EXHIBIT 99.1
YELL FINANCE B.V.
Please note:
o Acronyms and accounting standards are defined in the glossary (Appendix 5).
The relevant terms are in bold when first used; and
o References to "we", "us", "our", "Yell", the "Group" and the "Yell Group"
are to Yell Finance B.V., a company incorporated with limited liability
under the law of the Netherlands, and its consolidated subsidiaries.
RESTATEMENT OF FINANCIAL INFORMATION FOR FY 2005 AND THE TRANSITION TO
INTERNATIONAL ACCOUNTING STANDARDS AND INTERNATIONAL FINANCIAL REPORTING
STANDARDS AT 1 APRIL 2004.
Introduction
We have previously prepared our primary financial statements in our Annual
Report on Form 20-F under UK GAAP. From 1 April 2005 onwards we are required to
prepare our consolidated financial statements in accordance with International
Accounting Standards and International Financial Reporting Standards as endorsed
by the European Union. Our first IFRS (1) results will be the results for the
three months ended 30 June 2005. Our first full year financial statements
prepared under IFRS will be for the year ended 31 March 2006. The SEC has
adopted amendments to Form 20-F to provide a one-time accommodation relating to
financial statements prepared under IFRS for foreign private issuers registered
with the SEC. Under this accommodation we will publish consolidated comparative
financial statements for only one year in our 2006 Annual Report on Form 20-F.
Therefore, the date for transition to IFRS is 1 April 2004, this being the start
of the earliest period of comparative information.
To explain how this change affects our reported performance and financial
position, we have restated information previously published under UK GAAP into
what we would have published under IFRS with explanations as follows:
o Appendix 1 - Accounting policies as revised under IFRS
o Appendix 2 - Reconciliation of Equity at the transition date of 1 April
2004
o Appendix 3 - Profit, cash flow and equity for the three months ended 30
June 2004, the three and six months ended 30 September 2004 and the three
and nine months ended 31 December 2004 restated under IFRS, together with
separate reconciliations to the profit and equity previously published
under UK GAAP
o Appendix 4 - Profit, cash flow and equity for the year ended 31 March 2005
restated under IFRS, together with separate reconciliations to the profit
and equity published under UK GAAP
o Appendix 5 - Glossary of acronyms highlighted in bold in this document
- ------------------
(1) References to IFRS throughout this document, unless specified otherwise,
refer to the application of International Accounting Standards,
International Financial Reporting Standards and interpretations published
by the International Financial Reporting Interpretation Committee.
These financial statements have been prepared on the basis of preparation
outlined below.
BASIS OF PREPARATION
In preparing this IFRS information, we have used our best knowledge of the
expected standards and interpretations, fact and circumstances, and accounting
policies that will be applied when we prepare our first full IFRS financial
statements at 31 March 2006.
Although the IFRS information is based on our best knowledge of expected
standards and interpretations, and current facts and circumstances, these may
change. The expected standards and interpretations are subject to ongoing review
by the EU and the IASB may issue amended or additional standards or
interpretations. Therefore, until we prepare our first full IFRS financial
statements, the possibility cannot be excluded that the accompanying IFRS
financial information may have to be adjusted.
We have set out the accounting policies applied in preparing this financial
information in Appendix 1 and have assumed that, with the exception of IAS 39
and IFRIC 3 all existing standards in issue from the IASB and IFRIC will be
fully endorsed by the EU.
We have adopted the EU endorsed IASB standards and interpretations from 1 April
2005 with restatements of comparative information from 1 April 2004, excluding
comparative information in respect of IAS 32 and IAS 39 as permitted by IFRS 1.
We do not believe that the differences between IFRS and EU endorsed IFRS will be
material in the context of our financial statements.
Our understanding of the status of standards and EU endorsement is as follows:
o The EU has endorsed all International Financial Reporting Standards and all
International Accounting Standards as revised by the IASB before 31 May
2005, with the exception of the revisions to IAS 19 and IAS 39.
o The EU endorsed its own version of IAS 39, which is an altered version of
the standard as it was before the IASB issued amendments in December 2004.
We have adopted the EU endorsed standard from 1 April 2005.
o IFRIC has published five interpretations and the EU has endorsed only the
first. The group that provides advice to the EU has indicated that it is
unlikely to support a recommendation for endorsement of IFRIC 3.
The financial information included in this report is unaudited. Subject to EU
endorsement of outstanding standards and no further changes from the IASB and
IFRIC this information is expected to form the basis for comparative information
when reporting financial results during the 2006 financial year, and for
subsequent reporting periods.
EFFECT ON INFORMATION IN OUR OFR AND BASIC FINANCIAL STATEMENTS
The most significant items contributing to the changes in our financial
information are:
o Share-based payments - we record a fair value charge against profit in
respect of employee share options granted after 7 November 2002 and not
vested before 1 January 2005.
o Goodwill amortisation - we do not record a charge against profit, unless
goodwill is impaired or the benefit of a pre-acquisition net operating loss
is recognised for tax purposes.
o Taxation NOLs -when we recognise the tax benefit from net operating losses
on acquisitions by reducing our tax charge, we also charge an equal amount
against profit and loss to write down the value of goodwill.
o Taxation goodwill - we account for tax-allowable goodwill by reducing our
current tax payable for the relevant amount of allowable amortisation, but
also offset this benefit by recording a deferred tax liability.
o Acquired assets - we allocate the purchase price to acquired assets
including certain intangible assets that will be amortised. Acquired
directories in development are recorded in current intangibles at their
fair value instead of replacement cost, thus reducing the profit from an
acquired directory when it is first published after acquisition.
o Employee benefits - we recognise the net deficit or surplus on the defined
benefit pension scheme on the balance sheet, current service costs and
financing costs as a charge against profit, and other annual charges in the
balance sheet position net of employer contributions in equity.
Our turnover and operating cash flow, as defined for management purposes, are
not affected by these changes. We have indicated in the following grid each
element of profit that is affected.
- -------------------- ------------- -------------- ------------ ------------- ------------- -------------
SHARE-BASED GOODWILL ACQUIRED EMPLOYEE TAXATION - TAXATION -
PAYMENTS AMORTISATION ASSETS BENEFITS NOLS GOODWILL
- -------------------- ------------- -------------- ------------ ------------- ------------- -------------
EBITDA |X| |X| |X|
- -------------------- ------------- -------------- ------------ ------------- ------------- -------------
DEPRECIATION AND
AMORTISATION |X| |X| |X|
- -------------------- ------------- -------------- ------------ ------------- ------------- -------------
FINANCING COSTS |X|
- -------------------- ------------- -------------- ------------ ------------- ------------- -------------
TAXATION |X| |X| |X| |X|
- -------------------- ------------- -------------- ------------ ------------- ------------- -------------
PROFIT AFTER TAX |X| |X| |X| |X| |X| |X|
- -------------------- ------------- -------------- ------------ ------------- ------------- -------------
We compare the key half year and full year financial measures we use to manage
the business in the following table:
----------------------------- ----------------------------
HALF YEAR 2005 FULL YEAR 2005
UK GAAP IFRS UK GAAP IFRS
-------------- -------------- -------------- -------------
TURNOVER ((POUND)M) 604.6 604.6 1,285.3 1,285.3
ADJUSTED EBITDA ((POUND)M) (a) 206.0 201.2 402.8 393.0
OPERATING CASH FLOW ((POUND)M) (b) 170.6 170.6 347.2 347.2
CASH CONVERSION (%)(c) 82.8 84.8 86.2 88.3
PROFIT AFTER TAX ((POUND)M) 37.6 72.4 70.4 138.7
ADJUSTED PROFIT AFTER TAX ((POUND)M) (a) 45.6 80.4 93.2 161.5
(a) Adjusted items are stated before the effects of items that were called
exceptional under UK GAAP. These items in the 2005 financial year were
related to lawsuits associated with a YellowBook advertising campaign.
(b) Net cash inflow from operations before payments of items called exceptional
under UK GAAP, less capital expenditure.
(c) Operating cash flow as a percentage of adjusted EBITDA.
We have reconciled EBITDA and adjusted EBITDA to operating profit as follows:
----------------------------- ----------------------------
HALF YEAR 2005 FULL YEAR 2005
UK GAAP IFRS UK GAAP IFRS
-------------- -------------- -------------- -------------
(POUND)M (POUND)M (POUND)M (POUND)M
OPERATING PROFIT 132.1 174.0 244.7 327.7
DEPRECIATION AND AMORTISATION 61.1 14.4 121.6 28.8
-------------- -------------- -------------- -------------
193.2 188.4 366.3 356.5
EBITDA
COSTS OF LAWSUITS FROM YELLOWBOOK
ADVERTISING CAMPAIGN 12.8 12.8 36.5 36.5
-------------- -------------- -------------- -------------
ADJUSTED EBITDA 206.0 201.2 402.8 393.0
============== ============== ============== =============
EFFECT ON OUR CONSOLIDATED CASH FLOW STATEMENTS
Under UK GAAP, we previously presented the Consolidated Statements of Cash Flows
in accordance with FRS 1. Under FRS 1, cash comprised cash in hand and at bank
and overnight deposits. Under IFRS, cash and cash equivalents include cash and
short-term investments with original maturities of three months or less. These
definitions are not materially different in the context of our financial
statements.
