TIDM42TF
RNS Number : 3949V
Co-operative Group Limited
05 April 2023
Co-operative Group Limited
News release
5(th) April 2023
Full Year Results Announcemen t: 52 weeks to 31 December
2022.
Co-op delivers against strategy and targets one million new
members
-- Early and targeted action against tough economic backdrop
leads to strong operational performance and robust financial
returns
-- Focus on cash flow results in strong cash generation and significant reduction in net debt.
-- Significant Co-op value returned to members, colleagues and communities in line with vision
-- New focus to attract one million active new members over the
next 5 years, with improved membership proposition to be rolled out
in H1
Financial Highlights in brief
-- Revenue GBP11.5bn*, up GBP0.3bn (2021: GBP11.2bn)
-- Underlying operating profit GBP100m**, maintained (2021: GBP100m)
-- Underlying EBITDA GBP490m, down by GBP15m (2021: GBP505m)
-- Group profit before tax GBP247m***, up by GBP190m (2021: GBP57m)
-- Net cash from operating activities GBP455m, up by GBP277m (2021: GBP178m)
-- Group net debt GBP333m, improved by GBP587m (2021: GBP920m)
* revenue also impacted by the sale of the petrol forecourt
business which completed in October, reducing 2022 revenue by
GBP150m
**underlying profit also impacted by the sale of the petrol
forecourt business which completed in October, on a like for like
basis profit increased by GBP10m from GBP90m in 2021 to GBP100m in
2022.
*** includes GBP319m of profit from the sale of the petrol
forecourt business, which completed in October
Financial and Business Development Highlights
-- Despite very challenging markets, delivered a strong sales
performance and maintained underlying profitability
o GBP100m of additional energy and salary inflation absorbed
o GBP37m invested in Q4 in holding prices on key products
o Also includes impact of sale of petrol forecourts on revenue
and profitability, with revenue GBP150m lower and underlying profit
GBP10m lower as a result of the sale
-- Entered 2022 with targeted cost savings of GBP50m, increasing
to GBP101m at half year in recognition of challenging cost
environment
o Met target, delivering GBP101m of cost savings
o Cost savings mitigated impact of energy and salary inflation
landing this year.
-- Cashflow has been a focus, resulting in strong cash flows and
a significant reduction in net debt
o Net debt down to GBP333m from GBP920m in 2021
o Represents a GBP587m reduction - a significant shift when
compared to an increase in net debt of GBP370m during prior
year
o Significant increase in cash generated from operating
activities (GBP455m vs GBP178m in 2021) puts us in a good position
as we enter 2023
-- Sale of our petrol forecourt business completed in October
o Overall generated net proceeds of GBP408m, and further reduced
our lease commitments by GBP171m
-- Active Co-op Membership grown for the first time in 5 years to 4.41 million members
Vision Highlights - Co-operating for a fairer world
-- Continued to support our colleagues with cost of living
challenges, and overall wellbeing, including:
o GBP55 million overall YOY investment into colleague pay
including maintaining commitment to the real living wage.
o GBP12 million invested in payments onto colleague membership
cards during the cost of living crisis.
o Colleague discount extended to 30% on own brand products.
o Further increased the amount colleagues could access from
their basic pay in advance via partners Wagestream.
o Provided further tailored support with partners including
Grocery Aid, Keep Credit Union, Stepchange and Salary Finance.
o Implemented new refreshed colleague policies including
fertility treatment policy, and menopause policy.
-- Provided support through challenging times for local communities, including :
o GBP24.6m raised for local communities, taking total to GBP117m
raised for our local communities since Local Community Fund
launched in 2016.
o First retailer to launch a GBP1 million 'Warm Spaces' funding
boost, to support local communities navigating rising energy
costs.
o New partnership launched with Your Local Pantry, set to see
its network triple within three years from 75 to 225 pantries
across the UK.
o Also continued work with Hubbub to help expand its community
fridge network to 500 locations by summer 2023.
o More than 1.5 million people signposted to information,
activity, and support for mental wellbeing since 2020, through
activity supported by our Co-op, including GBP8m raised for Mind,
SAMH and Inspire.
o Added 2 new schools to our Co-op Academies Trust, taking the
total to 29 schools, and 18,500 students with a focus on schools in
the most economically deprived areas in the UK.
o Commitment to supporting British farmers maintained - 100% of
our fresh and frozen meat is British - and we only use British meat
as an ingredient in our products.
-- Recognition of our wider support for sustainability and the planet including :
o Recipient of the Queen's Award for Enterprise for Sustainable
Development 2022.
o Awarded the Relex Responsible Retailer Award for commitment to
sustainability.
Outlook
-- The Board remains confident in the strategy, as we drive
growth through our core businesses via physical and digital routes
to market, ambitiously grow our membership, whilst maintaining
financial discipline and deliver upon our vision of co-operating
for a fairer world.
-- The confidence and strength of the strategy was evidenced by
the recent amendment and extension of the Revolving Credit Facility
to March 2026. We have also begun early repayments of our 2024 bond
maturity, with GBP100m repaid in February.
-- We expect the volatile external environment and turbulent
economic headwinds, including inflationary pressures to continue.
However, the early action taken last year to strengthen the Co-op's
financial position, leaves our Co-op well placed to face into,
whilst not being immune from, such headwinds. Costs arising from
this are expected to dampen profitability in the short-term.
-- Despite this short-term impact, we look forward with
confidence in driving strong performances across our business areas
and our Co-op over the longer term.
-- Importantly, as a member owned co-operative business, our
Co-op is able to actively and consciously, prioritise and channel
support for colleagues, members, and communities during the current
cost of living environment.
-- Delivery against our strategy will run in parallel with the
clear succession plan in place for both our Chair Allan Leighton,
whose 9 year maximum term ends in February 2024 and Senior
Independent Director, Chris Kelly, whose maximum term also ends
within the next 12 months.
Allan Leighton, Chair, Co-op comments
"The inflationary challenges facing most consumer-facing
businesses are well known, so for our Co-op to have delivered this
level of performance over the year is encouraging.
"We are, rightly, judged by our members on both the financial
and social value we can create and it's clear that we've delivered
on both sides of this equation. The future focus on growing
membership is vital for ensuring the future success of our Co-op
for generations to come.
"I'd like to thank Shirine, her management team and our 57,000
colleagues for delivering this performance at a time when our
members needed a strong, resilient, and differentiated Co-op to
shine."
Shirine Khoury-Haq, Chief Executive Co-op comments
"It's clear that our early action to significantly reduce our
debt, improve our cash position, and tighten cost controls, has
made a significant difference to the financial strength of our
Co-op and has enabled us to look forward with confidence, despite
continuing market uncertainty.
"We now have an even better foundation upon which to grow our
businesses. We're also looking to grow our membership, putting
membership at the heart of our Co-op, with ambitious plans to both
attract new members, and deepen relationships with our existing
members.
"And we will continue to bring our vision to life to make a
genuine difference for our colleagues, members, and communities
through these challenging times.
"I'd like to thank each and every one of our amazing colleagues
for all of their hard work and support over the last year."
Business Highlights
Food / Wholesale
-- Food revenue up by GBP134m to GBP7.81bn (2021: 7.67bn), and
Wholesale revenue up by GBP53m to GBP1.44bn (2021: GBP1.39bn)
-- Refreshed strategy 'Pure Convenience' launched in September,
renews focus on convenience and continued commitment to offer great
value - driven through our four routes to market across Retail,
Franchise, Quick commerce and Wholesale
-- Number of transactions a week increased by 5% to 16.4 million
-- Continued expansion of online business, through website, and
partners - revenues up 24% to GBP222m (2021: GBP179m). Online
delivery services available in more than 1,800 individual food
stores, and able to reach 81% of the population before year end
-- Cost control measures, including reduction of energy
consumption in stores, and tight prioritisation of spending, have
ensured we continue to manage the external headwinds
-- Our new largest regional distribution centre in Biggleswade
became fully operational in 2022, with capacity to handle over two
million cases of frozen, ambient, and fresh products a week
-- Nisa's sales of Co-op branded products grew by 12.5% in 2022
to GBP199m (2021: GBP176.6m) and now represents 20% of total sales,
excluding tobacco. 91% of Nisa partners now stock Co-op own brand
products
Funeralcare
-- Overall revenue increased by GBP7m to GBP271m (2021: GBP264m)
-- Growth in share of the market for funerals, more than offset
the lower death rate, with 93,867 funerals carried out (2021:
90,731)
-- Direct Cremation and Direct Burial funeral options continue
to grow in popularity making up 11.7% of our funerals (2021: 7.9%),
as people continued to opt for unattended, lower cost services
-- Funeral plan sales down to 16,774, (2021: 44,751), mainly
driven by lower consumer confidence in overall market, ahead of
regulation, as well as exiting some third party distribution
arrangements due to changes in regulation
-- Achieved Financial Conduct Authority (FCA) approval to sell, service and redeem funeral plans
-- Continue to be recognised as providing one of the best
funeral plans in the market, and awarded best funeral plan provider
for the fifth year running by Moneynet
Insurance
-- Overall income down to GBP24m (2021: GBP34m) reflecting the
contracting motor insurance market following decline in new car
sales and advent of new product and pricing regulation
-- 164,620 new policy sales with refreshed products offering
better cover, choice and prices (2021:167,176)
-- While it was a challenging year in home and motor, due to
external pressures, the business delivered a strong performance in
travel, pet and life
-- One of the first three insurers to be available through Amazon UK's new insurance platform
-- New pet partnership with Markerstudy has seen number of
customers holding a Co-op pet insurance product doubling over 12
months.
-- New travel insurance partnership with AllClear has led to
industry recognition and consumer champion Which? nominating Co-op
as one of their recommended providers.
-- Motor insurance campaign offering new and renewing members
GBP50 to spend on their Co-op membership card saw us share GBP1.3m
with individual members and raise over GBP130,000 for Co-op's Local
Community Fund.
Legal
-- Overall revenue increased by 19% to GBP46.3m (2021: GBP39.0m)
-- Probate saw significant growth, taking on 24% more cases than
in 2021, leading to revenues increasing by 28% year-on-year.
-- The estate planning business had a very strong second half to
the year, resulting in a 9% increase in revenue in 2022.
-- Continued focus on digital with new tools and services,
resulted in ability to serve a wider range of clients and 50% of
clients coming to us through one of our digital channels
-- Partnerships continued to drive growth - new contracts agreed
with M&G, Newcastle Building Society, Saffron Building Society,
Cancer Research UK and The Co-operative Bank.
S
Media enquiries
Russ Brady, 07880 784442, russ.brady@coop.co.uk
Cat Turner, 07834 090783, catherine.turner@coop.co.uk
Susanna Voyle, 07980 894557, svoyle@headlandconsultancy.com
Co-operative Group Limited
Annual Report and Accounts 2022
Chair's introduction
"For us to maintain a lasting Co-op impact we need to be clear
in terms of our Vision, be commercially successful and have the
underlying financial strength to face into whatever short to
longer-term headwinds confront us."
Against a rather bleak external backdrop, we are pleased to say
that our Co-op enters 2023 in a much stronger financial position
than it was in a year ago, and has continued to deliver for our
members, customers and communities throughout a challenging 2022.
That's something we're very proud of, when we consider the events
of the last 12 months and what we're continuing to face into this
year.
I wish, in writing this introduction, that we could be living in
a world more certain of its future, more confident in its outlook
and with its nations more peaceful and respectful in their approach
to one another - alas, we know that isn't the case.
The tragic war in Ukraine continues to devastate that nation,
with its impact reverberating around the world politically and
economically. Our thoughts remain with those affected by the
ongoing conflict, and we join them in hoping for peace to return as
soon as possible to Ukraine.
Closer to home, it was a highly turbulent, unsettling and
volatile year for those living in the UK. The death of Her Majesty
The Queen in September marked the passing of our longest serving
monarch. The outpouring of grief, respect and remembrance for a
lifetime of service and devotion to both country and Commonwealth
was both deeply moving and richly deserved.
Her Majesty's death occurred, as we know, during a period of
intense political and economic upheaval, with three Prime Ministers
and four Chancellors coming and going over a matter of weeks.
Soaring inflation and rising interest rates dominated the news
agenda and the UK entered a cost of living crisis not witnessed in
decades, from which the country will take many years to
recover.
On behalf of the Board, we would like to thank our CEO Shirine
Khoury-Haq, the Operating Board and wider leadership team and our
57,000 Co-op colleagues for all that has been achieved, during a
highly challenging but ultimately successful year for our group in
2022. Shirine was appointed as interim CEO in March, taking on the
CEO role permanently in August - she has led through significant
changes in our leadership structure and in our business strategies,
ensuring our Co-op remains resilient in the face of a challenging
environment across all of our businesses.
Much has been made of the need for 'businesses with purpose' to
play more active roles in helping our country address some of the
environmental and societal issues it faces. Our Co-op has origins
that date back to 1844, when the Rochdale Pioneers came together
with an enduring Purpose of championing a better way of doing
business, going on to later establish the original business of
purpose, anchored upon our ethical Values and Principles.
There are notable parallels between the world we live in today
and the world which prompted the Rochdale Pioneers to act. Both
periods witnessed, and are witnessing, social and economic
inequality as well as gaps in access to nutritious food, education,
skills and opportunity. These are issues which our Co-op has always
faced into and will continue to do so on behalf of our members and
their communities.
For us to maintain a lasting Co-op impact, we need to be clear
in terms of our Vision, be commercially successful and have the
underlying financial strength to face into whatever short or
longer-term headwinds confront us. Over the past year, Shirine and
her team have brought this clarity to fruition and this report will
detail how we have become financially stronger and commercially
sustainable, whilst continuing to deliver on our Vision
commitments. For the number of active members to increase for the
first time in five years, from 4.27 million to 4.41 million, is a
testimony to the increased confidence we hope our members have in
our Co-op, and the improvements we're making to the way our
businesses are run, but also the products and services they
offer.
In the face of unprecedented levels of inflation, we have taken
the tough but necessary decisions to significantly cut costs to
mitigate these headwinds. We've prioritised our capital expenditure
and investments. We've streamlined our business processes while at
the same time introducing clear strategies for our Food,
Funeralcare, Insurance and Legal Services businesses. We also
successfully sold our petrol forecourts business, allowing us to
focus on our core convenience business. The net result is a Co-op
Group which has generated more cash, with net debt greatly reduced
and with the foundations in place for us to grow more sustainably
in the years ahead.
We are of course not immune to the stark realities facing all
consumer-led businesses, with soaring energy and other inflation
related costs continuing to weigh heavily on short-term expenses
and operating profits. The actions we have taken already have
provided us with the ability to weather this over the short term
and to capitalise more fully over the longer term.
The Board accepts and understands that ongoing inflation in
energy and salary levels will mean our profits are likely to reduce
in 2023, as we face into another year of economic uncertainty and
higher prices, while committing to invest in our colleagues and
communities. The underlying strength of our Co-op provides reasons
for optimism and long-term success when things stabilise.
The next 18 months will see change in our Board as Sir
Christopher Kelly, Simon Burke, Stevie Spring, Paul Chandler and I
all reach the maximum nine years of tenure and will step down at
different points during 2023 and early 2024. Our Board remains
whole-heartedly committed to supporting our businesses, colleagues
and members as we transition through this change. We have been
carefully planning ahead to ensure orderly succession, but also the
continued momentum of everything we're proud to see our Co-op
achieving.
Allan Leighton
Chair, The Co-op Group
Chief Executive's overview
I am very glad that we were able to quickly foresee the impact
of the economic upheaval and international events that were to
affect our businesses. The pre-emptive actions we took at pace to
address them have stabilised both our short and long-term future,
giving our Co-op a solid platform for growth when market conditions
allow.
This is my first annual report as Group Chief Executive for our
Co-op and I am honoured to have been given the opportunity to lead
our amazing organisation through a year which has been fast-paced,
challenging, tough and, at times, heart-breaking.
Our Co-op has origins that date back to 1844 and a mission to
provide fair, affordable and ethical access to food and other goods
and services, with profits being shared amongst our members for
their benefit and the benefit of their communities.
We were, and remain, the original business with purpose and, in
today's modern world, co-operation and those ethical Principles
will continue to remain at the heart of our decision making.
We're proud to be a trusted household name and a respected brand
- we touch the lives and enter the homes of millions of people
every day. When our members and customers buy Co-op products and
services, they create value for themselves, for others and for
their local communities.
It's this value that we use to deliver our Vision of
'Co-operating for a Fairer World' - supporting our members,
colleagues, communities and the planet sustainably. That's what
makes our Co-op unique now and throughout our rich history.
2022 was a truly incredible year across the globe, and one in
which our organisation also saw many changes.
These included leadership changes and the introduction of our
Operating Board, a necessary change to drive our priorities as one
Co-op. It brings together our most senior leaders and decision
makers, working together collaboratively on the decisions and
actions we need to take to run our business effectively - and at
pace. They ensure that our members, colleagues and Vision are at
the heart of our organisation.
Structural changes to our teams meant we said goodbye to some
colleagues, welcomed new colleagues and, through careful succession
planning, provided career progression for others.
