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The interim report does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The full accounts for the year ended 31 December 2004, which were prepared under UK GAAP, received an unqualified report from the auditors and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985, have been filed with the Registrar of Companies.
These results and the comparative figures for the six months ended 30 June 2004 are unaudited but have been reviewed by the auditors Deloitte & Touche LLP. The scope of this review was substantially less than an audit in accordance with Auditing Standards.
The comparative figures for the six months ended 30 June 2004 and for the year ended 31 December 2004 have been restated for the adoption of International Financial Reporting Standards (‘IFRS’). This does not include restatement for IAS39 which is effective from 1 January 2005. The Group has adopted accounting policies that it believes will be compliant with IFRS in so far as they are likely to be codified and endorsed by EU member states for the full year (including the IAS19 amendment allowing companies to recognise actuarial gains and losses in full in the statement of changes in equity in the year in which they occurred).
A reconciliation of the 30 June 2004 results as published under UK GAAP to the restated IFRS results is included on pages 28 to 31.
With respect to the accounting for service concession arrangements, the Group has adopted accounting policies that are consistent with the principles embodied within IFRS. During this evolutionary period of development of IFRS, guidance on interpretation of IFRS relating to service concession arrangements has been drafted by the International Financial Reporting Interpretations Committee (‘IFRIC’) on which comments have been invited. The Directors believe that the policies adopted in relation to service concession arrangements comply with both current IFRS and the guidance that IFRIC are likely to formalise. |
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ACCOUNTING POLICIES |
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The consolidated accounts for the year ending 31 December 2005 will comply with IFRS as adopted for use in the EU and the interim financial report has been prepared in accordance with IFRS, including IAS34, ‘Interim Financial Reporting’.
The same accounting policies and methods of computation are followed in the interim financial report as were published by the Group on 19 April 2005 in a separate publication to shareholders, ‘Preliminary Information on the Implementation of International Financial Reporting Standards’. That publication is available on the Group’s website www.laing.com.
In addition to the accounting policies set out in the separate publication, the Group has adopted IAS32 and IAS39 with effect from 1 January 2005. The Group has also adopted accounting policies relating to the accounting for service concession arrangements that it believes are likely to comply with IFRS for the full year.
The accounting policies adopted in relation to IAS32, ‘Financial Instruments: Presentation and Disclosure’ and IAS39, ‘Financial Instruments: Recognition and Measurement’ and service concession arrangements are set out below: |
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Financial instruments
Derivative financial instruments and hedge accounting (with effect from 1 January 2005) |
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Group and recourse subsidiaries
The Group operates a central treasury operation for John Laing plc and its recourse subsidiaries, and has a Board approved policy for hedging its foreign exchange and interest rate risks. There are currently no derivatives outstanding for John Laing plc or its recourse subsidiaries. |
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Non-recourse subsidiaries
Due to the nature of PFI/PPP projects, all financial risks are hedged at the inception of the project. Therefore each PFI/PPP project fixes the interest rate on its debt. In a minority of cases, this is achieved by issuing a fixed rate bond. In the majority of cases, this is achieved by funding the project with variable rate bank debt which is fully swapped into fixed rate at the inception of the project. In addition, and where appropriate, inflation risk is hedged by the use of RPI swaps and the risk of rising fuel prices is hedged by the use of commodity swaps.
These swaps, or other derivatives, are tested both retrospectively and prospectively for effectiveness and if both results are within the range of 80% to 125% then hedge accounting is applied, and they are treated as cash flow hedges. These derivatives are marked to market and differences are taken directly to equity if judged to be fully effective.
Where ineffectiveness is judged to have occurred, either a proportion or the full amount of the ineffectiveness is taken to the income statement depending on the level of ineffectiveness experienced.
Hedge accounting is discontinued when the hedging instrument expires or is terminated, for example when a project is refinanced. At that time, the net cumulative gain or loss on the hedging instrument recognised in equity is transferred to the income statement.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value, with unrealised gains or losses reported in the income statement. |
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Financial assets classified as available for sale
Financial assets classified as available for sale are included in the balance sheet at fair value. For this purpose, fair value is calculated by discounting the future cash flows at an appropriate discount rate.
The discount rates used to fair value financial assets available for sale are calculated by adding an appropriate premium to the relevant gilt yield for each PFI/PPP project. The gilt yield reflects the unexpired term of the project agreement and the premium reflects market spread that would be required by investors in bonds issued by PFI/PPP project companies with similar risk profiles, plus the market wrapping fee that would normally be charged to enhance the project cash flows to investment grade. As at 1 January 2005 and 30 June 2005 this premium, including the wrapping fee, was 100 basis points. In addition, a further premium is added to reflect the risk to the cash flows where they are related to usage. The further premium is 50 basis points for cash flows that are exposed to shadow toll risk and 100 basis points for real toll or total usage risk.