Under FRS 1, we presented separately the cash generated from operations, returns
on investments and servicing of finance, taxation, capital expenditure and
financial investments, acquisitions and disposals, dividends paid to the
Company's shareholders, and financing. Under IFRS we have classified separately
the cash flows generated from operations and cash flows from, investing and
financing activities.
Cash flows in respect of interest and finance fees paid and taxation under FRS 1
have been included within operating activities under IFRS.
Operating cash flow as defined by management to monitor the business is not
affected by IFRS. The following table reconciles cash flow from operations under
IFRS to operating cash flow:
------------------------- --------------------------
HALF YEAR 2005 FULL YEAR 2005
UK GAAP IFRS UK GAAP IFRS
------------ ------------ ------------- ------------
(POUND)M (POUND)M (POUND)M (POUND)M
CASH GENERATED FROM OPERATIONS 170.3 170.3 355.1 355.1
CASH PAYMENTS FOR EXCEPTIONAL COSTS INCLUDED IN
OPERATING PROFIT 9.0 9.0 13.6 13.6
EMPLOYEE COSTS FUNDED BY AN INCREASE IN
LONG-TERM DEBT - - 2.5 2.5
PURCHASE OF TANGIBLE FIXED ASSETS, NET OF SALES
PROCEEDS (8.7) (8.7) (24.0) (24.0)
------------ ------------ ------------- ------------
OPERATING CASH FLOW 170.6 170.6 347.2 347.2
============ ============ ============= ============
TRANSITIONAL ARRANGEMENTS
The rules for first-time adoption of IFRS are set out in IFRS 1. In general a
company is required to determine its IFRS accounting policies and apply these
retrospectively to determine its opening balance sheet under IFRS. The standard
allows a number of exemptions and exceptions to this general principle to assist
companies as they make the transition to reporting under IFRS. We have included
below descriptions of only those exemptions that we are using.
CHANGES IN ACCOUNTING POLICIES
A summary of our accounting policies under IFRS is provided in Appendix 1.
Changes to our financial information are quantified by standard in Appendix 2
for the opening balance sheet at 1 April 2004, Appendix 3 for the first three ,
six and nine months of the financial year ended 31 March 2005, and Appendix 4
for the financial year ended 31 March 2005.
We describe below the significant changes in our policies listed by IFRS,
together with associated transitional arrangements.
IFRS 2 Share-based Payments
In accordance with IFRS 2, we recognised a charge to income representing the
fair values of outstanding equity settled employee share based payment awards in
the shares of our parent company, Yell Group plc, granted since 7 November 2002
(the effective date of IFRS 2) and not yet vested at 1 January 2005 to our
employees under various schemes. All options granted on or since our parent
company's IPO are accounted for under IFRS 2. We calculated the fair values
using the Black-Scholes options valuation model and we charged those values to
income over the relevant option vesting periods, adjusted to reflect actual and
expected levels of vesting. We accounted for all options granted before our
parent company's IPO at their intrinsic value on the date of grant. There were
no options granted in the period from 7 November 2002 until our IPO that remain
unvested at 1 January 2005.
The (pound)3.1 million reduction in EBITDA for financial year 2005 is offset by
a deferred tax credit of (pound)1.1 million. For the six months ended 30
September 2004 there is an additional charge of (pound)1.4 million and
associated deferred tax credit of (pound)0.5 million.
IAS 19 Employee Benefits
One of the options under IAS 19, which we are taking, allows separate
recognition of the operating and financing costs of defined benefit pension
schemes in the profit and loss statement. The standard also permits a number of
options for the recognition of actuarial gains and losses. Our policy is to
recognise any variations in full immediately in equity, as would have been
required under FRS 17. The option to account for actuarial gains and losses in
this way is part of the revision to IAS 19 that the EU has not yet endorsed. The
amendment to IAS 19 is effective from 1 January 2006 with earlier adoption
allowed. We are applying the revised standard voluntarily from the transition
date of 1 April 2004. We note that IAS 19 requires a slightly lower valuation of
scheme assets than the valuation under FRS 17.
The additional charges under IFRS are in comparison to amounts recorded in
accordance with SSAP 24 under UK GAAP. The additional charges for financial year
2005 of (pound)6.7 million reducing EBITDA and (pound)2.3 million increasing
finance costs are offset by a deferred tax benefit of (pound)2.7 million. For
the six months ended 30 September 2004 there is an additional charge against
EBITDA of (pound)3.4 million and additional finance charge of (pound)1.2 million
offset by an associated deferred tax benefit of (pound)1.4 million.
We recognised a pension liability of (pound)66.8 million in our IFRS opening
balance sheet at 1 April 2004, (pound)71.3 million at 30 September 2004 and
(pound)99.7 million at 31 March 2005. Our overall adjustments for IAS 19 reduced
net assets by (pound)47.1 million in our opening balance sheet at 1 April 2004,
(pound)50.2 million at 30 September 2004 and (pound)76.1 million at 31 March
2005.
IFRS 3 Business Combinations
IFRS 3 prohibits merger accounting and the amortisation of goodwill. The
standard requires goodwill to be carried at cost with impairment reviews both
annually and when there are indications that the carrying value may not be
recoverable. IFRS 3 requires certain intangible assets to be recognised at the
date of acquisition and to be amortised on a systematic basis over their
economic lives (discussed under IAS 38 below). It also requires that the fair
value instead of replacement cost is attributed to the directories in
development purchased in an acquisition.
For purposes of this discussion we have excluded the effects of accounting for
the subsequent recognition of tax benefits from acquired net operating losses
and the accounting for tax allowable goodwill amortisation. These effects are
set out in the paragraphs describing IAS 12 below.
Under the transitional arrangements of IFRS 1, a company has the option of
applying IFRS 3 prospectively from the transition date. We have chosen this
option rather than restating all previous business combinations. The effects of
IFRS 3 and the associated transitional arrangements on our financial information
are as follows:
o all prior business combination accounting is frozen at the transition date,
1 April 2004; and
o the value of goodwill is frozen at that date and associated goodwill
amortisation previously reported under UK GAAP for the 2005 financial year
is removed for IFRS restatements.
We have eliminated the goodwill amortisation charge of (pound)98.6 million for
the financial year 2005 (excluding the adjustments described under IAS 12 below)
and of (pound)49.6 million for the six months ended 30 September 2004.
Our adjustments to goodwill and taxation for IFRS 3, before taking into account
the adjustments under IAS 12 described below, had nil effect in our opening
balance sheet at 1 April 2004. These adjustments increased our net assets by
(pound)49.6 million at 30 September 2004 and (pound)98.6 million at 31 March
2005.
IAS 38 Intangible Assets
Under IAS 38 the policy on intangible assets is to capitalise all such assets
where they meet the criteria specified within IAS 38. Under the transitional
arrangements of IFRS 1, where these assets would only have been recorded as part
of an acquisition under IFRS 3 we have the option of recording these assets
prospectively from the transition date. We have chosen this option rather than
restating all previous business combinations.
Under UK GAAP, we reported internally developed software and software licenses
as a tangible fixed asset. For IFRS we have reclassified (pound)9.7 million from
tangible fixed assets to intangible fixed assets in our opening balance sheet at
1 April 2004, (pound)8.4 million at 30 September 2004, and (pound)7.7 million at
31 March 2005. These reclassifications do not affect the profit and loss account
in any period.
IAS 12 Income Taxes
IAS 12 requires separate disclosure of deferred tax assets and liabilities on
the Group's balance sheet. We reclassified deferred tax credits of (pound)37.8
million in our opening balance sheet at 1 April 2004 and at 30 September 2004,
and (pound)30.7 million at 31 March 2005 that had offset deferred tax assets
under UK GAAP.
We have increased the tax charge under IFRS by (pound)11.7 million for the
financial year 2005 and by (pound)5.8 million for the six months ended 30
September 2004. The associated tax effects arise from treating the amount of tax
allowable goodwill amortisation as an immediate benefit to current tax payable
offset by a deferred liability that only crystallises if the goodwill is
impaired or the business is sold under IFRS, whereas under UK GAAP we recognised
the benefit as a reduction in the tax charge.
The standard further requires that we adjust goodwill and post a charge against
profits when we recognise previously unrecognised deferred tax assets arising
from acquired net operating losses. We have reported an amortisation charge of
(pound)5.8 million for the financial year 2005 and of (pound)2.9 million for the
six months ended 30 September 2004. The charges to goodwill amortisation reduce
our net assets by (pound)29.5 million at 1 April 2004, (pound)32.9 million at 30
September 2004 and (pound)34.4 million at 31 March 2005.