In this report, we welcome Matt Hood and Gill Stewart, our new
Managing Directors of our Food and Funeralcare businesses, and also
Peter Batt, new Managing Director of Nisa, to report on how their
businesses performed last year.
While we entered 2022 hoping for a time of calm, after a couple
of years of significant upheaval as a result of Covid, we quickly
saw that volatility and significant change instead were on the
cards.
As with practically all businesses across the UK, we saw
substantial challenges across our markets as increased disruption
and unpredictability continued to generate pressure. Consumer
habits continued to shift as unprecedented levels of inflation and
the cost of living crisis impacted household budgets.
I am very glad that we were able to foresee the impacts that
economic upheaval and international events would have on our
businesses. We have the advantage of being a member owned
organisation and, as such, we were not only able to speak publicly
about these challenges very early on, but we were also able to
start addressing them at pace and engaging our members.
In March 2022, we set some short-term strategic priorities that
would allow us to focus on what matters most to our members,
colleagues, customers and communities, while protecting our Co-op
from external headwinds.
Our focus has been rigorously and unapologetically aligned to
these and this is beginning to show clearly in our performance.
This in turn will stabilise the long term future for our Co-op and
all who rely on it, particularly as 2023 is predicted to be another
year of increasing inflation, interest rates and energy costs, as
well as possible recession.
These focus areas were:
1. Ensuring our businesses continue to deliver to our members'
and customers' expectations in the current climate, and outperform
within their respective markets
Despite the many challenges, our businesses have all traded
well, led in their respective markets, made considerable progress
with their individual strategies and yielded many highlights of
2022.
Our Food business As we reported at the half year, profitability
was partly affected by the rollout of our new SAP supply chain
systems, as we continued to feel the effects of a global pandemic
and supply chain crisis in H1 2022.
Our Technology and Food teams worked incredibly hard together to
combat this. By the end of the year, availability had improved in
our Food business - 94% of products were available in all our
stores on average each day (against our target of 95% for the
financial year) despite continued supply chain challenges.
In Q1, we opened our Biggleswade distribution centre. It's the
largest, greenest depot in our network, with up to 1,000
colleagues, delivering up to two million cases a week to stores up
and down the country.
I also took the decision to review our Food strategy. We needed
to identify, focus and invest only in the areas that played to and
capitalised upon the strength of being the UK's number one
convenience retailer. And, as in all of our businesses, we needed
to find ways to remove unnecessary costs and increase
efficiency.
Our Pure Convenience strategy launched in Q3 with a renewed
focus on convenience and value. Lower pricing on key products, more
focused ranging and better targeting what our customers and members
want from our Co-op, combined with our decades of experience in the
convenience market, will enable us to continue to grow our business
through four key routes to market: Retail, Wholesale, Franchise and
Online.
Recognising the challenging retail environment and the cost
headwinds we have faced, our overall retail trading performance was
strong, and we have managed to mitigate the pressures that these
would have otherwise placed on our business. Revenue grew (sales
for the full year were GBP7.8bn (2021: GBP7.7bn), basket size
declined as customer behaviours shifted and profitability was also
affected. Despite this, we continued to broadly maintain market
share (2022: 6.1%, 2021: 6.2%).
Our Wholesale business Nisa saw strong growth in sales of Co-op
own brand products, an increase in profitability and strong partner
growth with the addition of over 475 new stores during 2022.
Funeralcare achieved an important milestone in 2022 , with the
creation and FCA approval of Co-op Funeral Plans Ltd, our regulated
business supporting members and customers through the sales and
redemption of funeral plans. Despite many changes and disruption in
the marketplace, due to regulation and competitor activity, we had
a positive performance and saw an increase in revenue for the year
(2022: GBP271m, 2021: GBP264m) and market share (end of 2022:
14.67%, end of 2021: 13.92%).
Contributing factors to this strong performance include
marketing investment and activity; a new all-colleague code,
designed by colleagues to improve their experience of working for
our Co-op; and first to market initiatives such as distribution of
ashes via drone.
We also said a sad goodbye to our Managing Director Sam Tyrer in
October after a long-planned exit, to pursue a career in a
different industry. Former Chief Operating Officer, Gill Stewart,
took up the role to lead our Funeralcare business and teams with a
comprehensive hand over from Sam. Our colleagues continued to work
tirelessly to ensure the best possible experience during such a
difficult time for the families that trust us to care for their
loved ones.
In 2022, we supported over 3,000 more families following the
loss of a loved one, with an increase in popularity of lower cost
Direct Cremation and Burial funeral options, and a slight decrease
on tailored services, resulting in slight increases in both revenue
and operating profitability.
Our Legal Services business outperformed the market and produced
outstanding year-on-year growth with revenue up by 19%, to GBP46.3m
(2021: GBP39.0m).
Our strategy to enable digital access to our products and
enhancing our services led 50% of all clients to access Legal
Services digitally during the year, with client satisfaction across
all channels staying strong at 85%.
We made significant progress in strengthening the growth of our
business through major partnerships, with renewed contracts during
2022 including Newcastle and Saffron Building Societies and Cancer
Research UK, and new partnerships with The Co-operative Bank PLC
and Amazon UK.
Our Insurance business continued to develop during 2022 and
build on the foundations created during 2021. Having products which
are easily accessible to our members and customers is key, and we
sought innovative ways to bring them to more places where our
members and customers shop. We were one of the first insurers to
bring our home insurance policies to Amazon UK.
Due to the external pressures affecting the insurance market
specifically including car sales at an all-time low, cost of parts
and labour increasing with inflation, regulatory changes impacting
policy pricing and a decrease in consumers switching policies at
renewal, performance was mixed.
However, challenges in Motor and Home products were offset by
positive performances in Travel and Pet policies, with our new Pet
partnership with Markerstudy doubling the number of customers
holding pet policies with us.
And, of course, our Funeralcare, Legal Services and Insurance
businesses continued to excel as a combined 'Life Services'
portfolio, helping members and clients navigate life changing
moments. In 2022, our Moving Home Hub continued to develop and
support with buying, selling or moving home by bringing together
products, services and information from our Legal Services and
Insurance businesses. Also, our market leading funeral and legal
expertise continued to offer joined up guidance and support
bereaved families through their emotional moments and practical
needs.
2. Improving operational efficiency
We entered 2022 with a plan which included increasing our
operational efficiency. We knew our costs to operate and serve our
members, customers and communities were too high, and we needed to
reduce our capital expenditure and debt.
Everyone in our Co-op has pulled together and worked
co-operatively to make this happen. Our results show that hard work
beginning to pay off. Mike Hazell, our Interim Chief Financial
Officer will explain our year end results in more detail in his
financial overview.
At times, this has involved taking some very difficult
decisions, especially with the restructuring of many of our
teams.
This has meant, though, that we were able to mitigate new
headwinds in 2022, while maintaining our margin and delivering an
underlying profit in line with what we achieved in 2021 despite
significant increases in operating costs that were driven by
external factors.
Also, as you'll see in Mike's update, we began 2022 with GBP920m
of net debt, reducing to GBP731m at the end of H1 2022, and further
to GBP333m at the end of 2022. This is thanks to trading well,
managing our cost base, driving cashflow disciplines, the
successful appeal of the IBM legal claim and the sale of our petrol
forecourts.
Sheer determination across our Co-op to reach our cost saving
targets of GBP101m for the year mitigated significant increases in
energy costs and salary inflation, driven by the external
environment, which would otherwise have materially impacted Group
profits this year.
It's a robust performance in what has been a difficult and
disruptive trading year for many businesses. I'm very proud that,
thanks to the efforts of everyone in our Co-op, we ended 2022 with
a much improved and substantially more stable balance sheet to take
us into 2023.
3. Delivering our Vision - 'Co-operating for a Fairer World'
Making things Fairer for our Members and Communities, Fairer for
our Colleagues and Fairer for our Planet is always at the heart of
everything our Co-op does.
There is much we can be proud of when we look back at 2022.
Through our community programmes and in true co-operation with
colleagues, members and partner organisations, our focus on
providing fair access to food, fair access to mental wellbeing
support and fair access to opportunities for young people continued
to be relevant and needed.
We simply couldn't do this without the support of our members,
who, by trading with us and buying Co-op products and services,
generate the value we re-invest in our businesses and re-distribute
to communities and local causes.
In 2022, we celebrated our members generating over GBP117m for
local communities since 2016, when the Local Community Fund
launched, followed by the Communities Partnership Fund in 2020 -
GBP24.6m was raised through the Local Community Fund, Community
Partnerships Fund and Carrier Bag Levy in 2022 alone and, during
the year, the Local Community Fund supported over 4,000 individual
community projects.
Our charity partnership with Mind, SAMH and Inspire, after three
years of fundraising, hit our target of GBP8m (GBP8.33m) bringing
communities together to support mental wellbeing across the UK.
This was a staggering GBP2.3m more than our original GBP6m
target.
And we found new routes to support those who found they needed
it in 2022. More than GBP1.2m was raised for the Ukraine and
Pakistan appeals driven by the Disaster Emergency Committee, which
brings together 15 leading UK aid charities.
Our network of Co-op academies grew to 29, providing fairer
access to education for young people with the addition of two new
academies in Manchester and Stoke-on-Trent. The Co-op Academies
Trust was also successful in bidding to build a new free school in
East Leeds - Co-op Academy Brierley will open in September
2023.
And in November, our charity, the Co-op Foundation, launched its
new five-year strategy, ' Building communities of the future
together ', to deliver unrestricted grants in 2023 of up to
GBP30,000 a year for five years to help organisations develop
diverse young leaders of the future.
We cannot achieve our Vision alone, nor should we aim to. In
2022, our Co-op, our charitable Foundation and Co-op Academies
Trust formed new partnerships which helped see young people in our
schools get access to a healthier breakfast, see families in our
communities gain greater access to affordable food and see the fair
distribution of surplus food through our new platform Caboodle.
There's more detail on all of our community support and
partnerships in our Vision update.
Despite the challenges and headwinds faced during 2022, we
remained true to our Purpose of championing a better way of doing
business. We were honoured that our efforts to operate our
businesses sustainably and for the longevity of our planet were
acknowledged with the Queen's Award for Sustainability in April
2022, followed by the Relex Responsible Retailer Award in July at
the 2022 Retail Week Awards.
Our Co-op being involved in and influencing conversations that
can drive external decision making - benefitting our members,
customers, colleagues and communities - is a responsibility we take
seriously and that sits within our core principles of
co-operation.
During 2022, for the first time in my role as Chief Executive, I
had the honour of being invited by the World Resources Institute to
speak at COP27 about our pioneering water security partnerships
with Water Unite and The One Foundation. Together we have raised
over GBP20m since 2007, funding critical WASH (water, sanitation
and hygiene) and water security programmes, positively impacting
the lives of over 2.9 million people.
I joined the World Wildlife Foundation at their Commitment to
Nature Steering Group, and the British Retail Consortium Climate
Action Roadmap Steering Group, as their Chair.
Energy dominated the headlines during 2022 and as the war in
Ukraine continued to push up prices and threaten supplies, with no
visible end to the volatility, we joined forces with other leading
retailers to request Government open discussions about the
sourcing, security and investment in renewable energy sources.
Our commitment to our colleagues is to create a truly
co-operative, diverse and inclusive workplace and culture, and to
support their wellbeing.
2022 saw our first ever ethnicity pay gap report, the
establishment of a new colleague fertility policy and refreshed
menopause policy, offering greater support for colleagues.
We were also proud to maintain our first place Silktide ranking
against 11 other UK retailers for our website accessibility.
Our colleagues were not immune to the increased cost of living.
Rising costs were top of the agenda in every conversation during
2022. In April, we again re-aligned our minimum hourly rates to the
Real Living Wage for all colleagues including younger colleagues
and apprentices.
We also invested GBP12m in payments onto colleague membership
cards, and we extended colleague discount to 30% on Co-op own brand
products from 20 October until April 2023.
Thank you
2022 was another year of challenges for our Co-op, which our
organisation met together and resiliently. Because of this, it was
a year of incredible progress.
None of this would be possible without our members, colleagues
and my leadership team.
Our Co-op is owned by our members. As Allan references in his
introduction, I am delighted to have seen an increase in the number
of active members choosing to be part of our Co-op. Every single
member makes our organisation special, however I'm particularly
pleased that, as Allan said, we've seen new growth in our active
members, for the first time in five years.
I'm grateful to our National Members' Council - a passionate
group of members, including colleagues and other co-operative
societies, totalling 100 people from a variety of backgrounds. The
Council continued to champion the interests of our members across
everything our Co-op does in 2022, inputting into areas including
our Pure Convenience strategy in Food and our Diversity and
Inclusion strategy. Their advice on our cost of living support to
members, colleagues and communities proved invaluable.
I thank them for their warm welcome when I took on my role and I
look forward to their continued support and involvement in 2023, as
we work together to ensure co-operation and membership sit firmly
alongside delivering our Vision.
My heartfelt thanks and gratitude also go to each and every
member, customer and client who has placed their trust in us over
these 12 months by trading with our businesses and advocating our
products and services.
My thanks also go to our amazing 57,000 colleagues, without whom
our Co-op wouldn't be where it is today. Words cannot express how
grateful I am to them for showing up and giving their very best
each day as we faced the challenges and headwinds of 2022.
I am so proud of them for their hard work, passion and
commitment to our organisation, members, customers and communities,
and the care that they show for each other. I am also so grateful
to them for speaking up and telling me both when we have gotten
things right, and also when they think we could do better. Each and
every colleague plays their part in making our Co-op the special
place it is and working alongside them is a real honour.
I'm also thankful to my leadership team who have stepped up this
year in the face of adversity, supporting and embracing the change,
challenge and, at times, very difficult decisions that were
necessary for us to affect the future course of our Co-op.
I thank them all for their bravery and commitment, and for their
ability to take on new roles and responsibilities with incredible
professionalism while maintaining a sense of perspective and
humour.
One often hears that the CEO job is a lonely one. I can
genuinely say that, with my leadership team, this is absolutely not
the case. They are a strong, focused and supportive group of people
that - along with our colleagues, our Board and our Council - make
(almost!) every day working at our Co-op a joy.
All of us, together, truly co-operated for a fairer world during
an incredible year. We should be very proud of what we've achieved.
Our future is positive, and I'm looking forward to what 2023
brings.
Shirine Khoury-Haq
CEO, The Co-op Group
Financial overview - from Mike Hazell, Interim Chief Financial
Officer
Our headline performance
2022 was a year of significant macro-economic and geopolitical
turbulence, translating into very difficult trading conditions for
most businesses including our Co-op.
Our full year financial performance sits against a backdrop of a
deep and lasting cost of living crisis, double digit food
inflation, soaring energy costs and continued disruption to global
supply chains from the impact of the war in Ukraine.
Despite this challenging backdrop, our Co-op has had a
successful year, delivering a strong set of results, with a very
solid profit performance, strong cashflows and a growing top
line.
We have grown our sales, successfully maintained margin and
managed our cost base to mitigate the significant cost inflation on
ourselves, our members and our customers. This was also supported
by some difficult decisions, including the restructuring of the
team at our support centre.
There is no avoiding the impact that inflation is having on the
profits of most businesses - for our Co-op, energy costs increased
by GBP48m in 2022 compared to 2021, and salary inflation drove a
further GBP55m of additional cost. Faced with such inflationary
pressures, the renewed cost disciplines we have instilled in 2022
have served us well and we successfully delivered our targeted cost
savings of GBP101m during the financial year, to mitigate these
pressures.
Recognising the difficult time many of our customers and members
were experiencing, we sought wherever possible to protect our
customers and absorb inflation. Throughout the year, we continued
to focus on delivering the propositions and value that our
customers need at this difficult time, including GBP38m of direct
reward for our members and their communities. Importantly, we also
sought to support our colleagues through the winter cost of living
crisis with additional one-off support of GBP12m and by increasing
our colleague discount to 30% on Co-op own brand products from 20
October until April 2023.
This solid financial performance, combined with a focus on
balance sheet and cash, delivered a very strong cashflow position
and a step-change reduction in our net debt. Part of this action
included the sale of our petrol forecourts in October (roughly 5%
of our Food store estate) which generated a significant one-off
profit and cash proceeds.
Furthermore, through continued focus on cost control, management
of working capital and our measured approach to capital investment,
we strengthened our balance sheet significantly. This means we are
well set to ride out the economic storm whilst still being able to
invest in our longer-term future through capital light and
commercial opportunities.
Group financial metrics
Revenues : Group revenue of GBP11.5bn is 3% higher than last
year. We saw increased inflation but also smaller baskets and more
conservative spending, according to our data. This represents a
strong result across our portfolio of businesses in light of the
challenging economic trading conditions. Sales in our main Food
business are GBP134m higher than 2021 even though the comparative
period included two more months (or around GBP150m) of sales from
our petrol forecourts which we sold in October 2022. Like-for-like
sales in our core convenience stores were up 3.2% with downward
pressure on consumer spending from the cost of living crisis being
offset by significant food inflation. Sales in our Wholesale,
Funeralcare, Legal Services and Federal businesses are all also up
in 2022, on the prior year.