The amount by which the fair value element of financial assets classified as available for sale changes, as a result of changes to the discount rate during any accounting period, is taken directly to equity. The net cumulative gain or loss that has been taken directly to equity is transferred to the income statement when the financial asset is either sold or derecognised. |
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| b) |
PFI/PPP project companies |
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The Group has interpreted the provisions of IFRS in determining the appropriate treatment of the principal assets of, and income streams from, PFI and similar contracts. Where it can be demonstrated that the balance of risks and rewards derived from the underlying asset are not borne by the Group, the asset created and/or provided under the contract is accounted for as a financial asset and is classified as available for sale, otherwise it is accounted for as a fixed asset.
The Group restates, where applicable, the results of PFI/PPP project companies to reflect consistent accounting policies across the Group. Results of all PFI/PPP project companies therefore conform to
the following policies: |
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Financial assets
Where risks and rewards derived from the underlying asset do not reside with the Group, these assets are accordingly disclosed in the balance sheet as financial assets. In this case income is allocated to interest receivable and turnover, using a constant margin on service costs, and the remainder allocated to the amortisation of the financial asset.
Results on long-term contracts are calculated in accordance with IAS11, ‘Construction Contracts’ and do not therefore relate directly to turnover. Profit on current contracts is only taken at a stage near enough to completion for that profit to be reasonably certain. Provision is made for all losses incurred to the accounting date together with any further losses that are foreseen in bringing contracts to completion.
During construction the financial assets are carried at fair value which is assumed to be equivalent to cost, plus attributable profit to the extent that this is reasonably certain after making provision for contingencies, less any losses incurred or foreseen in bringing contracts to completion, and less amounts received as progress payments. Costs for this purpose include valuation of all work done by subcontractors, whether certified or not, and all overheads other than those relating to the general administration of the relevant companies. For any contracts where receipts exceed the book value of work done, the excess is included in creditors as payments on account. |
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PFI fixed asset
Where the benefits and risks associated with the asset reside with the PFI project company these assets are accordingly disclosed in the balance sheet as fixed assets at cost less depreciation. Depreciation is charged over the life of the concession or specific asset life if shorter. |
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Major maintenance
For financial asset accounted projects, the cost of major maintenance is recorded in cost of sales and an appropriate amount of revenue that would otherwise have been available to amortise the financial asset is transferred to turnover. This has the effect of increasing the financial asset by the cost of major maintenance. No profit margin is likely to be recognised on major maintenance since the principal profit recognition on PFI/PPP projects is derived from provision of routine services.
For fixed asset accounted projects, the capital element of major maintenance is capitalised and depreciated over the shorter of the remaining concession or asset’s useful life. |
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PFI bid costs
PFI bid costs are charged to the income statement until such time as the Group is virtually certain that it will enter into contracts for the relevant PFI project. Virtual certainty is generally achieved at the time the Group is selected as preferred bidder. From the point of virtual certainty, bid costs are held in the Group balance sheet as a debtor prior to achieving financial close. On finalisation of PFI project and financing agreements (financial close), the Group recovers bid costs by charging a fee to the relevant project company. If the fee exceeds the amount held by the Group in debtors, the excess is credited to the balance sheet as deferred income. |
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Deferred income is released to the income statement on one of two bases: |
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in respect of projects using financial asset accounting, over the period of construction during which the financial asset is established; or |
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in respect of projects using fixed asset accounting, over the period of the concession/project agreement. |
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Finance costs
Project specific finance costs are expensed as incurred. |
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Debt
Debt is initially stated at the amount of the net proceeds after deduction of issue costs. The carrying amount is increased by the finance cost in respect of the accounting period and reduced by payments made in the period. |
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Non-recourse debt
Non-recourse loans are those which are secured solely on a specific asset and its future income (usually contained in a single entity). The terms of the finance agreements provide that the lender will not seek in any way to enforce repayment of either principal or interest from the rest of the Group and the Group is not obliged, nor does it intend, to support any losses. |
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Refinancing
On refinancing of PFI project company debt, the Group recognises its share of debt issue costs written off. Where the terms of existing debt are amended, the derecognition criteria in IAS39 will be applied which would normally be expected to result in the existing issue costs being written off. Where new debt is arranged, the capitalised debt issue costs on retiring debt are written off and the debt issue costs of the new debt are capitalised and amortised over the term of the new debt. If any derivatives which were part of a hedging relationship are cancelled as part of a refinancing, these will be derecognised and any amounts charged to equity will be recycled to the income statement. |
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Revenue
Revenue consists of: |
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The value of construction work in progress on PFI projects where the principal asset is to be accounted for as a financial asset. |
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Availability fees and usage fees on PFI projects where the principal asset is to be accounted for as a fixed asset. |
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Third party revenues on PFI projects. |
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Revenues for the provision of facilities management services to PFI project companies. |
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Income generated in respect of ticket sales, Strategic Rail Authority subsidy, advertising and retail revenues from rail activities. |
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The attributed share of season ticket income, which is deferred within creditors and released to the income statement over the life of the relevant season ticket. |
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