Our effective tax rate under IFRS in the financial year ended 31 March 2005 is
30.8%. We have used this rate for intraperiod tax allocations when restating our
profits under IFRS for the interim periods in the 2005 financial year. By
applying this effective tax rate in the six months ended 30 September 2004 we
have decreased the tax charge by (pound)0.2 million and increased net assets at
30 September 2004 by (pound)0.2 million. We believe this will result in the most
meaningful comparisons of our financial results when reporting interim figures
in the 2006 financial year. This allocation has no effect on the full year tax
charges for the financial year ended 31 March 2005.
IAS 32 and IAS 39 Financial Instruments
IAS 32 and IAS 39 address the accounting for, and financial reporting of,
financial instruments. IAS 32 covers disclosure and presentation whilst IAS 39
covers recognition and measurement. The general principle of IAS 39 is that
financial instruments should be recognised in accordance with their
classification. Accounting for the movements in fair value is dependant on the
designation of the relevant financial instrument. Financial instruments used to
fix our floating interest rates and US dollar denominated bonds used as a
natural hedge against our US dollar denominated investments have to be
documented as hedges and tested for effectiveness on a quarterly basis before we
can account for them as hedges.
We have applied IAS 32 and IAS 39 from 1 April 2005, having applied the
exemption permitted by IFRS 1 allowing us to present comparative information
under the previous UK GAAP. Therefore, these standards do not affect the periods
covered by this report. Furthermore, we believe that we had all the required
documentation in place by 31 March 2005 allowing us to achieve the same hedge
accounting in future periods that we previously achieved under UK GAAP.
Conclusion
The IFRS information in this release has been prepared under the basis of
preparation set out above. The most significant effects of the transition to
IFRS upon the restated financial information arise from the discontinuation of
goodwill amortisation. Net assets are also affected, but there is no effect upon
the underlying cash balances within the business.
The financial information presented above contains details of the transitional
adjustments required to restate the Group's financial information under IFRS .
Future presentation of restated financial information may be in a different
format.
The transitional adjustments presented have been calculated on the basis of the
specific facts of the transaction and should not be used as indicators of future
adjustments between UK GAAP and IFRS that will be required, due to the risk and
uncertainty surrounding events in the future.
The preliminary financial information set out on pages 16 to 34 do not
constitute the company's statutory accounts for the year ended 31 March 2005.
The information labelled as audited was extracted from accounts that we prepared
under UK GAAP in accordance with the Companies Act 1985 and on which Yell's
auditor reported. The auditor's reports were unqualified and did not contain
statements under section 237(2) or (3) of the Companies Act 1985. We have
delivered the accounts for the year ended 31 March 2004 to the SEC, and we will
deliver those for the year ended 31 March 2005 in due course.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
- --------------------------------------------------------------------------------
In order to utilise the `Safe Harbor' provisions of the United States Private
Securities Litigation Reform Act of 1995, we are providing the following
cautionary statement. These preliminary financial statements contain
forward-looking statements with respect to the financial condition, results of
operations and businesses of Yell. By their nature, forward-looking statements
and forecasts involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from that expressed or implied by these forward-looking statements. You should
read the section entitled "Risk Factors" in our annual report on Form 20-F filed
with the US Securities and Exchange Commission (the "SEC") on 13 June 2005 for a
discussion of some of these factors. We undertake no obligation publicly to
update or revise any forward-looking statements, except as may be required by
law.
Appendix 1 provides a summary of Yell's accounting policies under IFRS from
1 April 2005. We have indicated with an asterisk (*) those policies we changed
on the transition to IFRS.
ACCOUNTING POLICIES
BASIS OF ACCOUNTING
As set out on page 2 in the Basis of Preparation, the restated financial
information for the financial year ended 31 March 2005, the six months ended 30
September 2004, and the opening balance sheet at 1 April 2004, have been
prepared in accordance with International Accounting Standards (IAS) and
International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board as endorsed, or expected to be endorsed, by the
European Union.
IFRS TRANSITIONAL ARRANGEMENTS AND EARLY ADOPTION
When preparing the Group's IFRS balance sheet at 1 April 2004, the date of
transition, the following optional exemptions from full retrospective
application of IFRS accounting policies have been adopted:
o Business combinations - the provisions of IFRS 3 have been applied
prospectively from 1 April 2004; and
o Employee benefits - the accumulated actuarial gains and losses in respect
of employee defined benefit plans have been recognised in full through
reserves.
The Group has chosen to restate comparative information with respect to IFRS 2.
The Group has also opted to adopt the revised IAS 19 early, allowing actuarial
gains or losses to be charged to reserves in the period in which they arise.
ACCOUNTING POLICIES
We consider the following to be the most important accounting policies in the
context of the Group's operations.
(a) Turnover
Group turnover, after deduction of sales allowances, value added tax and other
sales taxes, comprises the value of products provided by Group undertakings.
Turnover from classified directories, Business Pages and other directories,
mainly comprising advertising revenue, is recognised in the profit and loss
account upon completion of delivery to the users of the directories. Other
turnover, principally from Yellow Pages 118 24 7 and Yell.com, is recognised
from the point at which service is first provided over the life of the contract.
(b) Cost of sales
Cost of sales are the costs incurred in developing directories and other Group
products, including costs of the sales force , artwork and other directory
production and development costs, as well as appropriate overheads dedicated to
the development of the directories. Charges for doubtful debts are also included
within cost of sales. These are calculated by estimating future cash flows from
sales-related debtors on the basis of historical loss experience
(c) Advertising
The Group expenses the costs of advertising its products and services as the
costs are incurred.
(d) Interest
Interest payable is recognised on an effective interest rate basis.
(e) Foreign currencies
On consolidation, the assets and liabilities of foreign undertakings are
translated into sterling at year-end exchange rates. The results of foreign
undertakings are translated into sterling at average rates of exchange for the
period to the extent that these rates approximate the actual rates.
Exchange differences arising from the retranslation at period-end exchange rates
of the net investment in foreign undertakings, and on borrowings designated as
hedges of such investments, are taken to reserves through the statement of
recognised income and expense.
All other exchange gains or losses are dealt with through the profit and loss
account.
(f) Goodwill and other intangible fixed assets *
On the acquisition of a business, fair values are attributed to the net assets
acquired. These net assets may include software development costs, brand names,
and customer relationships, all of which are recorded as intangible assets and
held at cost less accumulated amortisation. Software is amortised on a straight
line basis over its useful economic life, which does not generally exceed four
years. Brand names are amortised on a straight line basis over their useful
economic lives, which do not exceed 40 years. Customer relationships are
amortised on a basis that takes into account the estimated customer retention
rate at the date of acquisition. The useful economic lives of customer
relationships do not generally exceed eight years. The amortisation period and
method are reviewed and adjusted, if appropriate, at each balance sheet date.
Goodwill arising from the purchase of subsidiary undertakings represents the
excess of the fair value of the purchase consideration over the fair value of
the net assets. Goodwill arising on acquisitions is capitalised and is subject
to impairment review, both annually from the date of transition onwards and when
there are indications that the carrying value may not be recoverable. Goodwill
is carried at cost less accumulated impairment losses.
Prior to 1 April 2004, goodwill was amortised over its estimated useful life (20
years); such amortisation ceased on 31 March 2004.
(g) Tangible fixed assets *
Tangible fixed assets are stated at historical cost less depreciation. Cost
comprises the purchase price and any other costs of bringing an asset into use.
Depreciation is provided on tangible fixed assets on a straight line basis from
the time they are available for use, so as to write off their costs over their
estimated useful economic lives taking into account any expected residual
values.
Reviews are made annually of the estimated remaining lives and residual values
of individual productive assets and adjusted prospectively, if appropriate,
taking account of commercial and technological obsolescence as well as normal
wear and tear. Under this policy it becomes impractical to calculate average
assets lives exactly. However, total lives range from approximately 10 to 40
years for buildings and two to six years for plant and equipment.
(h) Asset impairment*
Intangible assets, other than goodwill, and tangible fixed assets are tested for
impairment when an event that might affect asset values has occurred. An
impairment loss is recognised to the extent that the carrying amount cannot be
recovered either by selling the asset or by the discounted future earnings from
operating the assets. Goodwill is subject to an annual impairment review, with
the first review at the end of the financial year in which the acquisition took
place, and at any other time when the directors believe that impairment may have
occurred.
(i) Leased assets
Rentals in respect of operating leases, under which substantially all the
benefits and risks of ownership remain with the lessor, are charged to the
profit and loss account on a straight-line basis over the life of the lease.
Assets held under finance leases where substantially all the benefits and risks
of ownership are transferred to the Group are capitalised in the balance sheet
as tangible fixed assets at the present value of the minimum lease payments
payable during the lease term and depreciated over the shorter of their useful
economic lives or the lease term. The capital element of future obligations
under leases is included as a liability in the consolidated balance sheets,
classified as appropriate as a creditor due within or after one year. Lease
payments are split between capital and interest elements using the annuity
method and the interest is then charged to the profit and loss account.