Profitability: despite the significant inflationary cost
pressures we have faced (particularly on energy and salaries), our
robust sales performance and tight cost control means we have
maintained our 2022 profit levels, broadly in line with 2021 levels
at GBP100m (2021: GBP100m) and underlying EBITDA (earnings before
interest, taxes, depreciation and amortisation) of GBP490m (2021:
GBP505m). This is commendable given the challenging economic
backdrop and demonstrates how hard all of our Co-op colleagues
worked in 2022, driving efficiency throughout our business and
helping shield our members and customers from the worst of the cost
increases. Delivering in this way, despite the unprecedented
headwinds, is all the more impressive when considering that 2021
included two more months of profit (around GBP10m) in our Food
business from the petrol forecourts we subsequently sold in October
2022.
Full year underlying profit within our Food business fell
slightly following the forecourt disposal, but this has been offset
by improvements in our Wholesale, Funeralcare and Legal Services
businesses.
At GBP5m, our operating profit in 2022 is GBP59m lower than
2021. Although our underlying operating profit is comparable to
last year, we've incurred GBP59m more of non-underlying charges in
2022 compared to 2021. These changes primarily relate to the
impairments we have recorded against some of the assets that we
hold to reflect the continued difficult trading conditions we
anticipate going forward as well as other non-recurring items.
At GBP247m, profit before tax (PBT) is significantly higher than
last year (2021: GBP57m). Although our operating profit is lower
this year (as noted above) we have recorded a gain on the disposal
of our petrol forecourts of GBP319m which increases our PBT number.
This relative increase is partially offset by the one-off gain of
GBP99m that we recognised in 2021 following the settlement of a
long-term liability.
Net Debt: our net debt reduced by GBP587m to GBP333m (2021:
GBP920m). This significant reduction was generated by the GBP408m
net proceeds from the sale of our petrol forecourts (excluding
lease disposals of GBP171m), GBP72m payment following the judgement
on the IBM legal case but also a strong underlying cash performance
in the Group, which generated positive cashflows from continuing
operations of GBP383m.
Membership update
The cost of living crisis left our vulnerable members in even
more need of the value we create across our Co-op, but also our
support of local causes, safeguarding access to food and basic
amenities across our communities. As economic challenges look set
to continue into 2023, our Co-op took the decision to re-assess our
membership offering and what more could be done for those 4.41
million members who were active over 2022. This is the first time
we have seen this number grow in five years.
As always, we worked closely with our passionate National
Members' Council in 2022, collaborating on how we best engage our
members, who own our Co-op, and demonstrate how our Co-op
Difference can offer meaningful support, especially during the cost
of living crisis.
Council continued to help develop key initiatives that matter to
our members, including the Warm Spaces funding boost for local
community organisations, helping others to navigate energy costs
during winter. It also remains an important touchstone for our
Co-op's culture, championing work around diversity and
inclusion.
Recruitment and rewards
592,000 new members joined us in 2022, more than 2021 (517,000)
and we ended the year having achieved our target for active
members, having also reactivated over 219,000 of our lapsed
members.
And we're delighted to be attracting younger members - more than
45.3% of our new members are aged 35 and under. This is above the
40.4% target we set ourselves.
In 2022, we shared a bonus digital offer of GBP3 off a GBP10
shop with just under 190,000 new members to welcome them to our
Co-op and encourage them to engage with our app.
Specifically, from May, we lowered the price of our lunchtime
meal deal to GBP3.50 for all members, saving them 50p. More
exclusive member deals were made available in 2022 than any other
year, including a saving of GBP5 when members buy three
Irresistible wines, Irresistible crisps at 90p and GBP1 off
pizza.
Seven digital offers were sent to all members to mark the World
Cup. Across November and December, members received a price
reduction on Walkers Sensations and Ben and Jerry's ice cream. As a
thank you for helping us raise GBP117m for local communities since
2016 (the year our Local Community Fund launched), members received
an offer of 25% off a Co-op Irresistible product.
Engaging our members
Our members play a unique role in helping to power our Vision of
'Co-operating for a Fairer World'. They've been able to learn more
about their Co-op and the big issues affecting their communities,
and have helped choose how our funding is used while making sure we
focus on the things that matter most.
They continued to help shape how we deliver our community
missions nationally and locally, as well as the products and
services we provide for members. They also added their voices to
many campaigns and actions that helped us make a difference
together. In 2022, members contributed to our Vision through 1.9
million participations and by volunteering over 116,000 hours of
their time to our community, campaigning and co-operative
participation activities.
To ensure our members' voice continues to be heard and their
insight drives what we do, members help design new products and
services, shape strategies and policies and support us with
campaigning.
Over four dates in October, Co-op's Join In Live events were
back online again and also in-person for the first time since 2019.
Hosted by our National Members' Council, the events shared
performance updates from our businesses and an overview of our
Co-op's new community partnership with Your Local Pantry. They also
offered opportunities to put questions to Board members, leaders
from our Operating Board and generate conversations around what
more could be done to support members, customers and colleagues
through the cost of living crisis, with some members offering to
support Local Pantries.
The events build upon those monthly opportunities to develop
products, share thoughts and ideas and shape plans that go live on
our members' online Join In platform. Our Member Pioneer team also
take our Join In Live events to a local level throughout the year,
theming them on important topics and initiativ es and inviting
members and customers to come along to stores and community spaces.
More than 300 'Live Local' events - led by Member Pioneer
Co-ordinators and attended by thousands of members, customers and
local causes - were focused on Fairtrade, membership and
sustainability.
And those successful collaborations with our members shone
through in 2022, as further testimony to the role they play in
shaping our business.
-- In September, Crumbs - the gingerbread character available in
our Food stores - was given a skeleton makeover for Halloween,
thanks to design winner Lorcan Smith from North Hykeham in
Lincoln.
-- Co-op members played an important role in designing our new
Co-op Irresistible Rosé wine. Based on member feedback during
online wine events and a fizz and rosé masterclass, Co-op Solo Pale
Spanish Rosé was developed based on what our members told us they
prefer in terms of wine colour, bottle shape and label
information.
-- Announced in March, our first ever member-inspired ice cream
hit Co-op freezers, after more than 90,000 members shared ideas on
flavour combinations in 2022. Members who had been involved were
invited to a special tasting event in Manchester before 900ml tubs
of Raspberry Pavlova ice cream landed in our Food stores. The ice
cream went on to sell more than 285,000 tubs before the end of the
financial year.
To read more about how our Co-op rewards members, including 2p
back for every GBP1 spent on selected Co-op branded products and
services, as well as personalised and exclusive offers, please see
our page 60 of our Co-operate Report.
Business unit updates
Food - from Matt Hood, Managing Director, Co-op Food
As with all retail organisations, throughout 2022, we've
continued to operate in a challenging and demanding economic
climate. The impact of the pandemic, Brexit and the ongoing war in
Ukraine caused workforce shortages, supply chain constraints and
drove a cost of living crisis, which affected our members,
customers, communities and our business, resulting in changing
consumer shopping habits and much more.
Our performance
As we reported for H1 2022, profitability was partly affected by
the rollout of our new SAP supply chain systems, as we continued to
feel the effects of a global pandemic and supply chain crisis.
However, performance in FY2022 overall was strong for our Food
business, considering the significant headwinds in play across our
market, including rising energy costs and inflation. We also stood
by our commitment to invest in colleague pay during the year.
Mitigating actions that we'd already taken ensured tight cost
control with available funds to navigate cost challenges:
-- Energy initiatives to reduce our energy consumption through
dimming lighting in stores with excess brightness and reducing
target temperature in stores from 19 degrees to 17 degrees. This
also helps us be 'Fairer for our Planet.'
-- Tight prioritisation of spending helped us improve our cashflow.
-- We closed some of our poor-performing stores and took the
difficult decision in July 2022 to restructure some of the teams at
our support centre in Manchester, as we faced tough trading
conditions down to rising inflation in H1.
Nevertheless, profitability for the full year ended 11% lower
than in 2021 (2022: GBP139m, 2021: GBP156m), albeit that GBP10m of
this reduction is due to the sale of petrol forecourts in
October.
Sales for the full year were GBP7.8bn; representing a slight
increase on the previous year (2021: GBP7.7bn). Based on our own
data (comparing the 2022 average selling price to that of 2021),
our food sales (excluding fuel) were heavily impacted by increased
cost prices driven by market wide inflationary pressures, with full
year inflation of 5.9%, peaking at 8.9% in December 2022. In
response, to support members, customers and colleagues, GBP37m was
invested in our prices, across a series of popular products.
Inflationary increases offset lower volumes in the year, with
unit volumes down 5.5% on 2021 (2022: 3.7 billion, 2021: 3.9
billion). Corroborated by our own data, customer behaviour incited
'smaller' baskets across the market, with fewer products per
transaction on average during the year, although frequency of shop
did increase. Product availability in our Food stores improved in
2022 - by the end of the year, availability continued to improve
from Q4 2021 and 94% of products were available in all our stores
on average each day (against our target of 95% for the 2022
financial year).
In October, we completed the sale of our 129-site petrol
forecourt business to Asda for an enterprise value of GBP611m. This
represented 5% of our retail estate of 2,564 stores. Fuel
performance was strong in 2022 with sales GBP69m higher
year-on-year (2022: GBP571m, 2021: GBP502m) despite only operating
for 10 months of the year. Trading profit for our petrol station
stores overall was GBP47m, which was GBP2m lower than 2021 (2021:
GBP49m).]
Despite a turbulent year, we ended 2022 with a market share of
6.1% by the end of 2022 (2021: 6.2%) according to data from Kantar
Worldpanel.
Margin held up well overall for the year, with new customer
behaviour driving significant change in three key areas:
1. Cigarettes and tobacco sales - as lower margin products -
were lower overall, as confirmed by data from IRI.
2. Our own data shows that customers switching to vapes increased significantly in 2022.
3. We saw an increase in the number of food to go soft drinks
sold in 2022 compared to 2021, where customers shopped more
multipack purchases during the pandemic.
In our Wholesale business, Nisa has had a successful 2022,
despite these same economic challenges impacting all retailers.
Key highlights
-- Refreshed strategy - Pure Convenience
Over the last few years, we've continued to invest in our
estate, infrastructure and people. Our focus on convenience has, in
turn, powered up our proposition, extending our reach through our
four routes to market - Retail, Wholesale, Franchise and Online -
to get closer to where people are.
In September 2022, we unveiled our new-look Food strategy with a
renewed focus on convenience and commitment to offer greater value,
led by a GBP37m investment to slash the price of over one hundred
products.
Our refreshed strategy aims to capitalise on the experience
we've gained in the market over the last decade. We've grown our
business to operate more than 2,400 Co-op stores, supported by
online platforms, built a nationwide franchise business and served
almost 5,000 independent convenience stores through our wholesale
arm.
-- Product range
In response to the cost of living crisis, we lowered prices on
more than 120 Co-op own brand products from pizza, pasta and
burgers to fruit and vegetables, by as much as 36% in 2022, and
'locked' these prices into the new year to support our members,
customers and communities who face rising household bills.
Our target shoppers come to us looking for treats, food on the
go, inspiration in meals for the night and to top up their bigger
shops.
In the first half of 2022, we began repositioning our fresh,
chilled and frozen meals, bringing them together consistently
across all our stores so customers could quickly shop our meal
offers and easily identify our new ones. These changes set the
foundations to ensure we fully complied with the Government's new
High in Fat, Sugar and Salt (HFSS) regulation, which came into
force for England-based stores of over 2,000 sqft in October.
We know that creating member and customer value is our key to
success, balanced with a sustainable cost to serve. This requires
continued focus on range, investment in value and price and
rewarding our members and customers for their loyalty.
To enable this, in 2022, we began an 18-month range review
programme to revamp every category in our shops to ensure real
customer value through our four levers of price, promotions, range
and quality. Through this work, we began looking to balance branded
versus own brand products, improve the distribution of our Honest
Value range, improve packaging and our use of plastics and
introduce member-only deals.
Whilst doing this, we also looked to reduce the number of
products in our range, removing those we know don't matter as much
to our members and customers. As well as helping us to improve
overall value perception, work like this allows us to manage our
overall cost to serve our members and customers.
-- Online
We continued to focus on growing our online presence in 2022,
supporting efforts to make shopping quick, easy and convenient for
our members and customers. Our aim remains to be the most
convenient home delivery service in the UK, as we continue to
innovate to meet the needs of consumers.
Our online business (including the expansion of our own site
offering and our offering through partners) could reach 81% of the
UK population before the end of the year and revenue grew to be 24%
more than we achieved in FY 2021 (2022: GBP222m, 2021: GBP179m).
Our online delivery services were available in more than 1,800
individual Food stores across 859 locations in 2022, with stores
acting as micro-distribution hubs in communities.
By the end of H2, Deliveroo was available in 1,296 stores (1,235
if we exclude our petrol forecourt sites), and Uber Eats in 1,001
stores. Of all the orders placed through our online shop
(coop.co.uk) in 2022 overall, 64% of transactions came from Co-op
members.
A key part of our online strategy in 2022 continued to be the
development of our ecommerce offer, using the competitive advantage
of our store footprint to provide fast home deliveries, click &
collect and added services.
Growing market share remains our priority, targeting 30% of the
quick convenience market share (rapid delivery from store to door)
within four years . We started to develop plans in 2022 to simplify
the online delivery operation for our colleagues, working with our
partners to move all their platforms to our hand-held terminals,
meaning everything will be in one place for our store teams.
-- Distribution
In January, we opened our new Biggleswade depot - our largest
regional distribution centre (660,000 sqft). The depot became fully
operational in H1 as the most sustainable and environmentally
friendly depot in our network, handling over two million cases of
frozen, ambient and fresh products a week. This depot brought
thousands of products closer to communities across the South and
South East. In April, we also began to extend and enhance our
Newhouse distribution centre, as we continued to strengthen our
existing logistics network, ensuring we have suitable distribution
facilities to deliver improved services and access to food
conveniently for our communities into the future.
A better way of doing business
We're committed to supporting British farmers - 100% of our
fresh and frozen meat is British, and we only use British meat as
an ingredient in our products. I'm proud that all our hard work has
enabled us to continue to back British farmers when others pulled
back in 2022, with our pledge to back British egg producers through
a multi-million-pound support package for producers, on top of the
GBP19m we also pledged to support pig farmers during the year. By
supporting British farming, we believe we can boost the economies
of communities across the UK and ensure the highest animal welfare
standards.
In the context of the climate crisis, we recognise that global
producers and farmers in our supply chains are some of the most
vulnerable to the shocks of extreme weather and disease outbreaks,
but are without the resources to protect themselves and their
livelihoods.
Our ambition continues to be the achievement of net zero
greenhouse gas emissions by 2040, 10 years ahead of international
agreements. From products and packaging to power and pension fund
investments, our Climate Plan details how Co-op will reduce the
impact of operations. For more information about our Climate Plan
and how we're supporting international communities, see our
Co-operate Report.
For more information about our new partnership with Your Local
Pantry and how we worked together on a live stream at Christmas
time, see our Vision update .
Wholesale - from Peter Batt, Managing Director, Nisa Retail
As with the wider Co-op Group, Nisa must remain commercially
strong now and in the future, to continue supporting our customers'
(or partners') stores, communities and shoppers. To ensure that, we
took some difficult decisions in the financial year including the
restructure of some of our teams, streamlining operations and
making cost efficiencies to get Nisa into a position where we can
reinvest in lower prices for our customers and their shoppers.
Our 2022 trading profit was GBP22m (2021: GBP9m), representing
1.5% of sales. This figure was enhanced in 2022 by GBP4.4m of
one-off gains.
Sales in our Wholesale business were 3.8% higher than the prior
year at GBP1,439m (2021: GBP1,386m). This represents a solid
performance in light of significant inflationary pressures and
tough economic headwinds, impacting consumers and retailers alike.
Of that total, sales in our Nisa business were GBP1,385m and
although retail like-for-like performance was down 2.5%, new member
recruitment remained strong.
The performance and improving profitability of Wholesale
demonstrates the underlying strength of the synergies between Co-op
and Nisa. Ensuring the profitability of the business is important,
so that we can continue to invest in Nisa in 2023 and beyond, and
pass on associated benefits to our customers.
Nisa's sales of Co-op branded products grew by 12.5% in 2022 to
GBP199m (2021: GBP176.6m) and now represents 20% of total sales,
excluding tobacco. In Q4 2022, we made a significant investment in
the pricing of Co-op branded products, to improve the margins our
Nisa partners make but also ensuring retail selling prices remained
competitive. Our data for financial year end 2022 shows just over
91% of Nisa customers were buying Co-op branded product.
Recruitment throughout 2022 remained strong, with 475 new stores
added, with in-year sales of GBP66m (GBP113m annualised). Co-op
disposal stores remain key for recruitment - we recruited 33 more
year-on-year (2022: 88, 2021: 55) with total sales at GBP42m by
financial year end.
Our Co-op is the major shareholder in Federal Retail and Trading
Services Limited (FRTS), which is a joint buying group collectively
owned by us and Independent Society Members (ISMs), which are all
retail co-operatives.
The group operates for itself, but also acts as a wholesale to
other independent co-operatives. Revenue for the year was GBP1,895m
(2021: GBP1,756m).
