereas these cash flows are now
split between a principal element and an interest element which are
categorised as financing activities.
Impact on the statement of cash flows (increase/(decrease)) for
the period ended 4 January 2020:
GBPm
Net cash flows from operating
activities 182
Net cash flows from financing
activities (182)
(ii) Nature of the effect of adoption of IFRS 16
The Group's leasing activities and how these are accounted
for
In previous reporting periods (including the 2018 financial
statements for the period ended 5(th) January 2019), leases of
property, plant and equipment were classified as either finance or
operating leases. Payments made under operating leases (net of any
incentives received from the lessor) were charged to profit or loss
on a straight-line basis over the period of the lease.
From 6 January 2019, all leases (excluding short term or low
value leases) are recognised as a right-of-use asset and a
corresponding liability at the date at which the leased asset is
available for use by the Group. Each lease payment is allocated
between the liability and finance cost. The finance cost is charged
to profit or loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability
for each period. The right-of-use asset is depreciated over the
shorter of the asset's useful life and the lease term on a
straight-line basis.
Assets and liabilities arising from a lease are initially
measured on a present value basis. Lease liabilities include the
net present value of the following lease payments:
-- fixed payments less any lease incentives receivable
-- variable lease payment that are based on an index or a rate
-- payments of penalties for terminating the lease, if the lease
term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be determined, the
lessee's incremental borrowing rate is used, being the rate that
the lessee would have to pay to borrow the funds necessary to
obtain an asset of similar value in a similar economic environment
with similar terms and conditions.
Right-of-use assets are measured at cost comprising the
following:
-- the amount of the initial measurement of lease liability
-- any lease payments made at or before the commencement date
less any lease incentives received
-- any initial direct costs, and
-- restoration costs.
Under IFRS 16, right-of-use assets are tested for impairment in
accordance with IAS 36 impairment of assets. This replaces the
previous requirement to recognise a provision for onerous lease
contracts. However an onerous provision is still held on balance
sheet for onerous non-rental costs such as service charges on
leasehold properties, as these costs are outside of the scope of
IFRS 16. The impact of this is a reduction in the onerous lease
provision of GBP72m as at 6 January 2019.
Right-of-use assets were tested for impairment on transition
with the impact on the consolidated balance sheet included in the
figures shown in the table in section (i).
Payments associated with short-term leases and leases of
low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a
lease term of 12 months or less. Low-value assets comprise
IT-equipment and small items of office furniture.
Adjustments recognised on adoption - Lease liabilities
On adoption of IFRS 16, the Group recognised lease liabilities
in relation to leases which had previously been classified as
'operating leases' under the principles of IAS 17 Leases. These
liabilities were measured at the present value of the remaining
lease payments, discounted using the lessee's incremental borrowing
rate as of 6 January 2019. The weighted average lessee's
incremental borrowing rate applied to the lease liabilities on 6
January 2019 was 5.55%.
For leases previously classified as finance leases the entity
recognised the carrying amount of the lease asset and lease
liability immediately before transition as the carrying amount of
the right of use asset and the lease liability at the date of
initial application. The measurement principles of IFRS 16 are only
applied after that date.
GBPm
Operating lease commitments disclosed
as at 6 January 2019 2,160
Discounted using the lessee's incremental borrowing rate
of at the date of initial application 1,418
Add: finance lease liabilities recognised as at 6 January
2019 32
(Less): short-term leases recognised on a straight-line
basis as expense (4)
(Less): low-value leases recognised on a straight-line
basis as expense (3)
Add/(less): adjustments as a result of a different treatment
of extension and termination options 39
Lease liability recognised as
at 6 January 2019 1,482
Of which are:
Current lease liabilities 181
Non-current lease liabilities 1,301
Total 1,482
The lease liability recognised as at 6 January 2019 of GBP1,482m
is comprised of the additional lease liabilities brought onto
the balance sheet on the adoption of IFRS 16 of GBP1,450m and
finance lease liabilities that existed on the balance sheet prior
to the adoption of IFRS 16 of GBP32m.
Adjustments recognised on adoption - Right-of-use assets
The associated right-of-use assets for property leases were
measured on a retrospective basis as if the new rules had always
been applied. Other right-of use assets were measured at the amount
equal to the lease liability, adjusted by the amount of any prepaid
or accrued lease payments relating to that lease recognised in the
balance sheet as at 5 January 2019.
The recognised right-of-use assets relate to the following
types of assets:
4 January 6 January 2019
2020 GBPm
GBPm
Property 979 1,011
Plant & equipment 66 45
Total right-of-use assets 1,045 1,056
Adjustments recognised on adoption - practical expedients
applied
In applying IFRS 16 for the first time, the Group has used the
following practical expedients permitted by the standard:
-- the use of a single discount rate to a portfolio of leases
with reasonably similar characteristics
-- the accounting for operating leases with a remaining lease
term of less than 12 months as at 6 January 2019 as short-term
leases
-- the exclusion of initial direct costs for the measurement of
the right-of-use asset at the date of initial application, and
-- the use of hindsight in determining the lease term where the
contract contains options to extend or terminate the lease.
The Group has also elected not to reassess whether a contract
is, or contains a lease at the date of initial application.
Instead, for contracts entered into before the transition date the
Group relied on its assessment made applying IAS 17 and IFRIC 4
Determining whether an Arrangement contains a Lease.
Impact on lessor accounting
The Group subleases a number of properties. Under IFRS 16, an
intermediate lessor accounts for the head lease and the sublease as
two separate contracts. The intermediate lessor is required to
classify the sublease as a finance or operating lease by reference
to the right-of-use asset arising from the head lease (and not by
reference to the underlying asset as was the case prior to the
adoption of IFRS 16). Therefore, where the Group has subleased a
property for the remaining term of the head lease and on similar
terms to the head lease, the right-of-use asset is derecognised and
a finance lease receivable is recognised in its place.
The impact of IFRS 16 on the Groups subleases was the
recognition of a finance lease receivable of GBP69m on 6 January
2019. An allowance for lifetime expected credit losses has then
been recognised, as required by IFRS 9 which impairs the receivable
to GBP55m.
Going concern
The Directors have considered the Group's business activities,
together with the factors likely to affect its future development,
performance and position (as set out in the Stronger Co-op section
on). The Directors have also assessed the financial risks facing
the Group, its liquidity position and available borrowing
facilities. These are principally described in note 21 to the Group
accounts. In addition, notes 21 and 29 to the Group accounts also
include details of the Group's objectives, policies and processes
for managing its capital, its financial risk management objectives
and its financial instruments and hedging activities. The directors
have specifically considered the impact of Covid-19 as explained in
more detail in the Directors' Report.
In making their assessment the Directors have noted that the
consolidated group accounts show a net current liability position.
The Group meets its working capital requirements through a number
of separate funding arrangements, certain of which are provided
subject to continued compliance with certain covenants (Debt
Covenants). Profitability and cash flow forecasts for the Group,
prepared for the period to June 2021 (the forecast period), and
adjusted for sensitivities considered by the Board to be reasonably
possible in relation to both trading performance and cash flow
requirements, indicate that the Group will have sufficient
resources available within its current funding arrangements to meet
its working capital needs, and to meet its obligations as they fall
due. Sensitivities have been applied to the market conditions of
each of our trading businesses, as well as applying sensitivities
to our key strategic activities and in respect to the projected
impact of Covid-19.
After making all appropriate enquiries, the Directors have a
reasonable expectation that the Society and the Group have access
to adequate resources to enable them to continue in operational
existence for the foreseeable future. For this reason, they
continue to adopt the going concern basis in preparing the Group's
financial statements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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