(j) Directories in development *
The cost of directories in development is recognised as a current asset where
the directory is intended to be completed and where the costs directly
attributable to the development of the directory can be measured reliably. Where
directories are launched on a non-paid basis the costs are expensed as incurred.
The development costs mainly comprise the direct costs of the sales force
dedicated to procuring adverts and creating the content for directories, artwork
and other directory production and development costs, including appropriate
directly attributable overheads. The asset is amortised to cost of sales on
completion of delivery of the relevant directory when the related turnover is
recognised.
(k) Employee benefits *
The Group expenses employee benefits as employees render the services that give
rise to the benefits in accordance with IAS 19 "Employee Benefits".
The Group currently operates a defined benefit pension scheme for its UK
employees employed before 1 October 2001 and operates defined contribution
pension schemes for its UK employees employed subsequent to 1 October 2001 and
its US employees. All pension schemes, except for a small unfunded unapproved
plan, are independent of the Group's finances. Actuarial valuations of the
defined benefit scheme are carried out as determined by the trustees at
intervals of not more than three years, the rates of contribution payable and
the pension cost being determined on the advice of the actuaries, having regard
to the results of these valuations. In any intervening years, the actuaries
review the continuing appropriateness of the contribution rates.
The balance sheet includes the surplus/deficit in the defined benefit scheme
taking assets at their year-end market values and liabilities at their
actuarially calculated values discounted at the year-end AA corporate bond
interest rates. The cost of benefits accruing during the year in respect of
current and past service is charged against operating profit. The expected
return on the schemes' assets and the increase in the present value of the
schemes' liabilities arising from the passage of time are included in other
finance income. Actuarial gains and losses are recognised immediately in the
statement of recognised income and expense.
Payments to the Group's defined contribution schemes are charged against profit
as incurred.
(l) Employee share schemes *
The fair value of employee share based payments is calculated using the
Black-Scholes model. In accordance with IFRS 2 "Share-based Payments" the
resulting cost is charged against profit and loss over the vesting period of the
awards. The value of the charge is adjusted to reflect expected and actual
levels of options vesting. When the ESOP trust acquires and holds shares of the
Company, the Group presents them as an investment in its parent company, Yell
Group plc.
(m) Taxation *
The charge (credit) for taxation is based on the profit (loss) for the period
and takes into account deferred taxation where transactions or events give rise
to temporary differences between the treatment of certain items for taxation and
for accounting purposes. Provision is made in full for deferred tax liabilities.
Deferred tax assets are recognised to the extent that it is probable that future
taxable profit will be available against which the benefit can be realised.
Deferred tax is measured at the tax rates that are expected to apply in the
periods in which the temporary differences are expected to reverse, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax assets and liabilities are not discounted.
No provision is made for unremitted earnings of foreign subsidiaries or
temporary differences relating to investments in subsidiaries since realisation
of such differences can be controlled and is not probable in the foreseeable
future.
(n) Financial instruments *
Financial instruments are recorded initially at fair value. Subsequent
measurement depends on the designation of the instrument, as follows:
o Fixed deposits, comprising principally funds held with banks and other
financial institutions are classified as receivables, and short-term
borrowings and overdrafts are classified as loans. They are held at
amortised cost.
o Derivatives, comprising interest rate swaps and foreign exchange contracts,
are classified as held for trading to the extent that they are not
effective cash flow hedges and are measured at fair value with changes in
value taken to the profit and loss account.
o All borrowings are initially stated at the fair value of consideration
received after deduction of issue costs. Issue costs are charged to the
profit and loss account together with the coupon, as finance costs, using
the effective interest rate method over the term of the borrowings, or over
a shorter period where earlier repayment is possible. Borrowings are held
at amortised cost.
Before 1 April 2005, the Group considered its derivative financial instruments
to be hedges when certain criteria were met. For interest rate derivatives, the
instrument must have been related to assets or liabilities or a probable
commitment and must have also changed the interest rate or the nature of the
interest rate by converting a variable rate to a fixed rate or vice versa.
Interest differentials under interest rate swap agreements were recognised by
adjustment of interest payable.
Changes in the fair value of derivatives after 1 April 2005 are taken to
reserves to the extent that such movements are deemed to be an effective cash
flow hedge of our interest charges. Amounts deferred in reserves are recognised
in the profit and loss in the same period during which the interest charge on
the underlying debt affects profit and loss. On disposal of the related
underlying instrument, the accumulated changes in fair value recorded in
reserves are included in the gain or loss recorded in the income statement.
All other changes in the fair value of available for sale financial instruments
are taken to the profit and loss account.
(o) Contingent liabilities *
Through the normal course of business, Yell is involved in legal disputes, the
settlement of which may involve cost to the Group. These costs are accrued where
settlement is agreed and associated costs can be reliably estimated.
Yell Finance BV Opening Balance Sheet at 1 April 2004
RECONCILIATION OF EQUITY
Opening balance sheet reconciliation
Appendix 2
PREVIOUSLY IFRS 2
REPORTED SHARE IAS 12 IAS 19 IAS 38 RESTATED
AT 1 APRIL 2004 UNDER BASED INCOME EMPLOYEE INTANGIBLE UNDER
UK GAAP PAYMENTS TAXES BENEFITS ASSETS IFRS
---------------- --------------- -------------- ------------- ------------ -------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(AUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NON CURRENT ASSETS
Intangible assets 1,725.3 (29.5) 9.7 1,705.5
Tangible assets 45.9 (9.7) 36.2
Investment 7.6 7.6
Deferred tax assets - 6.3 72.5 19.9 98.7
---------------- --------------- -------------- ------------- ------------ -------------
TOTAL NON CURRENT ASSETS 1,778.8 6.3 43.0 19.9 - 1,848.0
---------------- --------------- -------------- ------------- ------------ -------------
CURRENT ASSETS
Inventories 4.7 4.7
Directories in development 147.2 147.2
Debtors 460.6 (34.7) (0.2) 425.7
Cash at bank and in hand 18.4 18.4
---------------- --------------- -------------- ------------- ------------ -------------
TOTAL CURRENT ASSETS 630.9 - (34.7) (0.2) - 596.0
---------------- --------------- -------------- ------------- ------------ -------------
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR
Loans and other borrowings (127.7) (127.7)
Corporation tax (16.2) (16.2)
Other creditors (214.8) (214.8)
---------------- --------------- -------------- ------------- ------------ -------------
TOTAL CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR (358.7) - - - - (358.7)
---------------- --------------- -------------- ------------- ------------ -------------
Net current assets 272.2 - (34.7) (0.2) - 237.3
---------------- --------------- -------------- ------------- ------------ -------------
TOTAL ASSETS LESS CURRENT LIABILITIES 2,051.0 6.3 8.3 19.7 - 2,085.3
CREDITORS: AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
Loans and other borrowings (1,987.1) (1,987.1)
Deferred tax creditor - (37.8) (37.8)
Retirement benefit obligations - (66.8) (66.8)
---------------- --------------- -------------- ------------- ------------ -------------
NET ASSETS (LIABILITIES) 63.9 6.3 (29.5) (47.1) - (6.4)
================ =============== ============== ============= ============ =============
CAPITAL AND RESERVES
Called up share capital 0.1 0.1
Share premium account 305.4 305.4
Foreign currency reserve (102.7) (102.7)
Profit and loss account deficit (138.9) 6.3 (29.5) (47.1) (209.2)