FRTS continues to be run on a cost recovery basis, meaning the
group doesn't make or record any profits from these sales. We
continue to explore ways to maximise our impact as independent
co-operative societies, in the increasingly competitive markets in
which we operate.
Funeralcare - from Gillian Stewart, Managing Director, Co-op
Funeralcare
2022 proved to be a very important year for our business. We
achieved consistently high client satisfaction scores throughout,
set up a new business - Co-op Funeral Plans Ltd - and then achieved
Financial Conduct Authority (FCA) approval for that business to
sell, service and redeem funeral plans.
We said goodbye to Sam Tyrer who, almost a year prior, had taken
the decision to move on to her next challenge. I was then honoured
to take on the Managing Director role, having previously been Chief
Operating Officer, to continue the delivery of our business
strategy. We also made great progress with the important work we
began in 2021, to transform the culture within Funeralcare and make
it a great place to work for everyone.
Business performance
A significant amount of work went into getting ready for funeral
plan regulation and we were very proud to be granted authorisation
when the UK's funeral plan market became regulated by the FCA on 29
July. We saw a reduction in funeral plan sales in the lead up to
this date, as customers' confidence in the market overall was
impacted pre-regulation and there were changes to our distribution
channels due to regulation. Our plan sales for the year were
16,774, down from 44,751 in 2021, not least due to exiting some
third party distribution arrangements not permitted under the new
legislation.
In preparation, Co-op Funeral Plans Ltd (CFPL) was set up as a
new legal entity and we started to sell funeral plans under the
Co-op Funeralcare brand from this entity on 1 May 2022. Our
regulatory compliance advisory function was introduced and over 700
colleagues became certified to sell, service and redeem funeral
plans on 29 July 2022, the day that CFPL became regulated. We also
launched a new digital Halo Plans system, which is a key part of
our core system transformation programme, ensuring our systems and
ways of working are regulatory compliant and future proof.
We continue to be recognised as providing one of the best
funeral plans in the market. We've been recognised for the fifth
year running as Moneynet's best funeral plan provider and awarded
Highly Commended in the Best Funeral Plan Provider category by
readers of the Money Pages.
There has been significant change in the wider funeral plan
market, with 26 out of 70 players becoming authorised to sell
funeral plans (these 26 players cover 87% of the market). This is
expected to bring greater confidence in the market, now that it is
under FCA regulation.
However, in the short term, it has led to some of our
competitors ceasing to sell plans or even falling into insolvency.
We have been in active discussions with the FCA throughout 2022 to
provide assistance where customers have been affected by this. We
were one of the providers who offered support to those who held
plans with providers that are no longer operating, through the
availability of a heavily discounted funeral plan as well as
discounted funerals for some families at their time of need.
The death rate was low in the first few months of 2022, but
increased in Q2 and remained at higher than historical average
levels through the rest of the year, with a slight reduction
overall year- on- year, as confirmed by data from the Office of
National Statistics. We saw growth in our share of the market
throughout the year, which more than offset the lower death rate
and resulted in higher funeral numbers of 93,867 for 2022 compared
to 90,731 in 2021. Clients continued to mention colleague
interactions as the primary driver of high satisfaction scores for
their experience.
Throughout 2022, our Direct Cremation and Direct Burial funeral
options grew in popularity with members and clients, making up
11.7% of our funerals (an increase from 7.9% the previous year), as
people continued to choose our unattended, lower cost services, as
anticipated during the cost of living crisis. Our simpler Essential
funeral option stayed at 11% of our funerals year-on-year. As a
result, we saw clients move away from our higher cost, bespoke
Tailored service, which made up 49.3% of our funerals in 2022, down
from 51.7% the previous year.
These factors resulted in revenue of GBP271m for 2022, which is
a marginal increase on the previous year's GBP264m in 2021.
We increased our investment in marketing activity in 2022, which
had positive results. By focusing more on brand-led messaging in
our advertising and the re-introduction of TV into our media mix,
we saw a stronger response and improved return on investment
compared to previous years. We continued to evolve our digital
strategy by making our content more personal and relevant to the
recipient's local community, as well as driving the conversation
around grief and bereavement on a national level through our
partnership activity with publisher Reach and podcast company
Acast, developing podcasts which featured guests including Rev.
Richard Coles and Coleen Nolan.
The higher revenue performance was partially offset by this
increased marketing spend, and some inflationary headwinds with the
business delivering improved operating profit in 2022 of GBP16m (vs
GBP12m in 2021).
We're passionate about giving our clients truly unique and
personal ways to remember their loved ones, so in November we led
the market by becoming the first funeral provider to offer a
service where ashes can be scattered by drone. Families now have
the option to scatter their loved one's ashes by drone in memorable
locations over land or sea. More than a third (35%) of those who
have cremated a loved one in the past five years opted to scatter
ashes in a location of significance.
Partnerships
To enable us to support the growing demand in Direct Cremation
services, we welcomed a new partnership with crematoria provider
Westerleigh on 1 August. They're the leading developer and operator
of crematoria and cemeteries across the UK, as well as having
state-of-the-art systems and processes to give our members and
customers an improved service.
In January, we launched a partnership with Cruse Bereavement
Services with the aim of helping people to talk about death and
grief more openly, and empower people in their local communities to
provide everyday bereavement support to those who have experienced
loss. Related YouGov research we carried out showed 54% of UK
adults had lost a loved one in the last five years. Of those who
were bereaved, 31% said it impacted their mental health and 15%
were left isolated.
This work continued throughout 2022 and, in October, we
re-launched our Co-operate platform, which helps connect people
with events, groups and activities happening in their local
communities. We also updated our online hub to include more useful
tips and information about grief and bereavement.
In November, we joined with Cruse and local MPs to host an event
in Parliament highlighting our 'Connecting Communities' partnership
and welcoming the findings of the UK Bereavement Commission. We
also launched a new podcast in partnership with Cruse called 'Let's
Talk About Grief', with the aim of opening up the conversation
about grief and bereavement.
In November, we welcomed a new partnership with EverWith, the
UK's largest memorial jewellery company, as we expand the services
and support we provide to families beyond the day of the
funeral.
Vision
As part of our focus on bereavement support within the
community, colleagues in our funeral homes across the country
encouraged people to come together and take part in Marie Curie's
National Day of Reflection on 18 March, as the nation reflected on
the second anniversary of the pandemic.
We also continued to innovate in the way we co-operate for a
fairer planet. We invested further in environmentally friendly and
sustainable alternatives, including the use of an electric fleet,
trialling both electric hearses and ambulances. We also began
trialling more eco-friendly funeral options.
Colleagues
Throughout 2022, we continued the work we began last year of
looking into our culture. Our Funeralcare colleagues pioneered the
launch of an All Colleague Code, with the purpose of creating a
workplace where everyone feels they belong and has a safe space to
work together. Both the Code and the launch approach have been
positively received and we're seeing the difference it's making in
how colleagues feel about working in Funeralcare. There was
significant improvement in our annual colleague survey results
across engagement, enjoyment with working for Co-op, empowerment
and a decline in those colleagues who have witnessed or experienced
bullying, harassment or discrimination at work since 2021.
We recognise how important our caring and professional
colleagues are to our business and our clients' experience. They
play a unique and valuable part in their local communities, where
the support they provide goes beyond the day of the funeral. It's
vital that our colleagues feel a sense of belonging at work and
that they receive the care and support they need. We will continue
building on the progress we've made over this past year, to ensure
Funeralcare is an inclusive, diverse and safe place for
everyone.
Insurance - from Charles Offord, Managing Director, Co-op
Insurance
2022 saw further development of our insurance business with new
partners, products and distribution channels added. We successfully
transferred to new partners for Pet and Travel insurance and made
our Co-op products available in more places where our members and
customers shop. Like Home and Motor insurance, Pet insurance is now
available across all main price comparison sites and Co-op Home
insurance is now available through Amazon UK. In addition to
extending our reach, we are also expanding our insurer partnerships
to strengthen pricing and coverage to meet more of our member
needs.
We achieved revenue of GBP24m (2021: GBP34m) and profit of
GBP8m, after an adjustment of GBP4m relating to the accounting
treatment of deferred income following the sale of the underwriting
business in 2020 (2021: GBP15m). This is as expected - our new
distribution model continued to establish itself and - since the
sale of our underwriting business and as part of the agreement - we
continued to process those policies that were owned by our
underwriting business before its sale to Markerstudy, and see, and
have seen policies to their end.
Home and Motor insurance products
As with the whole insurance market this year, our performance
has been mixed and subject to external pressures and changes caused
by the pandemic, claims cost inflation and regulatory changes.
According to price comparison website commentators, overall
customer demand for Motor insurance policies reduced by around 7%.
This has happened for several reasons.
According to the Association of British Insurers' (ABI) Motor
Insurance Premium Tracker, published in December, car insurance
claims inflation went up by 16%, making them just over GBP3,000
each on average in the year to Q2 2022. The ABI reference a number
of complex supply chain issues as responsible, as well as the
increasing sophistication of vehicles (leading to more expensive
repairs) and rises in the costs of raw materials and labour.
Despite this, the ABI Tracker shows that the average price paid
for motor insurance rose by a marginal two percent over the year to
September 2022.
We also saw new pricing regulations come into effect for Home
and Motor insurance from 1 January 2022, which treated loyal
customers as favourably as new customers.
During 2022, 50% of consumers were seeing either a decrease or
no change at renewal, the largest proportion since mid-2015.
Shopping and switching rates were at their lowest point since 2009
(when market data collection began) as a result of lower renewal
pricing, based on data from ConsumerIntelligence.com.
Despite these factors, we were still able to deliver 103,388 new
Home and Motor Policy sales .
Although we've experienced challenging market conditions, we've
continued to focus on improving our customer experience. In 2022,
we introduced a new online claims portal which is already used by
just under half of our Motor insurance customers going through a
claim. Throughout 2022, we improved our online Motor insurance
journey meaning 9% more users who start a quote with us are
completing their quote compared to 2021, and we've also improved
our quote follow up communications which drove a 60% increase in
users visiting our 'retrieve quote' page, year-on-year. These
improvements, plus others, make it easier than ever for members and
customers to engage with Co-op Insurance.
These improvements in customer experience were recognised by The
Institute of Customer Service in their UK Customer Satisfaction
Index survey. In the insurance sector report, Co-op Insurance rose
to number four across the industry. In addition to this, Co-op
Insurance was the most improved brand in the year not only within
the insurance sector but across all UK sectors.
Travel, Pet and Life insurance products
These challenges in Motor insurance have been offset by a strong
performance from some of our other products. Travel, Pet and Life
insurance have all performed very well in 2022, with 61,232 new
policy sales. By the end of 2022, we'd refreshed all our insurance
products with an aim to provide better cover, more choice and
better prices. We added new features to help our products meet the
needs of our customers and members. This included a discount on
policies for rescue pets and providing cover for older pets who
traditionally find it harder and more expensive to get protection
through insurance.
Having focused on our product offering and customer experience
for a number of years, in the second half of 2022 we moved our
focus to extending our distribution and maximising the market
leading products we have. We're now getting our products to more
people, making insurance easier to buy and offering it in more
places.
We also put a renewed focus on our members and communities, and
responded to the cost of living crisis with help for our members
and the community causes we support.
Partnerships and distribution
Our new Pet insurance partnership with Markerstudy has gone from
strength to strength since the new proposition was launched at the
start of the year. Customer feedback has been positive, and this
has been reflected in the sales of the products, with customers
holding a Co-op Pet insurance product doubling in the space of 12
months.
Our new partnership with AllClear for Travel insurance has been
very well received by customers. Their ability to support our 'any
age, any condition' proposition, and also enhance this with the
Doctor Anywhere online support, has led to industry recognition and
consumer champion Which? nominating Co-op Travel insurance as one
of their recommended providers.
At the end of the year, we announced that Co-op Home insurance
was to be one of only three home insurance products offered through
the new Amazon UK insurance store. This will ensure our Co-op Home
insurance products are in front of millions more potential members
and customers, in a way that suits them.
The increasing use of online platforms to distribute products
will be a future development of our strategy to make it easy for
members and customers to access our Co-op products.
Members and communities
In July, we launched our Motor insurance campaign, offering both
new and renewing members GBP50 to spend on their Co-op membership
card when they took out a policy directly with us. We ensured this
applied to new members so more people could take advantage, while
supporting the further growth of Co-op's membership base. Given the
economic climate and cost of living crisis in the UK, we wanted to
make sure our communities also benefited, so for each policy sold
we also gave GBP5 to local causes.
By the time the offer came to an end in December 2022, we had
shared GBP1.3m with individual members and raised over GBP130,000
for Co-op's Local Community Fund.
Legal Services - from Caoilionn Hurley, Managing Director, Co-op
Legal Services
2022 has been a strong year for our Legal Services business - in
the context of challenges and economic uncertainty, we've continued
to grow our business. Revenue increased by 19% year-on-year to
GBP46.3m (2021: GBP39.0m), and our underlying profit increased 60%
to GBP8m (2021: GBP5m).
The majority of our growth came from the largest part of our
business: probate. Our market leading business experienced huge
growth, taking on 24% more cases than in 2021, leading to revenues
increasing by 28% year-on-year.
Our Estate Planning business had a very strong second half to
the year, resulting in a 9% increase in revenue in 2022.
Our strategy of increased digitalisation and accessibility,
growing and maintaining strong partnerships and our unique customer
journeys has supported our growth this year and led to continued
high performance for our clients. Our colleagues have been key in
supporting this growth and our work in the charity sector is
demonstrating our difference as a legal business.
Digital and accessible services
-- Our continued work in the digital space contributed to our
success as 50% of our clients came to us through one of our digital
channels this financial year.
-- We focused on enhancing our existing digital tools in 2022,
which clients can use to help them quickly and easily access our
services or legal information. We launched a new and improved
digital wills service, which led to improved conversion rates,
leads and a better customer booking journey. We also improved some
of our internal systems and processes to create efficiencies in how
we manage consultant time and workload.
-- As we develop digital tools, and improve the systems we use
internally, it's a priority that they're accessible for everyone.
Our aim is to help people use and understand the law and provide
routes to our services that work for each client.
-- We regularly check our website's accessibility as well as
organising live user testing. We've used this information to
improve our Lighthouse accessibility metrics to a market leading
position, often reaching a perfect score of 100% in 2022 .
Partnerships
-- Our partnerships strategy continued to grow in 2022. We
secured new long-term contracts with M&G, Newcastle Building
Society, Saffron Building Society and Cancer Research UK , who will
continue to refer their customers to us for estate planning
services.
-- We closed the year signing contracts with two new partners.
We have partnered with The Co-operative Bank PLC for probate and
estate planning. We have also signed an agreement with Amazon UK
for our digital wills to be sold through their platform. We are the
first legal firm to work with Amazon UK and this arrangement fits
with our strategy of making legal services more affordable and
accessible, bringing our services to new groups of customers in a
way that works for them.
Client Service
No matter if clients come to us digitally, through a partner or
a more traditional route, we want to give a great customer
experience. We're delighted that our customer service scores stayed
strong, and our customer satisfaction score for 2022 is 85% (2021:
86%). We're also really proud of our Trustpilot scores, which
improved to 4.8 stars in 2022 (2021: 4.7 stars).
Supporting our growth through recruitment and D&I
-- Our colleagues are key to supporting and delivering our
strategy and, as we grow as a business, our recruitment approach
and colleague numbers need to grow too. We continued to give
opportunities for legal careers to a wider range of candidates from
diverse backgrounds.
-- We've continued to hone and develop our essential criteria
and assessment for recruitment in 2022 which has helped us recruit
347 colleagues (this is 45% up compared to 2021.)
-- In 2022, our new hires identifying as disabled went up from
5.4% between Jan - Oct 2021 to 13% in 2022. We also saw an increase
in colleagues identifying as being from an ethnic minority. In
2022, a total 25% of our new colleagues identified as being from an
ethnic minority background. We've seen this increasing throughout
the year from 19% in Q1 of 2022.
-- Inclusion training for line managers, the review of role
profiles and recruitment criteria as well as improvements to the
training we're able to give less experienced colleagues have all
contributed to these increases.
Charity and community
-- In 2022, we continued to play a strong role in the charity
wills space. Our Estate planning team wrote 2,903 charity wills in
2022 (2021: 2,463), whilst pledges in wills written totalled an
estimated GBP51m in 2022.
Vision update: Co-operating for a Fairer World
2022 proved to be an incredibly challenging year for our
business, but also those depending upon our Co-op, who remain at
the very heart of our 'Co-operating for a Fairer World' Vision.
When the Vision was introduced a few years ago, we couldn't have
anticipated how it would be tested in years to come - we've seen it
become increasingly relevant to our members and communities, our
colleagues and our planet, all of which endured so much over the 12
months.
This has included the fallout from the war in Ukraine, which has
affected energy security and the UK economy, through inflation and
the availability of key goods. By the end of the year, the UK was
facing the biggest fall in living standards since the 1920s, with
members and colleagues anticipating headwinds for the short and
long term, including increases in the price of food and fuel, but
also fewer affordable mortgages and pension funds stretched to
their limits.