---------------- --------------- -------------- ------------- ------------ -------------
EQUITY SHAREHOLDERS' FUNDS (DEFICIT) 63.9 6.3 (29.5) (47.1) - (6.4)
================ =============== ============== ============= ============ =============
Yell Finance BV consolidated profit and loss for each of the first three
quarters of the 2005 financial year
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 3
Under IFRS
3 MONTHS ENDED 6 MONTHS ENDED 3 MONTHS ENDED 9 MONTHS ENDED 3 MONTHS ENDED
30 JUNE 2004 30 SEPTEMBER 2004 30 SEPTEMBER 2004 31 DECEMBER 2004 31 DECEMBER 2004
---------------------------------------------------------------------------------------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
TURNOVER 280.9 604.6 323.7 897.9 293.3
Cost of Sales (127.8) (271.6) (143.8) (410.6) (139.0)
---------------- --------------- --------------- --------------- ---------------
GROSS PROFIT 153.1 333.0 179.9 487.3 154.3
---------------- --------------- --------------- --------------- ---------------
Distribution costs (8.3) (17.7) (9.4) (26.1) (8.4)
ADMINISTRATIVE COSTS
Ordinary (64.6) (128.5) (63.9) (203.9) (75.4)
Costs of exceptional lawsuits - (12.8) (12.8) (12.8) -
---------------- --------------- --------------- --------------- ---------------
(64.6) (141.3) (76.7) (216.7) (75.4)
---------------- --------------- --------------- --------------- ---------------
OPERATING PROFIT 80.2 174.0 93.8 244.5 70.5
Net interest payable (33.3) (69.3) (36.0) (96.8) (27.5)
---------------- --------------- --------------- --------------- ---------------
PROFIT ON ORDINARY ACTIVITES
BEFORE TAXATION 46.9 104.7 57.8 147.7 43.0
TAXATION
Ordinary (14.3) (37.1) (22.8) (50.4) (13.3)
Costs of exceptional lawsuits - 4.8 4.8 4.8 -
---------------- --------------- --------------- --------------- ---------------
(14.3) (32.3) (18.0) (45.6) (13.3)
---------------- --------------- --------------- --------------- ---------------
PROFIT FOR THE FINANCIAL PERIOD 32.6 72.4 39.8 102.1 29.7
================ =============== =============== =============== ===============
Yell Finance BV consolidated Cash Flows for each of the first three quarters of
the 2005 financial year
CONSOLIDATED CASH FLOW STATEMENTS Appendix 3
3 MONTHS ENDED 6 MONTHS ENDED 3 MONTHS ENDED 9 MONTHS ENDED 3 MONTHS ENDED
UNDER IFRS 30 JUNE 30 SEPTEMBER 30 SEPTEMBER 31 DECEMBER 31 DECEMBER
2004 2004 2004 2004 2004
---------------- --------------- --------------- ---------------- ---------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NET CASH INFLOW FROM OPERATING ACTIVITIES
Cash generated from operations 74.1 170.3 96.2 260.7 90.4
Interest paid (15.4) (38.9) (23.5) (50.2) (11.3)
Interest received 0.3 0.5 0.2 0.8 0.3
Income tax paid (5.3) (14.8) (9.5) (21.5) (6.7)
---------------- --------------- --------------- ---------------- ---------------
Net cash generated from operating activities 53.7 117.1 63.4 189.8 72.7
---------------- --------------- --------------- ---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of shares in parent company - - - (6.6) (6.6)
Purchases of tangible fixed assets (3.7) (8.7) (5.0) (15.6) (6.9)
---------------- --------------- --------------- ---------------- ---------------
Net cash used in investing activities (3.7) (8.7) (5.0) (22.2) (13.5)
---------------- --------------- --------------- ---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of borrowings (22.5) (85.5) (63.0) (115.4) (29.9)
---------------- --------------- --------------- ---------------- ---------------
Net cash used in financing activities (22.5) (85.5) (63.0) (115.4) (29.9)
---------------- --------------- --------------- ---------------- ---------------
NET INCREASE (DECREASE) IN CASH
AND BANK OVERDRAFTS 27.5 22.9 (4.6) 52.2 29.3
Cash and bank overdrafts at
beginning of the period 18.4 18.4 47.7 18.4 41.8
Exchange gains (losses) on
cash and bank overdrafts 1.8 0.5 (1.3) (2.1) (2.6)
---------------- --------------- --------------- ---------------- ---------------
CASH AND BANK OVERDRAFTS AT END
OF THE PERIOD 47.7 41.8 41.8 68.5 68.5
================ =============== =============== ================ ===============
CASH GENERATED FROM OPERATIONS
Profit for the period 32.6 72.4 39.8 102.1 29.7
Adjustments for:
Tax 14.3 32.3 18.0 45.6 13.3
Depreciation of tangible fixed assets 4.0 7.7 3.7 11.5 3.8
Depreciation of software costs 1.7 3.8 2.1 5.6 1.8
Goodwill adjustment arising from previously
unrecognised tax benefits 1.5 2.9 1.4 4.4 1.5
Interest income (0.3) (0.5) (0.2) (0.8) (0.3)
Interest expense 33.6 69.8 36.2 97.6 27.8
Changes in working capital :
Inventories and directories in development (15.4) (27.1) (11.7) (40.2) (13.1)
Trade and other receivables 25.1 (2.9) (28.0) 18.2 21.1
Trade and other payables (24.3) 9.3 33.6 12.6 3.3
Other 1.3 2.6 1.3 4.1 1.5
---------------- --------------- --------------- ---------------- ---------------
CASH GENERATED FROM OPERATIONS 74.1 170.3 96.2 260.7 90.4
================ =============== =============== ================ ===============
Yell Finance BV consolidated Balance Sheets at 30 June, 30 September and 31
December 2004
CONSOLIDATED BALANCE SHEET Appendix 3
AT 30 JUNE AT 30 SEPTEMBER AT 31 DECEMBER
UNDER IFRS 2004 2004 2004
--------------------- ----------------------- ---------------------
(POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED)
NON CURRENT ASSETS
Intangible assets 1,712.3 1,711.6 1,671.1
Tangible assets 34.1 33.4 35.2
Investment 7.4 7.6 13.0
Deferred tax assets 97.4 92.0 89.2
--------------------- ----------------------- ---------------------
TOTAL NON CURRENT ASSETS 1,851.2 1,844.6 1,808.5
--------------------- ----------------------- ---------------------
CURRENT ASSETS
--------------------- ----------------------- ---------------------
Inventories 7.7 8.3 7.8
Directories in development 159.9 171.9 179.2
Debtors 404.2 421.0 394.0
Cash at bank and in hand 47.7 41.8 68.5
--------------------- ----------------------- ---------------------
TOTAL CURRENT ASSETS 619.5 643.0 649.5
--------------------- ----------------------- ---------------------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Loans and other borrowings (105.2) (174.0) (145.3)
Corporation tax (18.2) (18.4) (17.6)
Other creditors (194.8) (214.9) (223.2)
--------------------- ----------------------- ---------------------
TOTAL CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (318.2) (407.3) (386.1)
--------------------- ----------------------- ---------------------
NET CURRENT ASSETS 301.3 235.7 263.4
--------------------- ----------------------- ---------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 2,152.5 2,080.3 2,071.9
CREDITORS: AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
Loans and other borrowings (1,706.2) (1,587.7) (1,570.2)
Deferred tax creditor (41.9) (46.9) (49.9)
Retirement benefit obligations (69.0) (71.3) (73.6)
--------------------- ----------------------- ---------------------
NET ASSETS 335.4 374.4 378.2
===================== ======================= =====================
CAPITAL AND RESERVES
Called up share capital 0.1 0.1 0.1
Share premium account 605.4 605.4 605.4
Foreign currency reserve (95.7) (94.9) (123.9)
Profit and loss account deficit (174.4) (136.2) (103.4)
--------------------- ----------------------- ---------------------
EQUITY SHAREHOLDERS' FUNDS 335.4 374.4 378.2
===================== ======================= =====================
Yell Finance B.V. consolidated statements of recognised income and expense for
each of the first three quarters of the 2005 financial year
STATEMENTS OF RECOGNISED INCOME AND EXPENSE Appendix 3
3 MONTHS ENDED 6 MONTHS ENDED 3 MONTHS ENDED 9 MONTHS ENDED 3 MONTHS ENDED
30 JUNE 30 SEPTEMBER 30 SEPTEMBER 31 DECEMBER 31 DECEMBER
2004 2004 2004 2004 2004
---------------- --------------- --------------- ---------------- ----------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
PROFIT FOR THE PERIOD 32.6 72.4 39.8 102.1 29.7
---------------- --------------- --------------- ---------------- ----------------
Exchange differences on translation of
foreign operations 7.0 7.8 0.8 (21.2) (29.0)
Change in stock option tax benefit
arising from change in parent's share price 1.5 (0.9) (2.4) 1.3 2.2
---------------- --------------- --------------- ---------------- ----------------
Net gains (losses) not recognised in
income statement 8.5 6.9 (1.6) (19.9) (26.8)
---------------- --------------- --------------- ---------------- ----------------
TOTAL RECOGNISED INCOME FOR THE PERIOD 41.1 79.3 38.2 82.2 2.9
================ =============== =============== ================ ================
Yell Finance BV consolidated profit and loss for the three months ended 30 June
2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 3
THREE MONTHS ENDED 30 JUNE 2004 PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
----------------- -------------- -------------- -------------- ------------------- -------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
TURNOVER 280.9 280.9
Cost of Sales (127.8) (127.8)
----------------- -------------- -------------- -------------- ------------------- -------------
GROSS PROFIT 153.1 - - - - 153.1
Distribution costs (8.3) (8.3)
Administrative costs (85.5) (0.7) (1.5) (1.7) 24.8 (64.6)
----------------- -------------- -------------- -------------- ------------------- -------------
OPERATING PROFIT 59.3 (0.7) (1.5) (1.7) 24.8 80.2
Net interest payable (32.7) (0.6) (33.3)
----------------- -------------- -------------- -------------- ------------------- -------------
PROFIT ON ORDINARY
ACTIVITES BEFORE TAXATION 26.6 (0.7) (1.5) (2.3) 24.8 46.9
Taxation (12.2) (0.8) 0.9 0.7 (2.9) (14.3)
----------------- -------------- -------------- -------------- ------------------- -------------
PROFIT FOR THE
FINANCIAL PERIOD 14.4 (1.5) (0.6) (1.6) 21.9 32.6
================= ============== ============== ============== =================== =============
Yell Finance BV consolidated profit and loss for the six months ended 30
September 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 3
SIX MONTHS ENDED 30 SEPTEMBER 2004 PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
------------- -------------- ------------- -------------- ------------------ --------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
TURNOVER 604.6 604.6
Cost of Sales (271.6) (271.6)
------------- -------------- ------------- -------------- ------------------ --------------
GROSS PROFIT 333.0 - - - - 333.0
------------- -------------- ------------- -------------- ------------------ --------------
Distribution costs (17.7) (17.7)
ADMINISTRATIVE COSTS
Ordinary (170.4) (1.4) (2.9) (3.4) 49.6 (128.5)
Costs of exceptional lawsuits (12.8) (12.8)
------------- -------------- ------------- -------------- ------------------ --------------
(183.2) (1.4) (2.9) (3.4) 49.6 (141.3)
------------- -------------- ------------- -------------- ------------------ --------------
OPERATING PROFIT 132.1 (1.4) (2.9) (3.4) 49.6 174.0
Net interest payable (68.1) (1.2) (69.3)
------------- -------------- ------------- -------------- ------------------ --------------
PROFIT ON ORDINARY ACTIVITES
BEFORE TAXATION 64.0 (1.4) (2.9) (4.6) 49.6 104.7
TAXATION
Ordinary (31.2) (1.7) 0.2 1.4 (5.8) (37.1)
Costs of exceptional lawsuits 4.8 4.8
------------- -------------- ------------- -------------- ------------------ --------------
(26.4) (1.7) 0.2 1.4 (5.8) (32.3)
------------- -------------- ------------- -------------- ------------------ --------------
PROFIT FOR THE FINANCIAL PERIOD 37.6 (3.1) (2.7) (3.2) 43.8 72.4
============= ============== ============= ============== ================== ==============
Yell Finance BV consolidated profit and loss for the three months ended 30
September 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 3
THREE MONTHS ENDED 30 SEPTEMBER 2004 PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
------------ ------------ ------------- ------------ ------------------ -------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
TURNOVER 323.7 323.7
Cost of Sales (143.8) (143.8)
------------ ------------ ------------- ------------ ------------------ -------------
GROSS PROFIT 179.9 - - - - 179.9
------------ ------------ ------------- ------------ ------------------ -------------
Distribution costs (9.4) (9.4)
ADMINISTRATIVE COSTS
Ordinary (84.9) (0.7) (1.4) (1.7) 24.8 (63.9)
Costs of exceptional lawsuits (12.8) (12.8)
------------ ------------ ------------- ------------ ------------------ -------------
(97.7) (0.7) (1.4) (1.7) 24.8 (76.7)
------------ ------------ ------------- ------------ ------------------ -------------
OPERATING PROFIT 72.8 (0.7) (1.4) (1.7) 24.8 93.8
Net interest payable (35.4) - - (0.6) - (36.0)
------------ ------------ ------------- ------------ ------------------ -------------
PROFIT ON ORDINARY ACTIVITES
BEFORE TAXATION 37.4 (0.7) (1.4) (2.3) 24.8 57.8
TAXATION
Ordinary (19.0) (0.9) (0.7) 0.7 (2.9) (22.8)
Costs of exceptional lawsuits 4.8 4.8
------------ ------------ ------------- ------------ ------------------ -------------
(14.2) (0.9) (0.7) 0.7 (2.9) (18.0)
------------ ------------ ------------- ------------ ------------------ -------------
PROFIT FOR THE FINANCIAL PERIOD 23.2 (1.6) (2.1) (1.6) 21.9 39.8
============ ============ ============= ============ ================== =============
Yell Finance BV consolidated profit and loss for the nine months ended 31
December 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 3
NINE MONTHS ENDED 31 DECEMBER 2004 PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
-------------- ------------- -------------- -------------- ------------------ --------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
TURNOVER 897.9 897.9
Cost of Sales (410.6) (410.6)
-------------- ------------- -------------- -------------- ------------------ --------------
GROSS PROFIT 487.3 - - - - 487.3
-------------- ------------- -------------- -------------- ------------------ --------------
Distribution costs (26.1) (26.1)
Administrative costs
Ordinary (266.4) (2.2) (4.4) (5.0) 74.1 (203.9)
Costs of exceptional lawsuits (12.8) (12.8)
-------------- ------------- -------------- -------------- ------------------ --------------
(279.2) (2.2) (4.4) (5.0) 74.1 (216.7)
-------------- ------------- -------------- -------------- ------------------ --------------
OPERATING PROFIT 182.0 (2.2) (4.4) (5.0) 74.1 244.5
Net interest payable (95.1) (1.7) (96.8)
-------------- ------------- -------------- -------------- ------------------ --------------
PROFIT ON ORDINARY ACTIVITES
BEFORE TAXATION 86.9 (2.2) (4.4) (6.7) 74.1 147.7
TAXATION
Ordinary (39.8) (2.5) (1.3) 2.0 (8.8) (50.4)
Costs of exceptional lawsuits 4.8 4.8
-------------- ------------- -------------- -------------- ------------------ --------------
(35.0) (2.5) (1.3) 2.0 (8.8) (45.6)
-------------- ------------- -------------- -------------- ------------------ --------------
PROFIT FOR THE FINANCIAL PERIOD 51.9 (4.7) (5.7) (4.7) 65.3 102.1
============== ============= ============== ============== ================== ==============
Yell Finance BV consolidated profit and loss for the three months ended 31
December 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 3
THREE MONTHS ENDED 31 DECEMBER 2004 PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
------------- ------------- ------------- ------------- ------------------- --------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
TURNOVER 293.3 293.3
Cost of Sales (139.0) (139.0)
------------- ------------- ------------- ------------- ------------------- --------------
GROSS PROFIT 154.3 - - - - 154.3
------------- ------------- ------------- ------------- ------------------- --------------
Distribution costs (8.4) (8.4)
Administrative costs (96.0) (0.8) (1.5) (1.6) 24.5 (75.4)
------------- ------------- ------------- ------------- ------------------- --------------
OPERATING PROFIT 49.9 (0.8) (1.5) (1.6) 24.5 70.5
Net interest payable (27.0) (0.5) - (27.5)
------------- ------------- ------------- ------------- ------------------- --------------
PROFIT ON ORDINARY ACTIVITES
BEFORE TAXATION 22.9 (0.8) (1.5) (2.1) 24.5 43.0
Taxation (8.6) (0.8) (1.5) 0.6 (3.0) (13.3)
------------- ------------- ------------- ------------- ------------------- --------------
PROFIT FOR THE FINANCIAL PERIOD 14.3 (1.6) (3.0) (1.5) 21.5 29.7
============= ============= ============= ============= =================== ==============
Yell Finance BV consolidated balance sheet at 30 June 2004
CONSOLIDATED BALANCE SHEET Appendix 3
PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
AT 30 JUNE 2004 UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
------------- -------------- ------------- ------------- ------------------- -----------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NON CURRENT ASSETS
Intangible assets 1,710.2 (31.4) 33.5 1,712.3
Tangible assets 42.8 (8.7) 34.1
Investment 7.4 7.4
Deferred tax assets 8.0 68.7 20.7 97.4
------------- -------------- ------------- ------------- ------------------- -----------
TOTAL NON CURRENT ASSETS 1,760.4 8.0 37.3 20.7 24.8 1,851.2
------------- -------------- ------------- ------------- ------------------- -----------
CURRENT ASSETS
Inventories 7.7 7.7
Directories in development 159.9 159.9
Debtors 435.3 (30.9) (0.2) 404.2
Cash at bank and in hand 47.7 47.7
------------- -------------- ------------- ------------- ------------------- -----------
TOTAL CURRENT ASSETS 650.6 - (30.9) (0.2) - 619.5
------------- -------------- ------------- ------------- ------------------- -----------