'Co-operating for a Fairer World' allowed our Co-op to take
important strides in tackling hardships and injustices, while also
taking up new opportunities to improve the wellbeing and prospects
of others. This year, our focus remained steadfastly upon making
things Fairer for our Members and Communities, Fairer for our
Colleagues and Fairer for our Planet.
Sharing with our members and communities
Our community plan has three interconnecting missions to support
programmes developed to bring about meaningful change in local
communities. These are:
-- Fair access to food.
-- Fair access to mental wellbeing support.
-- Fair access to opportunities for young people.
Raising funds
At a time where the finances of our members and their
communities had been so sorely tested, in 2022 our Co-op celebrated
raising GBP117m for local communities, since 2016. This amount has
been generated when members buy selected Co-op branded products and
services, with 2p in every pound spent split between
supporting:
-- Our Local Community Fund, helping thousands of local
community causes. 2016 marks the year that this fund launched.
-- Our Community Partnerships Fund, creating targeted
partnerships and resources to support vulnerable local communities
across the UK.
Our Local Community Fund is at the heart of our Co-op's support
for the communities that we serve, bringing to life the
co-operative principle of concern for community at a genuinely
local level. Co-op colleagues who live and work in communities
across the UK, led by our Member Pioneers, play a key role in
determining which projects will best meet the needs of their
communities, while members chose to support a cause that matters to
them more than one million times during 2022.
Our Local Community Fund supported over 4,000 community projects
in 2022, offering a share of GBP12.4m, providing critical support
during a challenging year.
-- More than half of causes (53%) confirmed that the funding
allowed them to develop new or improved partnerships with other
local organisations.
-- Co-op's support was seen to assist 43% of causes with
mobilising volunteer support from their local communities.
-- More than 47% of causes reported that their project, funded
by Co-op, had helped them obtain further funding for their
organisation.
We also secured a new partnership; our relationship with
Crowdfunder's funding website allows those same local causes the
chance to benefit from match funding and unlock additional
support.
July saw the culmination of three years of fundraising across
our Co-op on behalf of our charity partners Mind, SAMH (Scottish
Association for Mental Health) and Inspire - three organisations
well known for their work supporting mental wellbeing across the
UK. After setting an initial fundraising target of GBP6m, our
members, colleagues and customers raised GBP8.3m for these three
causes in total. The money raised helped to launch more than 50 new
mental wellbeing services in local communities across the UK,
supporting over 22,000 people in 2022. 82% of service users said
that they felt their mental wellbeing had improved as a result, and
that they were better able to cope with the challenges they
faced.
And as well as continuing to meet long-standing fundraising
targets like these, our Co-op also found new and pragmatic routes
to responding to the cost of living and its effects upon
communities over 2022.
-- Our Co-op pledged GBP19m in support of UK pig farmers,
following our move to delist imported bacon from Food stores more
than five years ago. Matt Hood, the new Managing Director for our
Food business, encouraged other retailers to help the sector tackle
high feed costs, exacerbated by the conflict in Ukraine and leading
farming communities to suffer significant losses.
-- Co-op became the first retailer to launch a GBP1m 'Warm
Spaces' funding boost, to provide urgent support to local community
organisations across the UK, as they help communities navigate
rising energy costs during the cold winter months. Funds raised by
Co-op members supported local groups in providing warm spaces for
people to use over the coldest months, through its partnership with
Crowdfunder. Eligible groups who were already offering a warm
space, but wanting to increase opening times or extend existing
services or activities during the winter, could also apply for
match funding.
-- Co-op was a founding member of the Disaster & Emergency
Committee, when it was originally established. More than GBP1.2m
was raised between members, colleagues and customers in 2022 for
their appeal in response to the devastating events in Ukraine and
Pakistan. In addition, the decision was made to remove Russian-made
vodka from sale in our Food stores, and introduce Chernigivske
Ukrainian Lager on to shelves in April, to support a business
seeking safety and security for its employees.
And in December 2022, Nisa's Making a Difference Locally
charity, which enables retailers to support good causes in their
local community, reached GBP15m. The milestone amount has been
raised for communities across the UK since the registered charity's
formation in 2008, with more than GBP1.1m raised through the sale
of Co-op brand products during its last financial year (July 2021 -
June 2022).
Key partnerships and our Community Missions
Over the course of this year, we continued to focus upon our
three Community Missions, ensuring long-term ambitions while making
an immediate difference where needed, as communities still felt the
effects of the pandemic and faced into a cost of living crisis. In
2022, we were able to put in place major new partnerships which
greatly enhanced our efforts and impact in these three key
areas.
-- Fair access to food
We continued to deliver on our commitment with Hubbub to help
its community fridge network expand to 500 locations by the summer
of 2023, meaning it could distribute millions more meals than the
original 100 locations when our partnership first began. Community
fridges continue to offer more than just food - they were developed
to bring people together to build skills, improve their mental
wellbeing and increase their resilience. By the end of 2022, we'd
identified 350 fridge locations.
And in September, we announced our significant new partnership
with Your Local Pantry, intended to help improve household
finances, while bringing people together around food.
The partnership will see Your Local Pantry network triple within
three years from 75 to 225 pantries across the UK, with the
addition of 150 new pantries, expected to see almost 650,000 visits
by July 2025. The partnership will focus on communities where
additional food solutions will make a significant difference to the
cost of living. The first 20 Your Local Pantry locations had been
identified, as part of the partnership, by the end of 2022.
Each location is run by uniformed staff and volunteers who
manage the pantries. Pantries are open to all and work like any
other grocery store, in that Your Local Pantry members - who pay a
nominal subscription each week - choose the food from the
shelves.
Members save, on average, GBP15 per shop and around GBP1,000 or
more a year on shopping bills. Overall, the new locations are
forecast to help Your Local Pantry members up and down the UK save
an estimated GBP5m a year when fully operational.
Instead of a traditional Christmas TV commercial, with the
potential to cost millions of pounds, our Co-op chose instead to
spotlight Your Local Pantry, partnering with TV chef and rapper Big
Zuu on a livestream across the country, from one of its locations
in Peckham. The event included demonstrations around simple and
nutritious recipes for only a few pounds, as well as an opportunity
to meet Your Local Pantry volunteers and its members, who are
working to help their community grow and thrive.
As part of our access to food mission, at our May Annual General
Meeting, we announced Caboodle: a new digital platform built to
help reduce food waste between founding partners Co-op and
Microsoft, with technology consultancy BJSS and TeamITG.
The not-for-profit initiative enables supermarkets, cafés and
restaurants to connect with community groups and volunteers and
redistribute surplus food. Its ambition is the creation of a single
place where food retailers and businesses across the hospitality
sector can connect with volunteers and community groups in every
city, town and village in the UK, helping to share food when and
where it is needed.
Initially trialled in Co-op Food stores in Northern Ireland,
Milton Keynes and London, the platform went live across 2,500 Co-op
Food stores in July and supported a total 14% increase in the
amount of surplus food redistributed to local community groups by
our stores, year-on-year. More than 6,500 tonnes was shared in
2022, compared to under 5,800 tonnes in 2021.
News of Caboodle was publicly supported by WRAP - a climate
action non-governmental organisation - which acknowledged its
potential to curb food waste and redistribute to those who needed
it. It has also been utilised by Co-op's partner Hubbub.
-- Fair access to mental wellbeing support
As well as our ongoing support for Mind, SAMH and Inspire, teams
across our Co-op invested time throughout 2022 and actively
participated in key mental wellbeing initiatives intended to make a
real difference in communities.
On Time to Talk Day, we partnered with Mind, SAMH, Inspire and
Rethink Mental Illness on the nation's biggest conversation around
mental health, encouraging nearly two million conversations to take
place, both inside and outside of our Co-op. Senior leaders from
our Manchester support centre spent time with Paul Farmer, the CEO
of Mind, and local organisations to encourage conversations around
greater support and open dialogues on mental health between
families, friends, others within our communities and our
colleagues.
Alongside this, more than 1.5 million people have been
signposted to information, activity and support for mental
wellbeing since 2020. This includes through our online community
centre Co-operate (developed to bring people together to make good
things happen in communities - coop.co.uk/co-operate ) , our Member
Pioneers and Funeralcare business.
To further encourage openness and support, we began the year
with a new partnership with Cruse Bereavement Support, brought
about to help people discuss grief more openly. The initiative
sought to empower mutual support across communities, to best help
those who might have experienced a bereavement. Bite-size resources
were developed to help signs of grief be identified, understood and
normalised, and further signposts to support were made available.
Over 13,000 people accessed new bereavement resources on Co-operate
in 2022.
In addition, our agriculture and fisheries team worked with the
Farm Safety Foundations to undertake important training to better
understand mental health, in particular the challenges felt in
rural communities, and garner new ideas on how they could best
support these groups.
-- Fair access to opportunities for young people
The impact of the pandemic and the cost of living crisis upon
young people will be felt for years to come. Working with external
partners has been key, enabling our Co-op to provide sustainable
solutions to support those young people whose communities and
prospects have been so badly affected.
The Peer Action Collective (PAC), which we launched alongside
the Youth Endowment Fund and #iwill Fund, is rooted in our Vision
of 'Co-operating for a Fairer World' and co-operative Values. The
PAC provides 10-25 year-olds with a voice and the opportunity to
make their own communities safer and fairer places.
The GBP5.2m youth-led programme - GBP1.6m of which is funded by
our members through their contribution to the Community
Partnerships Fund - supported more than 6,000 young people across
England and Wales in 2022, including 4,588 young people being heard
as research participants, 1,310 young people taking social action
as change makers and 169 people in paid employment as peer
researchers.
In July, a new partnership between Co-op and UK Youth was
developed in support of young people in Scotland and Northern
Ireland making a difference through social action in local
communities as part of the #iwill movement. The #iwill movement is
a collaboration of over 1,000 organisations and 700 young #iwill
ambassadors & champions from across the UK, supported by
charities UK Youth and Volunteering Matters. The GBP250,000
investment from Co-op (again, funded by Co-op members through the
Co-op Community Partnerships Fund ) has been used to recruit, train
and support new #iwill ambassadors across the nations. The 10-25
year-olds will work together to make a difference in their
communities through social action.
Co-op Academies Trust
Our focus on young people continues with our growing network of
29 academies across the North, supporting our ambition to provide
fair access to education. In 2022, Co-op Academies Trust added two
new schools; it welcomed Co-op Academy New Islington in Manchester
and Co-op Academy Glebe in Stoke-on-Trent, both Ofsted rated
Outstanding primary schools. The Trust was also awarded a new free
school by Leeds City Council, and will be officially opening Co-op
Academy Brierley in September 2023. This will be the Trust's third
special school for children with additional needs and its first
through school, supporting children from the ages of 4-18.
Our network of schools remain an important part of our Co-op and
to all within our group, who share our 'Co-operating for a Fairer
World' Vision. In 2022, the Trust worked to ensure that every
student (more than 18,500 of them) had access to a healthy
nutritious breakfast before school. A newly-established and ongoing
partnership between Co-op Food and Kellogg's sees cereal sales
contribute towards the Trust's breakfast clubs. All Co-op Academies
began to offer a breakfast club, and a free breakfast to 'Pupil
Premium Students' who are students from low income households or
have considerable disadvantages to their peers.
In May, our LGBTQ+ Respect colleague network hosted a conference
for Academy libraries, in support of greater representation of
diversity across books in our schools and, over the summer, all
colleagues were invited to donate their favourite non-fiction,
fiction books and magazines to be enjoyed by our students.
Following its success in 2021, our Co-op relaunched its virtual
work experience programme for its Year 9 Academy students, engaging
over 2,500 young people, helping them to reduce barriers to the
best possible work experience opportunities, while they developed
key employability skills through interactive sessions.
Co-op Foundation
Also supporting young people and communities in 2022 was our
charity, the Co-op Foundation, which marked the year by launching
its new five-year strategy: ' Building communities of the future
together '. This strategy was co-created with Foundation
colleagues, funded partners and our Co-op. It is led by a vision of
future, fair co-operative communities shaped by almost 100 diverse
young people, including Co-op colleagues, members and Academy
students. See www.coopfoundation.org.uk for more information.
The first round of funding from this new strategy is the GBP1.5m
Future Communities Fund. This was launched in November, to deliver
unrestricted grants of up to GBP30,000 a year for five years to
help organisations develop diverse young leaders of the future.
Grants will be awarded in 2023, led by a 'Future Communities
Collective' of 10 diverse young people working alongside the
Foundation.
In addition to developing its new strategy, the Foundation also
built partnerships and awarded grants all over the UK in 2022.
In June, the Foundation announced a new match-funding
partnership with the UK-based Astra Foundation to continue its work
tackling youth loneliness. Funding included a GBP450,000 grant to
UK Youth and Youth Focus: North East to help upskill youth workers
to better identify and tackle loneliness. This is an example of how
the Co-op Foundation can leverage money from other funders to
increase its impact and make Co-op member donations go further.
Over the summer of 2022, the Foundation also awarded GBP1.4m of
grants from its Carbon Innovation Fund partnership with Co-op Food
to help reduce carbon emissions in food and farming; a GBP250k
two-year grant to Refugee Action; and GBP1.2m of follow-on funding
for 37 current #iwill Fund partners to build on their social action
projects with young people.
Co-op Foundation finished the year by putting young people in
charge again. It launched year four of its annual Lonely Not Alone
campaign to tackle the stigma of youth loneliness and signed the
Power of Youth charter, committing to give young people a chance to
shape their future.
Working with others
During the first half of 2022, our Co-op worked closely with the
Purpose Coalition throughout H1, to evaluate the impact of our
work. This independent body, led by the Right Honourable Justine
Greening, prepared a 'This is Purpose' report, focused on our
Co-op, which was published and presented to the House of Commons in
July. The report considered our Co-op, its missions and what more
we can do for our communities, as well as the partnerships we can
create that will make a difference. Along with many other ideas in
many other areas, it also provided brilliant ideas to build on our
flourishing programme of activity for greater social mobility, and
for the greater education and employment of young people. We
continued to work with Justine and her team through 2022,
developing our plans to act on her recommendations.
In 2022, Cooplevyshare.co.uk - built for employers to come
together, create opportunities and support apprenticeships for
individuals from under-represented socio-economic groups - exceeded
the initial three-year target of GBP15m we set when it launched in
2021.
Since its inception and before the end of the financial year,
the service reached 54 donating employers and 138 receiving
organisations, detailing potential apprenticeships. 1,397 matched
apprentice opportunities have been confirmed over this time, to a
value of GBP14m.
And towards the end of the year, we were named one of the UK's
leading employers in the Social Mobility Index, which recognises
employer-led social mobility and is developed by the Social
Mobility Foundation. In 2022, we were one of just 12 businesses
asked to join the Social Mobility Commission's Employer Advisory
Group, put in place to drive social mobility in the workplace in
the UK.
-- Beyond the cheque
Underpinning all of our exceptional community achievements
continues to be our Member Pioneers - we simply couldn't have
achieved what we have without their hard work in our communities
across the UK, connecting members, colleagues and local causes;
helping them during a difficult 2022.
Our 1,000 Member Pioneers and Member Pioneer Co-ordinators
invested over 116,000 hours in our UK communities over the year and
engaged with an average of 51,000 people a month, reaching more
than seven million through their social media channels. They played
a critical role in activating campaigns, initiatives and national
partnerships.
During 2022, they delivered more than 300 Live Local events,
reaching those in our communities and colleagues alike with
important messages, ideas and opportunities to participate. Themes
ranged from Fairtrade to sustainability, and highlighted activity
such as the launch of our soft plastic recycling.
For more information, or to get involved, visit
www.communityspirit.co.uk or, to find your nearest Member Pioneer
Co-ordinator, visit www.coop.co.uk
Our 2022 Co-operate Report includes detail on the progressive
actions we're taking to fulfil our Vision of Co-operating for a
Fairer World, including our support of Fairtrade and international
communities. To read the report, visit:
www.co-operative.coop/ethics/sustainability-reporting
Colleague policies
Our colleagues have endured those same hardships as our members
and communities, and we took the opportunity during 2022 to review
and reassess key colleague policies, and their suitability for
those dependent upon on them.
-- Our leaders worked to shift perceptions at Co-op, and
fundamentally change our culture when it came to menopause,
challenging the stigma that it is a 'women's issue' when it should
be considered a workplace issue, requiring the support of affected
colleagues' whole teams.
After being one of the first retailers to launch a menopause
policy back in 2019, we took the opportunity to refresh the policy
in April, which included the introduction of a menopause support
guide for all 4,500 managers across Food stores, funeral homes and
our Legal Services and Insurance businesses.
A related guide was also made available to other employers for
free, as part of an attempt to break the taboo of menopause in UK
workplaces more widely. Developed in partnership with USDAW and
Unite, as well as Co-op colleague networks, the guide is designed
to help achieve a greater understanding of the menopause's impact
and the supportive role our managers can play. Our Aspire colleague
network - a network of Co-op volunteers that advocate and
co-operate for a fairer world for all colleagues who identify as
women - also continued to hold regular menopause coffee mornings
throughout 2022 . The sessions remain a safe space for colleagues
to share their experiences and hear from related experts.