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR
Loans and other borrowings (105.2) (105.2)
Corporation tax (19.1) 0.9 (18.2)
Other creditors (194.8) (194.8)
------------- -------------- ------------- ------------- ------------------- -----------
TOTAL CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR (319.1) - 0.9 - - (318.2)
------------- -------------- ------------- ------------- ------------------- -----------
NET CURRENT ASSETS 331.5 - (30.0) (0.2) - 301.3
------------- -------------- ------------- ------------- ------------------- -----------
TOTAL ASSETS LESS CURRENT LIABILITIES 2,091.9 8.0 7.3 20.5 24.8 2,152.5
CREDITORS: AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
Loans and other borrowings (1,706.2) (1,706.2)
Deferred tax creditor - (1.1) (37.8) (0.1) (2.9) (41.9)
Retirement benefit obligations - (69.0) (69.0)
------------- -------------- ------------- ------------- ------------------- -----------
NET ASSETS 385.7 6.9 (30.5) (48.6) 21.9 335.4
============= ============== ============= ============= =================== ===========
CAPITAL AND RESERVES
Called up share capital 0.1 0.1
Share premium account 605.4 605.4
Foreign currency reserve (95.3) (0.4) - (95.7)
Profit and loss account deficit (124.5) 6.9 (30.1) (48.6) 21.9 (174.4)
------------- -------------- ------------- --------------- ---------------- -----------
EQUITY SHAREHOLDERS' FUNDS 385.7 6.9 (30.5) (48.6) 21.9 335.4
============= ============== ============= =============== ================ ===========
Yell Finance BV consolidated balance sheet at 30 September 2004
CONSOLIDATED BALANCE SHEET Appendix 3
PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
AT 30 SEPTEMBER 2004 UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
-------------- ------------- ------------- ------------- ------------------ --------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NON CURRENT ASSETS
Intangible assets 1,686.5 (32.9) 58.0 1,711.6
Tangible assets 41.8 (8.4) 33.4
Investment 7.6 7.6
Deferred tax assets 6.9 63.7 21.4 92.0
-------------- ------------- ------------- ------------- ------------------ --------------
TOTAL NON CURRENT ASSETS 1,735.9 6.9 30.8 21.4 49.6 1,844.6
-------------- ------------- ------------- ------------- ------------------ --------------
CURRENT ASSETS
Inventories 8.3 8.3
Directories in development 171.9 171.9
Debtors 447.1 (25.9) (0.2) 421.0
Cash at bank and in hand 41.8 41.8
-------------- ------------- ------------- ------------- ------------------ --------------
TOTAL CURRENT ASSETS 669.1 - (25.9) (0.2) - 643.0
-------------- ------------- ------------- ------------- ------------------ --------------
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR
Loans and other borrowings (174.0) (174.0)
Corporation tax (18.6) 0.2 (18.4)
Other creditors (214.9) (214.9)
-------------- ------------- ------------- ------------- ------------------ --------------
TOTAL CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR (407.5) - 0.2 - - (407.3)
-------------- ------------- ------------- ------------- ------------------ --------------
NET CURRENT ASSETS 261.6 - (25.7) (0.2) - 235.7
-------------- ------------- ------------- ------------- ------------------ --------------
TOTAL ASSETS LESS CURRENT LIABILITIES 1,997.5 6.9 5.1 21.2 49.6 2,080.3
CREDITORS: AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
Loans and other borrowings (1,587.7) (1,587.7)
Deferred tax creditor (3.2) (37.8) (0.1) (5.8) (46.9)
Retirement benefit obligations (71.3) (71.3)
-------------- ------------- ------------- ------------- ------------------ --------------
NET ASSETS 409.8 3.7 (32.7) (50.2) 43.8 374.4
============== ============= ============= ============= ================== ==============
CAPITAL AND RESERVES
Called up share capital 0.1 0.1
Share premium account 605.4 605.4
Foreign currency reserve (94.4) (0.5) (94.9)
Profit and loss account deficit (101.3) 3.7 (32.2) (50.2) 43.8 (136.2)
--------------- ------------- ------------- --------------- ----------------- --------------
EQUITY SHAREHOLDERS' FUNDS 409.8 3.7 (32.7) (50.2) 43.8 374.4
=============== ============= ============= =============== ================= ==============
Yell Finance BV consolidated balance sheet at 31 December 2004
CONSOLIDATED BALANCE SHEET Appendix 3
PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
AT 31 DECEMBER 2004 UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
------------- ------------ ------------ ------------ ------------------ -------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NON CURRENT ASSETS
Intangible assets 1,623.7 (32.5) 79.9 1,671.1
Tangible assets 42.3 (7.1) 35.2
Investment 13.0 13.0
Deferred tax assets 8.4 58.7 22.1 89.2
------------- ------------ ------------ ------------ ------------------ -------------
TOTAL NON CURRENT ASSETS 1,679.0 8.4 26.2 22.1 72.8 1,808.5
------------- ------------ ------------ ------------ ------------------ -------------
CURRENT ASSETS
Inventories 7.8 7.8
Directories in development 179.2 179.2
Debtors 415.1 (20.9) (0.2) 394.0
Cash at bank and in hand 68.5 68.5
------------- ------------ ------------ ------------ ------------------ -------------
TOTAL CURRENT ASSETS 670.6 - (20.9) (0.2) - 649.5
------------- ------------ ------------ ------------ ------------------ -------------
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR
Loans and other borrowings (145.3) (145.3)
Corporation tax (16.3) (1.3) (17.6)
Other creditors (223.2) (223.2)
------------- ------------ ------------ ------------ ------------------ -------------
TOTAL CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR (384.8) - (1.3) - - (386.1)
------------- ------------ ------------ ------------ ------------------ -------------
NET CURRENT ASSETS 285.8 - (22.2) (0.2) - 263.4
------------- ------------ ------------ ------------ ------------------ -------------
TOTAL ASSETS LESS CURRENT LIABILITIES 1,964.8 8.4 4.0 21.9 72.8 2,071.9
CREDITORS: AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
Loans and other borrowings (1,570.2) (1,570.2)
Deferred tax creditor (3.2) (37.8) (0.1) (8.8) (49.9)
Retirement benefit obligations (73.6) (73.6)
------------- ------------ ------------ ------------ ------------------ -------------
NET ASSETS 394.6 5.2 (33.8) (51.8) 64.0 378.2
============= ============ ============ ============ ================== =============
CAPITAL AND RESERVES
Called up share capital 0.1 0.1
Share premium account 605.4 605.4
Foreign currency reserve (123.9) 1.4 (1.4) (123.9)
Profit and loss account deficit (87.0) 5.2 (35.2) (51.8) 65.4 (103.4)
------------- ------------ ------------ ------------ ------------------ -------------
EQUITY SHAREHOLDERS' FUNDS 394.6 5.2 (33.8) (51.8) 64.0 378.2
============= ============ ============ ============ ================== =============
Yell Finance BV consolidated profit and loss for the year ended 31 March 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 4
UNDER IFRS
YEAR ENDED
31 MARCH 2005
-------------
(POUND)M
(UNAUDITED)
TURNOVER 1,285.3
Cost of Sales (592.3)
------------
GROSS PROFIT 693.0
------------
Distribution costs (38.3)
ADMINISTRATIVE COSTS
Ordinary (290.5)
Costs of exceptional lawsuits (36.5)
------------
OPERATING PROFIT 327.7
------------
Net interest payable (127.3)
------------
PROFIT ON ORDINARY ACTIVITES BEFORE TAXATION 200.4
TAXATION
Ordinary (75.4)
Costs of exceptional lawsuits 13.7
------------
61.7
------------
PROFIT FOR THE FINANCIAL YEAR 138.7
============
Yell Finance BV Consolidated Cash Flows for the year ended 31 March 2005
CONSOLIDATED CASH FLOW STATEMENT Appendix 4
YEAR ENDED
UNDER IFRS 31 MARCH 2005
-----------------
(POUND)M
(UNAUDITED)
NET CASH INFLOW FROM OPERATING ACTIVITIES
Cash generated from operations 355.1
Interest paid (147.0)
Interest received 1.3
Income tax paid (27.8)
-----------------
Net cash generated from operating activities 181.6
-----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiary undertakings, net of
cash acquired (31.8)
Purchase of shares in parent company (6.6)
Purchases of tangible fixed assets (24.0)
-----------------
Net cash used in investing activities (62.4)
-----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 2.5
Repayments of borrowings (85.0)
-----------------
Net cash used in financing activities (82.5)
-----------------
NET INCREASE IN CASH AND BANK OVERDRAFTS 36.7
Cash and bank overdrafts at beginning of the year 18.4
Exchange losses on cash and bank overdrafts (2.0)
-----------------
CASH AND BANK OVERDRAFTS AT END OF THE PERIOD 53.1
=================
CASH GENERATED FROM OPERATIONS
Profit for the period 138.7
Adjustments for:
Tax 61.7
Depreciation of tangible fixed assets 15.4
Depreciation of software costs 7.6
Goodwill adjustment arising from previously unrecognised
tax benefits 5.8
Interest income (1.3)
Interest expense 128.6
Changes in working capital :
Inventories and directories in development (23.0)
Trade and other receivables (38.8)
Trade and other payables 54.0
Other 6.4
----------------
CASH GENERATED FROM OPERATIONS 355.1
=================
Yell Finance BV Consolidated Balance Sheet at 31 March 2005
CONSOLIDATED BALANCE SHEET Appendix 4
AT 31 MARCH
UNDER IFRS 2005
(POUND)M
-------------
(UNAUDITED)
NON CURRENT ASSETS
Intangible assets 1,706.0
Tangible assets 40.1
Investment 11.8
Deferred tax assets 92.6
-------------
TOTAL NON CURRENT ASSETS 1,850.5
-------------
CURRENT ASSETS
Inventories 7.5
Directories in development 165.1
Debtors 451.3
Cash at bank and in hand 53.1
-------------
TOTAL CURRENT ASSETS 677.0
-------------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Loans and other borrowings (150.2)
Corporation tax (20.7)
Other creditors (258.6)
-------------
TOTAL CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (429.5)
-------------
NET CURRENT ASSETS 247.5
-------------
TOTAL ASSETS LESS CURRENT LIABILITIES 2,098.0
CREDITORS: AMOUNTS FALLING DUE AFTER
more than one year
Loans and other borrowings (1,548.8)
Deferred tax creditor (46.8)
Retirement benefit obligations (99.7)
-------------
NET ASSETS 402.7
=============
CAPITAL AND RESERVES
Called up share capital 0.1
Share premium account 605.4
Foreign currency reserve (116.2)
Profit and loss account deficit (86.6)
-------------
EQUITY SHAREHOLDERS' FUNDS 402.7
=============
Yell Finance BV consolidated statement of recognised income and expense for the
year ended 31 March 2005
STATEMENT OF RECOGNISED INCOME AND EXPENSE UNDER IFRS Appendix 4
YEAR ENDED
31 MARCH 2005
---------------
(POUND)M
(UNAUDITED)
PROFIT FOR THE YEAR 138.7
---------------
Exchange differences on translation of foreign operations (13.5)
Actuarial losses on defined benefit pension schemes (32.4)
Change in stock option tax benefit arising from change in
parent's share price 3.4
Tax benefit from actuarial losses on defined benefit pension scheme 9.7
---------------
Net losses not recognised in income statement (32.8)
---------------
TOTAL RECOGNISED INCOME FOR THE YEAR 105.9
===============
Yell Finance BV Profit and Loss for the year ended 31 March 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT Appendix 4
YEAR ENDED 31 MARCH 2005 PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
-------------- -------------- ------------- ------------ ------------------ --------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
TURNOVER 1,285.3 1,285.3
Cost of Sales (592.3) (592.3)
-------------- -------------- ------------- ------------ ------------------ --------------
GROSS PROFIT 693.0 - - - - 693.0
-------------- -------------- ------------- ------------ ------------------ --------------
Distribution costs (38.3) (38.3)
ADMINISTRATIVE COSTS
Ordinary (373.5) (3.1) (5.8) (6.7) 98.6 (290.5)
Costs of exceptional lawsuits (36.5) (36.5)
-------------- -------------- ------------- ------------ ------------------ --------------
(410.0) (3.1) (5.8) (6.7) 98.6 (327.0)
-------------- -------------- ------------- ------------ ------------------ --------------
OPERATING PROFIT 244.7 (3.1) (5.8) (6.7) 98.6 327.7
Net interest payable (125.0) (2.3) (127.3)
-------------- -------------- ------------- ------------ ------------------ --------------
PROFIT ON ORDINARY ACTIVITES
BEFORE TAXATION 119.7 (3.1) (5.8) (9.0) 98.6 200.4
TAXATION
Ordinary (63.0) (3.2) (0.2) 2.7 (11.7) (75.4)
Costs of exceptional lawsuits 13.7 13.7
-------------- -------------- ------------- ------------ ------------------ --------------
(49.3) (3.2) (0.2) 2.7 (11.7) (61.7)
-------------- -------------- ------------- ------------ ------------------ --------------
PROFIT FOR THE FINANCIAL PERIOD 70.4 (6.3) (6.0) (6.3) 86.9 138.7
============== ============== ============= ============ ================== ==============
Yell Finance BV Consolidated Balance Sheet at 31 March 2005
CONSOLIDATED BALANCE SHEET Appendix 4
PREVIOUSLY IFRS 2 IFRS 3 & IAS 38
REPORTED SHARE IAS 12 IAS 19 BUSINESS RESTATED
AT 31 MARCH 2005 UNDER BASED INCOME EMPLOYEE COMBINATIONS AND UNDER
UK GAAP PAYMENTS TAXES BENEFITS INTANGIBLE ASSETS IFRS
-------------- ------------- ------------- -------------- ------------------ -------------
(POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M
(AUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NON CURRENT ASSETS
Intangible assets 1,635.0 (34.4) 105.4 1,706.0
Tangible assets 47.8 (7.7) 40.1
Investment 11.8 11.8
Deferred tax assets 10.8 49.4 32.4 92.6
-------------- ------------- ------------- -------------- ------------------ -------------
TOTAL NON CURRENT ASSETS 1,694.6 10.8 15.0 32.4 97.7 1,850.5
-------------- ------------- ------------- -------------- ------------------ -------------
CURRENT ASSETS
Inventories 7.5 7.5
Directories in development 165.1 165.1
Debtors 478.7 (18.7) (8.7) 451.3
Cash at bank and in hand 53.1 53.1
-------------- ------------- ------------- -------------- ------------------ -------------
TOTAL CURRENT ASSETS 704.4 - (18.7) (8.7) - 677.0
-------------- ------------- ------------- -------------- ------------------ -------------
CREDITORS: AMOUNTS FALLING DUE WITHIN
ONE YEAR
Loans and other borrowings (150.2) (150.2)
Corporation tax (20.5) (0.2) (20.7)
Other creditors (258.6) (258.6)
-------------- ------------- ------------- -------------- ------------------ -------------
TOTAL CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR (429.3) - (0.2) - - (429.5)
-------------- ------------- ------------- -------------- ------------------ -------------
NET CURRENT ASSETS 275.1 - (18.9) (8.7) - 247.5
-------------- ------------- ------------- -------------- ------------------ -------------
TOTAL ASSETS LESS CURRENT LIABILITIES 1,969.7 10.8 (3.9) 23.7 97.7 2,098.0
CREDITORS: AMOUNTS FALLING DUE AFTER
MORE THAN ONE YEAR
Loans and other borrowings (1,548.8) (1,548.8)
Deferred tax creditor (4.3) (30.7) (0.1) (11.7) (46.8)
Retirement benefit obligations (99.7) (99.7)
-------------- ------------- ------------- -------------- ------------------ -------------
NET ASSETS 420.9 6.5 (34.6) (76.1) 86.0 402.7
============== ============= ============= ============== ================== =============
CAPITAL AND RESERVES
Called up share capital 0.1 0.1
Share premium account 605.4 605.4
Currency reserve (116.1) - 0.9 (1.0) (116.2)
Profit and loss account deficit (68.5) 6.5 (35.5) (76.1) 87.0 (86.6)
-------------- ------------- ------------- -------------- ------------------ -------------
EQUITY SHAREHOLDERS' FUNDS 420.9 6.5 (34.6) (76.1) 86.0 402.7
============== ============= ============= ============== ================== =============
Glossary Appendix 5
EBITDA Earnings before interest, tax, depreciation and amortisation
EU European Union
FRS Financial Reporting Standards issued by the Accounting Standards
Board in the United Kingdom
FRS 1 Financial Reporting Standard No. 1 (Revised), "Cash Flow
Statements".
FRS 17 Financial Reporting Standard No. 17 "Retirement Benefits"
IAS International Accounting Standards
IAS 12 International Accounting Standard No. 12, "Income Tax"
IAS 19 International Accounting Standard No. 19, "Employee Benefits"
IAS 32 International Accounting Standard No. 32, "Financial Instruments:
Disclosure and Presentation"
IAS 38 International Accounting Standard No. 38, "Intangible Assets"
IAS 39 International Accounting Standard No. 39, Financial Instruments:
Recognition and Measurement
IASB International Accounting Standards Board
IFRIC International Financial Reporting Interpretation Committee
IFRIC 3 Interpretation 3 "Emission Rights" from the International
Financial Reporting Interpretation Committee
IFRS International Financial Reporting Standards - References to IFRS,
unless specified otherwise, refer to the application of
International Accounting Standards, International Financial
Reporting Standards and interpretations published by the
International Financial Reporting Interpretation Committee.
IFRS 1 International Financial Reporting Standard No. 1, "First-time
Adoption of International Financial Reporting Standards"
IFRS 2 International Financial Reporting Standard No. 2, "Share-based
Payments"
IFRS 3 International Financial Reporting Standard No. 3, "Business
Combinations"
IFRS 6 International Financial Reporting Standard No. 6, "Exploration
for and Evaluation of Mineral Resources"
IPO Our parent company, Yell Group plc's, public offering in July
2003
OFR Operating and Financial Review and Prospects section of our
Annual Report on Form 20-F
SEC US Securities and Exchange Commission
SSAP 24 Statement of Standard Accounting Practice No. 24 "Accounting for
Pension Costs"
UK GAAP Generally Accepted Accounting Principles in the United Kingdom
before the implementation of IFRS