-- Coinciding with National Fertility Week, a new colleague
fertility treatment policy was launched in October.
The policy, as part of our commitment to create a truly
inclusive workplace and deliver a fairer world for colleagues,
provides flexible unrestricted paid time off for colleagues to
attend medical appointments while undergoing fertility treatment,
including colleagues using a surrogate.
Importantly it also recognises the need for paid time off for
those colleagues whose partners are undergoing fertility treatment,
to enable them to provide support through treatment, regardless of
how long they have worked for Co-op or the number of hours they
work.
Endorsed by charities Fertility Matters at Work and Surrogacy
UK, the enhanced policy provides a range of flexible support,
including a section which covers embryo transfer and pregnancy
rights specifically. It also outlines access to counselling and
wellbeing support, through partners Lifework and YuDoctor.
Even greater inclusivity for colleagues
2022 saw some important initiatives to make working within our
Co-op even more achievable and accessible, especially to those from
disadvantaged or diverse backgrounds.
-- In February, Co-op Legal Services announced five new
apprenticeships for students wishing to pursue a career in law,
meaning candidates did not need to complete a university law degree
- potentially saving them each over GBP36,000 in tuition fees.
The apprentice solicitor roles were open to students who had
achieved three A-levels and five GCSEs, with the role undertaken
over a six year period at which point candidates would qualify as
solicitors, which goes beyond the outcome of a traditional law
degree. Sitting within Co-op Legal Services' team of experts, roles
are fully salaried and rise in line with career progression over
the course of the 72-month period.
-- In May, leaders were provided with new recruitment resources, to support hiring processes and considerations to aid the development of a more diverse culture at our Co-op.
Beyond recruitment and to support a more inclusive culture for
those colleagues already part of our Co-op:
-- 2022 saw us share our first ever ethnicity pay gap with
colleagues and wider audiences, revealing the difference in pay
between those who identify as being from ethnic minority
backgrounds within our group, and white colleagues.
The report, published in June, was designed to bring greater
transparency and challenge our ways of working in a similar way to
the Gender Pay Gap Report, but with more intersectional insight
that our Co-op could use. It has been shared with parliamentary and
political stakeholders as part of our social mobility campaign
where we are suggesting that this reporting should be mandatory.
It's available to read here:
www.co-operative.coop/ethics/ethnicity-pay-gap-report
-- Access to important new resources was made available to our
colleagues, to support greater inclusivity across our Co-op.
o We shared an information pack ahead of International
Non-Binary Day (14 July) with colleagues, explaining the event's
significance and the best ways to role-model inclusive behaviours
and bring our ambition for 'endless inclusion' to life.
o Packs were also available for International Women's Day in
March and programmes of events, activities and resources were
shared with our colleagues in support of South Asian Heritage
Month, Black History Month and other dates of significance.
o In November, a new disability inclusion module was launched
with the support of our Represent network for line managers and
colleagues, aligned with Disability History Month. It includes
insight from colleagues living with disabilities, helps line
managers learn how they can better support disabled colleagues and
offers signposts to those working to unlock their potential and
thrive at work. Represent also placed within The Shaw Trust's
Disability Power 100 in 2022, which celebrates Britain's most
influential disabled people and organisations.
o Namratta Bedi, co-chair of Rise, our colleague network for
ethnic minority, hosted the network's first Vaisakhi session in
April, raising awareness and discussing how the festival is
celebrated for different reasons by different faiths and cultures.
This day also marks the founding of the Sikhism faith by Guru
Gobind Singhji in 1699. A related live cooking session with Co-op
chef Ed Fraser was also made available to colleagues in our support
centre and to all colleagues virtually.
o Peter Batt, Managing Director for Nisa, was awarded Silver in
the Page Group Diversity Champion category of the 2022 Retail Week
Awards.
For an update on achievements against our diversity and
inclusion commitments, see our Co-operate Report.
The wellbeing of our colleagues
As the year brought with it another raft of new and unique
challenges, our priority was to protect all aspects of our
colleagues' wellbeing, including their financial wellbeing.
In April 2021, we aligned our minimum hourly rates to the Real
Living Wage, as set by the Living Wage Foundation (
www.livingwage.org.uk ), and we subsequently aligned them to the
new rate from April 2022. For Customer Team Members (CTMs) in our
Food stores, this resulted in a 4.2% pay rise. We also increased
the pay rate differential between CTM and Team Leader roles. Our
hourly pay rates apply to all colleagues, including younger
colleagues and apprentices.
In September, we took the decision to offer further support as
part of the rising cost of living, the ongoing risk of energy cap
increases and increased inflation. Our work during the year to
increase cashflow and stabilise our business made a one-off
additional investment of GBP12m possible, with the most support
going to those who weren't eligible to participate in our bonus
plan, including many of our frontline colleagues. A payment of
GBP50 was loaded on to eligible colleague membership cards in
November and December, with plans to do so again in January, making
GBP150 in total. Later in the year, the decision was also made to
offer the majority of colleagues another financial boost, with a
further GBP75 added to colleague membership cards in December -
this reached more than 55,000 colleagues. Payments were structured
so that they would not impact any universal credit payments and we
also covered the benefit in kind tax due so colleagues would
receive the full benefit.
Beyond this GBP12m investment, colleague members saw an increase
to 30% discount on Co-op own brand products, excluding alcohol,
from 20 October until April 2023.
Talk Money Week in November signposted colleagues to tailored
support whether they were dealing with a one-off surprise bill,
building a savings buffer or handling debt. Pointers to Co-op's and
partners' resources were made available - such as Grocery Aid; Keep
Credit Union the Co-op Credit Union; debt charity Stepchange and
lenders Salary Finance. We also increased how much colleagues could
access from their basic pay in advance, through partners
Wagestream.
Beyond supporting our colleagues' financial wellbeing, we
continued to find routes to help ensure their physical and mental
wellbeing was safeguarded. In May, following an initial pilot, we
launched a brand new benefits partnership with YuLife for all
colleagues, with access to a wellbeing app that rewards healthy
behaviours like meditating, walking and cycling, with chances to
earn vouchers to spend with well-known brands.
We also held a range of events and activities around Mental
Health Awareness Week. For the theme of loneliness in 2022, a
series of recorded sessions, on demand events, podcasts, videos and
a quiz were all available. Signposts to further support were
included as were free virtual exercise classes from partners
Nuffield Health, including Yoga and Body Conditioning.
Our Co-op remained firm in 2022 that discrimination or abuse of
any kind would not be tolerated in any part of our group. In March,
as part of our efforts to ensure fair treatment for colleagues
feeling bullied or harassed, we called out across our Co-op for
those who had experienced discrimination of any kind at any time in
their career to help shape our people, processes, systems, policy,
procedure and training. We launched an all-colleague code for
behaviours within our Funeralcare business, including a range of
associated interventions such as listening groups to ensure the
code was meaningful and supported outcomes from a cultural audit of
behaviours. Work to address behaviours began in Logistics during
2022, and is expected to extend into Food stores in 2023.
Building on the success of our ongoing Safer Colleagues, Safer
Communities campaign, Paul Gerrard, who oversees our campaigns and
public affairs, was a keynote speaker in Westminster, as part of
the USDAW Freedom from Fear Summit in November. Paul made clear our
continued support for USDAW's campaign, reiterating that that there
was no excuse for our frontline colleagues to feel anything other
than safe and respected.
We also continued to monitor very closely the implementation of
the new legal protections enacted by Holyrood and Westminster to
ensure the criminal justice system takes every opportunity to
ensure those who would abuse or attack shopworkers face the proper
sanction for doing so.
Recognising our efforts for the planet
In April, we were honoured to receive the Queen's Award for
Enterprise for Sustainable Development, in recognition of our
excellence in sustainability. The award, which involves a rigorous
application process, recognises the reach and depth of our work
reducing the impact of operations, its focus on the UN sustainable
development goals and its commitment to continually drive
initiatives, which affect its environmental impacts and see real
change. Initiatives such as introducing Europe's most extensive
soft plastic in-store recycling scheme, to make all Co-op's own
brand food and drink packaging easily recyclable, were
considered.
Our Co-op was also awarded the Relex Responsible Retailer Award
as part of the 2022 Retail Week Awards for our commitment to
greater sustainability. Again, our soft plastic recycling scheme
was acknowledged - data shared in July, to mark the scheme's first
anniversary, showed that around 75% of polled members regularly
used the bin in their local store, with 41% saying they used it
once a week, 30% a few times a month and 29% more than once a week.
Fruit and vegetable bags, bread bags and crisp packets were the
items most recycled by members.
And our Food stores continued to find other ways of empowering
members and customers to think and act more sustainably:
-- In April, we removed 'use by' dates from all of our own brand
yoghurts in a bid to reduce food waste and as part of an industry
first move, favouring instead 'best before' dates.
-- This same month, the Sustainable Fisheries Partnership, the
Royal Society for the Protection of Birds and the Whale and Dolphin
Conservation completed an independent audit of the risks to ocean
wildlife in the fisheries that supply our Co-op. They deemed us
'one of the top retailers in the UK selling sustainable
seafood.'
-- As part of a relaunch of our food to go offering in May, we
significantly reduced the amount of packaging in our food to go
products and removed all single-use plastic cutlery in favour of
wooden sporks.
-- In a UK supermarket first, our Glastonbury festival store
sold ice cubes in bags certified as 100% recyclable paper, which
could be sorted at the event's onsite recycling centre in June. We
also did not sell single-use plastic bottles at the store and only
offered water in cans. Our soft plastic recycling units were made
available at the store for customers to return their soft
plastics.
-- In August, we expanded our trial with tech-recirculation
start-up Spring to help consumers cut e-waste and unlock the value
in their old and unwanted phones and electronic devices.
Self-service pods in selected Food stores allow consumers to sell
their old devices quickly and conveniently, such as phones,
tablets, e-readers and smartwatches, which then get repaired,
refurbished, reused or recycled.
-- And in November, we committed to removing all coloured milk
bottle caps from shelves to move to clear caps across all our
stores, which can be more easily recycled into food grade
packaging. We also launched a trial in partnership with tech
specialists Polytag to uncover the number of our own brand plastic
bottles that are being recycled, to improve our understanding of
true recycling figures and to help benchmark future rates for the
industry.
Our Funeralcare business continued to invest in environmentally
friendly initiatives, such as an electric fleet, including trials
for both electric hearses and ambulances.
Our Co-op also continued to play a role in key conversations,
using its influence to engage and inspire others to be 'Fairer for
our Planet.' Leaders encouraged all colleagues to participate in
Great Big Green Week, as the UK's biggest celebration of community
action to tackle climate change and protect nature. Starting in
September, resources were provided to support colleagues in
organising related events, such as a plastic-free picnic or a
nature trail; writing to their MP or finding local events or groups
they could support, including a series of Sustainability Live
events hosted by our Member Pioneer network.
And beyond our colleagues, we continued to campaign for UK
Government to bring about change and participate in important
conversations:
-- Leveraging our position as a retailer with its own brand
charity water - having shared GBP17m over the past 15 years with
clean water and sanitation projects - Shirine Khoury-Haq joined
other influential leaders via video at COP27 to work through how UK
businesses could come together, co-operatively, and use water more
responsibly, as a precious resource.
-- Shirine also represented our Co-op at the WWF Retailer's
Commitment for Nature Steering Group with other retail CEOs, to
make our members' voices heard on how we can come together and
halve the environmental impact of UK shopping baskets by 2030.
-- As chair of the British Retail Consortium's Climate Action
Roadmap Steering Group, Shirine addressed other businesses at a
Climate Action Showcase towards the end of October. It was a
celebration of everything that has been achieved by the steering
group, but also by our Co-op, in terms of reducing harmful
emissions, waste and driving towards net zero.
-- Our Co-op joined other retailers and some of the biggest
co-operatives in the UK alongside Community Energy England in
December to call on the Government to prioritise incentives that
encouraged investment in renewable energy. The group's signed
letter pressed for an overhaul of the planning regime to fast-track
new wing and solar schemes and create fairer pricing for green
energy used by households and industry. For more information on our
energy strategy, see the Co-operate Report 2022.
Also, in 2022, total Scope 1 and 2 greenhouse gas emissions
continued to decrease by 9.58% in 2022 (location-based emissions in
2021: 320 ktCO e, 2022: 288 ktCO e) . This is due to using less
energy, less fuel, a decrease in emissions from fugitive
refrigerant gases and the UK grid electricity mix generating lower
carbon emissions. For more data and detailed updates on our Climate
Plan, as well as work to reduce our carbon emissions, see our
Co-operate Report.
Task Force on Climate-Related Financial Disclosures
As a large organisation, our Co-op is committed to complying
with the UK Government's mandate to disclose Task Force on
Climate-Related Financial Disclosures (TCFD) aligned financial
information - we signalled an intention to do just that in our 2021
Annual Report and Accounts and we will do by 2023.
During 2022, we evolved our plans and worked to identify the
physical and transitional risks and opportunities to our business
and supply chains from the changing climate, along with the
potential impact of policy, technology and market changes as we
move to a lower carbon future. We made progress here but recognise
that there is more to do in the next year.
As an ethically responsible business, we are committed to
playing our part in addressing the climate emergency. In 2021, we
set out our blueprint - a Climate Plan, which sets out our pathway
to achieving net zero by 2040, 10 years ahead of international
agreements.
It details how Co-op will reduce the impact of operations and
products across our Food, Funeralcare, Legal Services and Insurance
businesses. The Plan sets out targets, endorsed by the
Science-Based Targets initiative (SBTi), in line with the carbon
reduction that is required to cap global temperature increases and
meet the goals of the Paris Agreement.
You can read more about our Climate Plan and related activities
in our 2022 Co-operate Report, including:
-- Focusing the missions relating to running our stores, transport and logistics network.
-- Our work to improve the robustness of supply chain emissions data.
-- Our work on establishing a new supplier engagement programme
to accelerate Scope 3 emissions reduction.
-- How we are collaborating for system change.
Governance
All environmental and sustainability matters including climate
change risks are currently managed within our Co-op's overall risk
management framework and reported through the Risk & Audit
Committee to the Board.
In 2023, the Board will review this governance structure in the
light of TCFD requirements.
Strategy
Our Co-op has carried out an initial, high level risk and
opportunity identification with the assistance of DNV - providers
of risk management services across multiple industry sectors. Our
technical and sustainability teams continue to have a good
understanding of the climate-related risks we face in different
parts of our business. However, in the second quarter of 2022, we
went through a structured process to test and challenge our
thinking as we prepared for our first disclosure. Supported by
experts from DNV, we worked with colleagues across the business to
map our risks and opportunities and explore possible responses.
Information gathered through an online survey and key
stakeholder interviews was analysed and used as the basis for a
facilitated workshop, during which participants integrated and
built upon initial findings, moving on to identify practical
responses to the material issues raised. Risks fall in to two broad
categories: Physical and Transitional.
Physical risks principally relate to:
-- The impact of flooding and extreme heat on operations. Whilst
it isn't practical to carry out individual assessments on each of
our premises, an assessment has been carried out on principal
premises, including distribution centres where, although there is
overall a 15% risk of flood damage, specific vulnerabilities have
flood defences.
-- The global food supply chain contributes to and is impacted
by climate change and many of our key sourcing communities are
already experiencing its impacts. In the medium to long term, we
can expect to experience disrupted supply chains, shortages and
increased food prices if steps aren't taken to adapt food supply
chains to climate change. We are working with our suppliers to
better understand these risks and work with them to create climate
adaptation plans to help address the challenges.
Transitional risks are made up of several components:
-- Carbon pricing relating to greenhouse gas emissions - our
Co-op is in the process of developing a long-term sustainability
strategy and transition plan which will address all aspects of our
energy use. In the meantime, we are focusing on applying energy
saving projects around refrigeration, doors, windows and lighting
to our estate on a rolling programme as well as re-fitting existing
stores and fitting out new ones with the most efficient products
available. The cost of this is already built into our current
budget and Four-Year Plan. Some 1,200 Energy Saving Opportunities
Scheme audits have been conducted.
-- Market risks - there is a reduced opportunity to shift
customer behaviour away from animal products because of the
convenience business model and heavy reliance on carbon-intense
milk, eggs and mince.
-- Policy & Legal risks - resources and investment required
for the volume of incoming regulation and legislation may exceed
our Co-op's current capacity in transport and logistics in
particular.
-- Technology risks - investing in new energy friendly technology in agriculture.
During 2023, we will validate and finalise this initial analysis
then carry out a detailed impact assessment to determine the
timescale, likelihood and financial effect of each risk, as well as
available mitigations.
We will carry out scenario analysis, both qualitative and
quantitative, to determine our resilience to the effects of varying
climate change scenarios.
Risk management
Climate change is recognised as a principal risk to our Co-op.
The way we identify, assess, manage and monitor risk is explained
within our report in full.
Metrics and targets
Our plan sets out targets, endorsed by the Science-Based Targets
initiative (SBTi) across all scopes. Our current targets reach to
2025 - however, recognising the need to decarbonise further and
faster, we are now resetting these across all scopes, in the near
and long term. This will ensure that they are in line with keeping
the global temperature increase to no more than 1.5 degrees Celsius
above pre-industrial temperatures.
We are expecting these updated targets to be released and
validated by the SBTi in late 2023. Our long-term goal is to reach
net zero greenhouse gas emissions from both operations and products
by 2040 at the latest. We have also set a target that suppliers
that collectively contribute to 50% of our emissions will have set
science-based net zero targets aligned to 1.5 C by 2025.
In 2021, we reported that we had met our target to reduce our
operational (Scope 1 and 2) emissions by 50% compared to 2016
reduction, three years early. You can read about how we have
reduced our Scope 1 and 2 emissions during 2022. We measure and
report our indirect greenhouse gas emissions (Scope 3) every two
years. The most recent report was in 2021 (for emissions over the
period 2020/21), where we quantified an 8% reduction in Scope 3
emissions since 2016. In the 2023 Co-operate Report, we will
publish an updated Scope 3 inventory, covering the period 2021/22.
We align to the Greenhouse Gas Protocol Corporate Standard and the
Science Based Targets Initiative Criteria. Our Basis of Reporting
is published online here:
www.co-operative.coop/sustainability-reporting-our-reporting
In addition, Co-op is taking action on other climate related
metrics including water , food waste reduction, healthy and
sustainable diets and responsible sourcing. For more information,
see our Co-operate Report.
Looking Ahead
We look ahead to 2023 with confidence and optimism for a
co-operative and stable trading year resulting in delivery of our
Vision, 'Co-operating for a Fairer World'.
We will continue to strengthen and evolve our organisation,
placing our members, colleagues, co-operation and our Co-op
Difference at the heart of everything we do, whilst at the same
time carefully investing and continuing our ambition to create a
more modern and agile Co-op that is strategically positioned to
grow sustainably when the economy and market conditions allow.
Our organisation is now in a much stronger place due to the
focused actions we took in 2022 to significantly strengthen our
balance sheet, reduce our net debt position, strengthen our cash
position, decrease our operating costs and prioritise improvements
to inefficient processes and systems.
We'll be mindful of the world around us, and we will continue to
support members, colleagues and customers through the cost of
living crisis. We have the capability to adapt our businesses at
pace, as economic and consumer behaviour demands.
We, along with many others, fully expect the challenging
external conditions to continue throughout 2023.
High levels of inflation are predicted to continue until at
least mid-year, before beginning to fall and a recession, both here
in the UK and globally, remains a significant possibility. We are
committed to doing all we can to shield members, colleagues and
customers from this, and other rising costs, as much as we possibly
can.
We, along with other organisations, and indeed many households,
are facing energy costs that will be as much as double what they
have been in previous years.
Energy was a core focus point for us in 2022. While the future
of energy still looks uncertain, we've been working hard to reduce
our energy consumption through capital light quick wins,
simplifying processes and implementing energy efficiency changes
across our businesses, sharing the details with partners across our
Nisa business. You can read more information on our energy
efficiency and other activities in our Co-operate Report.
Despite this we have every reason to expect great things from
our Co-op, during 2023 and into the future.
We have confidence in all of our businesses. They are market
leaders with strong strategies to take them forward, as well as the
leadership and plans in place to deliver them.
Our 2022 strategic priorities have evolved for 2023 and we will
continue to focus tightly on a smaller number of priorities that
support the growth of our Co-op and protect our ability to deliver
our Vision:
Delivering on our financial plan
We will continue to build on the progress made during 2022 in
enhancing our financial controls and processes, adding rigour and
governance to ensure that our financial targets are met, that our
Co-op is operating as efficiently as it possibly can and that we're
generating the value we need to invest in our growth plans for our
businesses, and re-distribute through delivery of our Vision.
Accelerating growth
We'll seek to grow our Co-op cautiously, and in a way that
supports the creation of a more modern Co-op for a modern
world.
Where we choose to invest, we will do it in a capital light and
cash generative way, leveraging partnerships and modern routes to
market, making the most of the assets and strengths that we
have.
Our Food business will remain true to convenience. We'll
maximise the four established routes to market that we have (
Retail, Wholesale, Franchise and Online ) and also re-open our new
store and refits programme in 2023. This will all be while
cautiously remaining within the financial and capital parameters
we've set for ourselves.
Our Funeralcare business will continue to focus on a personal
service, further building our propositions and continuing its
digital transformation to allow clients access to us in the most
convenient way for them.
Legal Services will continue its incredible journey with digital
products and services in partnership with some of the UK's largest
financial services providers.
And in Insurance, we'll continue to innovate and make the new
products and services we introduced in 2022 work hard, alongside
making our products easier to buy through partnerships, such the
one we have with Amazon UK .
We'll do all of this with membership, co-operation and our Co-op
Difference firmly in our sights. We'll be reviewing our membership
strategy to attract, reward and retain our members, alongside how
we better engage them in our modern Co-op, not only in what we do,
but also how they can support and influence what we do.
And the time is now right for us to review our Co-op Group
strategy and our Vision, to ensure that we're truly a successful,
co-operative business. A business that is adding the most value
possible where our members, colleagues and customers need us the
most.
Supporting members, colleagues and customers through the cost of
living crisis
We are committed to doing all we can to shield members,
colleagues and customers from this, and rising costs, as much as we
possibly can.
We will continue, as in previous years, to align frontline
colleague pay to the real living wage.
We'll do all we can to not pass increased prices due to
inflation onto our members and customers.
Operating our business efficiently
We will continue to operate our business as effectively and
efficiently as possible, ensuring cost is ever present in our
decision making processes, embedding a culture of cost
consciousness that will empower everyone in our Co-op to be more
efficient and effective.
We will deliver 2023 savings already identified during our work
over the last 12 months, stopping any activity that isn't included
in our growth plans, or that doesn't support our strategic
priorities.
Our focus on energy efficiency will continue with investments
into technology and equipment to help us reduce our energy
consumption in our Food business. And we'll explore even more
energy saving opportunities across Logistics and Funeralcare.
And by listening to our colleagues we'll identify those areas in
our businesses that not only cause us, and them, issues
operationally, but that also cause us to be less efficient. During
2023, we'll be investing GBP11m, one of the largest amounts
invested in our store technology for over 11 years, to address some
of the legacy and obsolete systems, and technology platforms that
our colleagues tell us stop them serving our members and customers
effectively.
This includes printers, wi-fi, payment and bakery terminals,
back office PC's and, in 50% of our stores, replacing self-service
checkouts.
2023 will also begin an investment phase for our Funeralcare
business as we start the journey to remediate our legacy property
estate and refresh our fleet of vehicles over the coming years.
And, of course, we'll achieve all of these aims co-operatively,
with a future focused, cost-conscious growth mindset, in the way
that only we can.
In summary
2023 will be another challenging year for our Co-op. However,
the actions taken during 2022 see us well placed to weather the
ongoing headwinds of inflation, rising energy and payroll costs and
forecasted recession. Nevertheless, it is for these reasons that we
realistically plan a lower level of profit this year.
However, the underlying strength of our business, passion and
determination of our members and colleagues and the compelling
nature of our Vision gives us every confidence and optimism for the
future.
Our Co-op was created to address social and economic unfairness
and we are still ideally placed to make things fairer for our
members, communities, colleagues and the planet in the future.
Together, we'll win as a modern, decisive Co-op, and deliver our
Vision of 'Co-operating for a Fairer World.'
Our financial performance
Economic backdrop
As noted in our CFO's Financial Overview, 2022 has proven to be
a particularly challenging year for most businesses, but our Co-op
has successfully navigated the turbulent markets and ended the year
in a significantly stronger financial position.
Our members and customers have been facing into a sharp and
prolonged cost of living crisis, with soaring inflation and
spiralling household bills squeezing family budgets to near
breaking point.
Throughout 2022, there has been downward pressure on consumer
spending compounded by significant cost inflation for businesses.
This has hit profits, stifled growth and ultimately seen the UK
economy bordering on recession.
Our headline performance
Despite the challenging backdrop, our Co-op has delivered a
creditable set of results with a solid profit performance, strong
cashflows and a growing top line.
We have grown our sales, successfully maintained margin and
managed our cost base to mitigate the significant cost inflation on
ourselves, our members and our customers. This was supported by
some difficult decisions, including the restructuring of the team
at our support centre.
There is, however, no avoiding the impact that inflation is
having on the profits of most businesses - for our Co-op, energy
costs increased by GBP48m in 2022, compared to 2021, and salary
inflation drove a further GBP55m of additional cost. Faced with
such inflationary pressures, the renewed cost disciplines we have
instilled in 2022 have served us well and we successfully delivered
our targeted cost savings of GBP101m during the financial year.
Recognising the difficult time many of our customers and members
were experiencing, we sought wherever possible to protect our
customers and absorb inflation. Throughout the year, we continued
to focus on delivering the proposition and value that our customers
need, including GBP38m of direct reward for our members and their
communities. Importantly, we sought to support our colleagues
through the winter cost of living crisis with additional one-off
support of GBP12m, and by increasing our colleague discount to 30%
on Co-op own brand products from 20 October until April 2023.
This solid financial performance, combined with a focus on
balance sheet and cash, delivered a very strong cashflow position
and a step-change reduction in our net debt. Part of this action
included the sale of our petrol forecourts in October (roughly 5%
of our Food store estate) which generated a significant one-off
profit and cash proceeds.
Furthermore, through continued focus on cost control, management
of working capital and our measured approach to capital investment,
we strengthened our balance sheet significantly. This means we are
well set to ride out the economic storm whilst still being able to
invest in our longer-term future through capital light and
commercial opportunities.
GBPm 2022 2021
Revenue 11,480 11,151
------- -------
Operating profit 5 64
------- -------
Profit before tax (PBT) 247 57
------- -------
Underlying operating profit 100 100
------- -------
Underlying PBT (31) (32)
------- -------
Underlying EBITDA 490 505
------- -------
Net debt (333) (920)
------- -------
Member reward 38 40
------- -------
Our Group financial metrics
-- Underlying operating profit: our main measure of trading
performance at GBP100m (2021: GBP100m) is in line with the prior
year. This is a strong result despite the impact of material
inflationary cost increases - rising energy costs and salary
inflation, for example, added an additional GBP103m of costs
compared to 2021, which we had to absorb in 2022.
Despite the inflationary pressures, underlying profit within our
Food business only fell slightly and includes the impact of the
disposal of our forecourt estate at the end of October - thereby
reducing our 2022 profits by two months of fuel profits, or around
GBP10m, in comparison to 2021. The slight fall in profits in Food
has largely been offset by improvements in our Wholesale,
Funeralcare and Legal Services businesses and overall we have
traded well, held our trading margins and managed our cost base
across our portfolio of businesses.
-- Revenue: total Group sales of GBP11.5bn are 3% higher than
last year. This represents a strong result across our portfolio of
businesses in light of the challenging economic trading
conditions.
Sales in our food business are GBP134m higher than last year
even though the comparative period includes two more months (or
around GBP150m) of sales from our petrol forecourts which we sold
in October 2022. Like-for-like sales in our core convenience stores
were up 3.2%. Sales in our Wholesale, Funeralcare, Legal Services
and Federal businesses are all also up on the prior year.
-- Operating profit: At GBP5m, our operating profit in 2022 is
GBP59m lower than 2021. Although our underlying operating profit is
comparable to last year, we've incurred GBP59m more of
non-underlying charges in 2022 compared to 2021. These charges
primarily relate to the impairments we have recorded against some
of the assets that we hold to reflect the continued difficult
trading conditions we anticipate going forward as well as other
non-recurring items.
-- PBT: At GBP247m, profit before tax (PBT) is significantly
higher than last year (2021: GBP57m). Although our Operating profit
is lower this year (as noted above) we have recorded a gain on the
disposal of our petrol forecourts of GBP319m, which increases our
PBT number. This relative increase is partially offset by the
one-off gain of GBP99m that we recognised following the settlement
of a long-term liability and the corresponding release of
provision.
-- Underlying PBT: at a loss of GBP31m, underlying PBT is
comparable to last year and consistent with our underlying
operating profit performance. Underlying PBT includes underlying
interest charges on our bank borrowings and leases, which has
remained consistent year-on-year at GBP131m (2021: GBP132m).
-- Underlying EBITDA: again, this is broadly in-line with the
prior year at GBP490m (2021:GBP505m) and consistent with our
comparable underlying trading performance. Underlying EBITDA
excludes interest, depreciation and amortisation charges.
-- Net debt: our net debt improved significantly to GBP333m
(2021: GBP920m) - a decrease of GBP587m (2021: net debt increased
by GBP370m). Net debt saw significant reduction in H1, and was
anticipated to do the same in H2, before net proceeds of GBP408m
from the sale of our petrol forecourt estate and an additional
GBP72m following the judgement on the IBM legal case. We also
generated cash from continuing operations of GBP383m (2021:
GBP165m) driven by a solid trading performance and careful working
capital management. Furthermore, we also transferred lease
liabilities of GBP171m as part of the forecourt disposal.
-- Member reward: our profits are reported after deducting the
amount our members have earned through the 2% community and member
rewards, which totalled GBP38m in the year (2021: GBP40m). Co-op
colleague members also received GBP12m of one-off winter cost of
living support, as well as seeing colleague discount on own brand
products increased to 30% between 20 October and April.
How our businesses have performed
Sales (GBPm) 2022 2021
Food 7,805 7,671
------- -------
Wholesale 1,439 1,386
------- -------
Funeralcare 271 264
------- -------
Insurance 24 34
------- -------
Legal Services 46 39
------- -------
Other - 1
------- -------
Federal 1,895 1,756
------- -------
Total Group 11,480 11,151
------- -------
Underlying profit (GBPm) 2022 2021
Food 139 156
----- -----
Wholesale 22 7
----- -----
Funeralcare 16 12
----- -----
Insurance 8 15
----- -----
Legal Services 8 5
----- -----
Other - (1)
----- -----
Federal (92) (94)
----- -----
Total Group 100 100
----- -----
-- Food
We took the strategic decision to sell our entire petrol
forecourt estate to Asda at the end of October, so our results for
2022 don't include the results from those 129 sites (around 5% of
our estate) for the last two months of the year. The deal completed
on 30 October 2022 and the sale is therefore not impacted by the
ongoing CMA review.
Total Food sales of GBP7,805m are 1.7% higher than the prior
year (2021: GBP7,671m) representing an increase of GBP134m. This is
a solid performance in light of the challenging trading environment
and the loss of two months of sales from the forecourt sites
(around GBP150m sales impact). The comparative period also includes
the impact of the third national lockdown at the start of 2021,
which buoyed our sales.
Throughout 2022, the squeeze on household budgets impacted
customer choices, dampening volumes and transaction frequency,
although this was offset by food price inflation. Like-for-like
sales in our core convenience estate were up 3.2% and we maintained
our market share. This demonstrates the resilience of our core
convenience business and how our customer offer continues to
resonate with our members.
At GBP139m (2021: GBP156m), underlying profit is down slightly
on the prior year, driven by the higher energy and salary costs the
business had to absorb. The comparator also includes two months of
extra profit from the forecourt sites (around GBP15m profit
impact).
Excluding the impacts of the forecourt sale and resulting two
month profit reduction versus the prior year, our underlying
profitability is broadly flat in 2022 compared to 2021, which is a
commendable performance given the difficult trading environment and
the level of cost inflation we have had to absorb. In line with
many businesses, we have seen sharp rises in the costs we incur to
serve our customers - with energy costs and salary inflation adding
an additional GBP103m of cost which we had to absorb in 2022, in
comparison to 2021.
Where possible, we've tried to shield our customers from the
impact of this cost inflation, and we've also worked hard to manage
our own cost base. This has allowed us to maintain our trading
margin and return a credible top-line sales and underlying profit
result.
-- Wholesale
Sales in our Wholesale business are 3.8% higher than last year
at GBP1,439m (2021: GBP1,386m) with growth both through our Nisa
partners and our franchise stores. This represents a solid
performance in light of significant inflationary pressures and the
tough economic headwinds impacting consumers and retailers alike.
Although our retail like-for-like performance in Nisa was down
2.5%, new member recruitment remained strong.
Profitability has continued its year-on-year improvement with
our Nisa business registering an increase of GBP14m to GBP22m
(2021: GBP8m) as we continued to see the benefits and efficiencies
of the collaboration between Co-op and Nisa, as well as the savings
from an overhead cost review and restructure carried out during the
year. Our results also reflect GBP4m of benefit from non-recurring
items. This was part of the work in 2022 to support Nisa being in a
position where it can reinvest in lower prices for our customers
and their shoppers.
-- Funeralcare
Funeral volumes were up 3.5% to around 94,000 with volumes
increasing in the second half in-line with the wider death rate,
after a dip in death rate in the first quarter of 2022. This -
together with a growth in our market share (end of 2022: 14.67%,
end of 2021: 13.92%) offset by a continuation of clients choosing
our simpler and unattended funeral options, which affects our
average sales price - contributed to an increase in sales of 2.7%
to GBP271m.
Profitability is up year-on-year due to the revenue increase as
well as greater efficiency in our operations, offset by
inflationary pressures as well as additional costs as a result of
the regulation.
Volumes of funeral plans sold were lower than prior years at
just below 17,000 (representing a fall of 63%) as a result of our
decision to exit some third-party distribution channels (due to
regulation) and client uncertainty in the run-up to industry
regulation with the FCA.
-- Insurance
Our Insurance business recorded sales of GBP24m (2021: GBP34m)
and profit of GBP8m (2021: GBP15m). This reduction is in-line with
our expectations as we establish our new distribution model and
work through the continued run-off of the historic backbook of
policies, following the sale of our insurance business and Home and
Motor insurance distribution agreement that we entered into with
Markerstudy. All the insurance markets in which we operate remained
highly competitive with inflationary cost rises for claims
squeezing our margins. Customer behaviour was also impacted by the
regulatory pricing changes implemented at the start of 2022, with
fewer customers shopping around and switching suppliers.
We continue to see good traction outside of our core policies of
Home and Motor (such as Pet and Life insurance) and we'll continue
to develop our product and customer offering and extend our reach
as illustrated by our newly launched partnership with Amazon
UK.
-- Legal Services
The strong growth we have seen in recent years has continued
with sales up GBP7m to GBP46m (2021: GBP39m) and profits up to
GBP8m (2021: GBP5m). This further validates our strategy of
developing our digital services offering and blending it with
expert advice - driving consumer access in what remains a
fragmented market where we can lead.
-- Central Support Centre costs
Costs from our central support functions are broadly in-line
with last year at GBP92m (2021: GBP94m) as we've worked really hard
to manage inflationary cost pressures through disciplined cost
control management. We'll continue to strive to drive down our cost
base and improve the efficiency of our support functions and
operations while reaping the benefit of the re-organisational
changes we've implemented to our structures and ways of
working.
Property and business disposals, impairments and investment
properties
GBPm 2022 2021
Impairments of assets (105) (30)
------ -----
Other disposals and closures 64 -
------ -----
Investment properties (15) 9
------ -----
Total (56) (21)
------ -----
-- Impairments: every year we review our portfolio of trading
sites for potential impairment of assets (where the value of the
asset is no longer supported by future forecasts of cashflows and
profitability, and so we reduce the value of the assets we hold
through a charge to our profits).
The impairment charge of GBP105m (2021: GBP30m) comprises GBP60m
against right-of-use assets (leases), GBP30m of fixtures and
fittings and GBP15m of intangibles, where forecasts of future
cashflows do not support the value of those assets.
The charge is predominantly in our Food business and often
relates to loss-making sites. It is larger in 2022 due to the
prudent approach we have taken when assessing future profitability,
in light of the challenging cost environment we expect to see in
the near term.
As noted at the half-year, we have also partially impaired the
value of the leased asset for our central support centre by GBP20m
reflecting the change in utilisation we've seen as we transition to
a more flexible and hybrid working model.
Furthermore, we have reduced the carrying value of certain
ancillary elements of the intangible asset we hold against our
logistics and supply chain infrastructure by GBP15m following some
minor changes to the way that we intend to use the assets going
forward.
Other disposals and closures - the GBP64m reflects the net gain
we have made on other individual and non-core properties that we
have sold during the year.
-- Investment properties: we revalue these properties each year
to reflect their latest fair value. The loss in 2022 of GBP15m
(2021: GBP9m gain) reflects a downward market valuation on the
properties we hold (or on those which we sold during the year).
One-off items
GBPm 2022 2021
Organisational changes (26) -
/ redundancies (central)
----- -----
Colleague support (12) -
----- -----
Other one-off items (net) (1) 2
----- -----
Fit for future (Food) - (17)
----- -----
Total (39) (15)
----- -----
-- Organisational changes: we've recorded a significant one-off
charge of GBP26m, reflecting redundancy costs we've incurred. These
follow some changes we have made to colleague structures in our
support centre, to ensure that we are set up in the best way to
efficiently support our customer facing colleagues.
-- Colleague support: due to the unprecedented pressures our
colleagues are facing from the cost of living crisis, we have also
directly helped those member colleagues who need it the most with
one-off support totalling GBP12m added to their membership
cards.
-- Prior year (2021): one-off items included a GBP17m charge
reflecting the costs of organisational changes we made to colleague
structures in our Food stores as part of the Fit for Future
programme.
Sales of Petrol forecourts
-- We sold our entire petrol forecourt estate to Asda at the end
of October for net cash proceeds of GBP408m (and transferred
GBP171m of lease liabilities) which generated an accounting profit
of GBP319m. Further details of the sale are given in Note 35 to the
financial statements within the report in full.
Financing costs/ income
GBPm 2022 2021
Net underlying bank/loan
interest (55) (56)
------ ------
Net underlying lease interest (76) (76)
------ ------
Total net underlying interest (131) (132)
------ ------
Net pension finance income 43 30
------ ------
Net finance cost (funerals) (25) (4)
------ ------
Movement on FX contacts 20 5
------ ------
Movement on quoted debt/swaps 17 -
------ ------
Non-underlying finance
interest (1) (5)
------ ------
Group Relief Creditor gain - 99
------ ------
Total net non-underlying
interest 54 125
------ ------
-- Underlying interest: our underlying financing costs from our
borrowings and lease commitments are consistent with the prior
period. The value of our principal loan balances and the leases
that we held during the year did not change significantly, so the
interest charges are similar to those of 2021.
-- Pensions interest: net finance income is based on the pension
scheme surplus on an accounting basis at the start of each year.
The GBP13m increase reflects the increase in the accounting surplus
at the start of 2022.
-- Funeral plans net finance cost: the valuation gains on
funeral plan investments of GBP29m in 2022 were outweighed by the
interest we accrued on our plan liabilities of GBP54m - so we show
net finance costs of GBP25m in our income statement. The charge is
higher as returns on plan assets are lower than in 2021 due to
market conditions.
-- FX contracts: we saw favourable market valuation movements of
GBP20m (2021: GBP5m) on the forward contracts we have in place for
commodities (mainly diesel), which we use to hedge our exposure to
future prices rises.
-- Quoted debt / swaps: the net market valuation of some of the
Group's debt instruments and interest rate swaps moved in our
favour generating a net gain of GBP17m (2021: GBPnil).
-- Group Relief Creditor: the GBP99m gain in the prior year
relates to the settlement of the Group Relief Creditor owed to The
Co-operative Bank PLC, which generated a one-off gain in 2021.
Net debt and cash
GBPm 2022 2021
Bank debt (780) (976)
-------- --------
Lease debt (1,306) (1,516)
-------- --------
Total debt (2,086) (2,492)
-------- --------
Group cash (net) 447 56
-------- --------
Net debt (excluding leases) (333) (920)
-------- --------
Net debt (including leases) (1,639) (2,436)
-------- --------
Excluding lease liabilities, net debt reduced by GBP587m from
the start of the FY 2022 to GBP333m at year end (2021: GBP920m).
This is a significant achievement and is a consequence of the
positive action we had taken to reduce our indebtedness and to
strengthen our balance sheet.
Our cash position improved year-on-year with net cash from
continuing operations of GBP383m in 2022 (2021: GBP165m), generated
by our robust trading performance, careful working capital
management and disciplined cost control as we strived to mitigate
the impact of cost inflation. Our measured approach to capital
investment, for example, saw us invest less than in 2021 at GBP147m
(2021: GBP325m) and tighter management of stock balances improved
stock levels by GBP55m.
Our cash and net debt position was further improved following
the sale of our petrol forecourt estate to Asda at the end of
October, which generated cash proceeds of GBP408m and by the
receipt of GBP72m in the first half of 2022, following the appeal
judgement on the IBM claim.
Our strengthened balance sheet position will allow us to
continue to invest in our business in line with our strategic
priorities and to capitalise on commercial growth opportunities as
they arise.
Tax
As has been the case in recent years, we won't be paying
corporation tax in respect of 2022 because we have brought forward
tax losses and capital allowances which can be used to offset any
liability.
In 2022, we paid GBP206m (2021: GBP170m) to the Government in
respect of VAT, business rates, stamp duty land taxes and
employers' national insurance. The year-on-year increase mainly
reflecting reduced business rates in the prior year as the
Government sought to support businesses through the later stages of
the pandemic.
The total tax charge reported in the income statement for
continuing operations of GBP4m is made up of a GBP13m current tax
charge and a GBP17m deferred tax credit. The current year deferred
tax credit mainly relates to movements on our pension assets. There
is also a GBP44m deferred tax credit impact to reserves arising
from the change in tax rate at 19% to 25%.
See Notes 8 and 15 for more detail on Tax.
We retained the Fair Tax Mark accreditation in 2022 showing that
we put our Purpose, Co-operative Values and Principles into action
in the way we do business. Our tax policy can be found here:
www.co-operative.coop/ethics/tax-policy
Our balance sheet
The overall net assets of the Group have decreased by GBP0.2bn
from the start of 2022. The main movements include a decrease in
the net pension surplus of GBP0.7bn offset by an improvement in our
cash position of GBP0.4bn. Our lease liabilities have reduced by
GBP0.3bn following the sale of our petrol forecourts and our
right-of-use assets and property plant and equipment reduced by a
combined GBP0.5bn following the disposal.
Furthermore, as outlined above, our net deferred tax liability
has also decreased significantly, falling by GBP158m from GBP314m
(2021) to GBP156m primarily due to the decrease in our pension net
surplus and the change to the tax rate.
The actuarial surplus on our largest pensions scheme, PACE,
decreased by GBP0.6bn with asset values falling by GBP3.5bn whilst
liabilities decreased by GBP2.9bn. Against a backdrop of market
uncertainty, rising inflation and interest rates - investment
returns and asset values fell significantly in 2022. However,
scheme liabilities also reduced markedly following a significant
increase in the discount rate, which is used to calculate the
present value of the scheme obligations. This is due to rising AA
corporate bond yields, as the market reflected ongoing economic
uncertainty, and demonstrates that the pension schemes are well
hedged and able to withstand material changes in market conditions.
Despite the surplus reducing, the accounting funding level has
increased, from 125% to 129%. The fall in asset values in absolute
terms is higher than the fall in liabilities as PACE started the
year with a net asset surplus of GBP2.1bn which has reduced to
GBP1.5bn at the end of the year (the relative percentage fall in
both assets and liabilities is comparable).
Property, plant and equipment has decreased by GBP281m, which
mainly reflects the net impact of GBP104m of additions, net
disposals of GBP111m, depreciation of GBP244m and impairment of
GBP30m.
The value of the funeral plan investments that the Group held in
2022 is consistent with the prior year at GBP1,369m (2021:
GBP1,372m). This reflects net movements from an increase of GBP76m
for new plans, a reduction of GBP108m from redeemed or cancelled
plans and favourable market returns in relation to the value of
those investments held of GBP29m.
Contract liabilities relating to funeral plans have decreased by
GBP55m in the year, with amounts recognised as revenue during the
year (which reduces the liability) outweighing new plans and the
deferred revenue (which increases the liability) from the interest
we accrue on plan liabilities.
Going forward
The tough trading environment we are facing is unlikely to
change in the short term. The squeeze on household budgets and
ongoing high levels of inflation will continue to influence
customer behaviour and maintain pressure on sales, margins and
profitability. Indeed the cost pressures in 2023 are likely to be
greater than those felt in 2022, as the full year impact of 2022
events take effect.
As we have done this year, we will have to continue to work hard
to mitigate those inflationary cost rises wherever possible and
navigate our businesses through another year of challenging trading
conditions. We have proven in 2022 that by taking early and
decisive action, we can deliver a strong performance in difficult
markets. This approach, together with the significantly stronger
financial position we ended 2022 in, puts us in a strong position
to deliver a successful 2023 for our customers and members.
As noted above, our net debt reduced considerably in 2022 and we
significantly deleveraged our balance sheet. Subsequently, in early
2023, we have taken steps to reduce the level of principal debt
that we hold and the Group has bought back GBP100m of the GBP300m
Sustainability Bond from bond holders. Furthermore, the Group has
also amended and extended its existing rolling credit facility
until March 2026, to further secure our medium-term funding
position and available facilities. Further details are given in the
financial statements - see Note 34 (Events after the reporting
period).
Consolidated income statement
for the period ended 31 December
2022
----------
What does this show? Our income statement shows our income for the
year less our costs. The result is the profit that we've made.
Continuing Operations 2022 2021
-------------------------------------------------------
Notes GBPm GBPm
-------------- -------------- ----------- ------ ---------- ---------- ----------- ------------
Revenue 2 11,480 11,151
Operating expenses 3 (11,484) (11,097)
Other income 5 9 10
--------------------------------------------------- ---------- ---------- ----------- ------------
Operating profit 1 5 64
------------------------------------------------------- ---------- ---------- ----------- ------------
Profit on sale of petrol forecourts 35 319 -
Finance income* 6 125 196
Finance costs 7 (202) (203)
Profit before tax 1 247 57
------------------------------------------------------- ---------- ---------- ----------- ------------
Taxation 8 (4) (25)
Profit from continuing operations 243 32
----------------------------------------------------------- ---------- ---------- ----------- ------------
Discontinued Operation
------------------------------------------------------- ---------- ---------- ----------- ------------
Profit on discontinued operation
(after tax) 9 67 13
Profit for the period (all attributable to
members of the Society) 310 45
--------------------------------------------------------------------------- ---------- ----------- ------------
* Finance income in 2021 includes a one-off gain of GBP99m following
the settlement of a liability (see Note 6 for further details).
Non-GAAP measure: underlying (loss) / profit
before tax**
What does this show? The table below adjusts the operating profit
figure shown in the consolidated income statement above by taking
out items that are not generated by our day-to-day trading. This makes
it easier to see how our business is performing. We also take off
the underlying interest we pay (being the day-to-day interest on our
bank borrowings and lease liabilities).
Continuing Operations 2022 2021
-------------------------------------------------------
Notes GBPm GBPm
-------------- -------------- ----------- ------ ---------- ---------- ----------- ------------
Operating profit (as above) 5 64
Add back / (deduct):
One-off items 1 39 15
Property, business disposals, closures
and impairments 1 41 30
Change in value of investment properties 26 15 (9)
Underlying operating profit 1 100 100
----------------------------------------------------------- ---------- ---------- ----------- ------------
Less underlying net interest on loans
and deposits 7 (55) (56)
Less underlying net interest
expense on lease liabilities 6, 7 (76) (76)
---------------------------------------------------
Underlying loss before tax (31) (32)
--------------------------------------------------- ---------- ---------- ----------- ------------
The accompanying notes form an integral part of these financial statements.
** Refer to Note 1 for a definition of Underlying operating profit
and Underlying loss before tax.
Consolidated statement of comprehensive income
for the period ended 31 December 2022
What does this show? Our statement of comprehensive income includes
other income and costs that are not included in the consolidated
income statement. These generally relate to revaluations of our
pension schemes.
2022 2021
Notes GBPm GBPm
-------------- -------------- ----------- ------------------- --------- ------ ---------- ------------
Profit for the
period 310 45
------------------------------ ------------------- --------------------- ------ ---------- ------------
Items that will never be reclassified
to the income statement:
Remeasurement (losses) / gains on
employee pension schemes 27 (732) 350
Related tax on items
above 8 183 (130)
(549) 220
------------------- --------------------------------------------------- ------ ---------- ------------
Items that are or may be reclassified
to the income statement:
Gain on revaluation of right-of-use assets
prior to transfer to investment property - 5
- 5
------------------- --------------------------------------------------- ------ ---------- ------------
Other comprehensive (losses) / profits
for the period net of tax (549) 225
---------------------------------------------------------------- --------- ------ ---------- ------------
Total comprehensive (loss) / profit for the period
(all attributable to members of the Society) (239) 270
----------------------------------------------------------------------------------- ---------- ------------
The accompanying notes form an integral
part of these financial statements.
Consolidated balance sheet
as at 31 December 2022
What does this show? Our balance sheet is a snapshot of our financial
position as at 31 December 2022. It shows the assets we have and
the amounts we owe.
2022 2021
Notes GBPm GBPm
----------------------------------------------- ------------------- ---------- ----------
Non-current assets
Property, plant
and equipment 11 1,631 1,912
Right-of-use assets 12 882 1,086
Goodwill and intangible
assets 13 934 1,075
Investment properties 26 40 55
Investments in associates
and joint ventures 5 4
Funeral plan investments 14 1,369 1,372
Derivatives 29 1 -
Pension assets 27 1,584 2,262
Trade and other
receivables 17 171 214
Finance lease receivables 12 34 30
Contract assets
(funeral plans) 18 40 43
Total non-current assets 6,691 8,053
------------------------------------------------- ------------------- ---------- ----------
Current Assets
Inventories 16 433 488
Trade and other
receivables 17 637 551
Finance lease receivables 12 9 12
Contract assets
(funeral plans) 18 5 5
Derivatives 29 7 4
Cash and cash equivalents 20 447 60
Assets held for
sale 19 - 7
Total current assets 1,538 1,127
------------------------------------------------- ------------------- ---------- ----------
Total assets 8,229 9,180
------------------------------------------------- ------------------- ---------- ----------
Non-current liabilities
Interest-bearing loans and
borrowings 21 763 796
Lease liabilities 12 1,124 1,306
Trade and other
payables 22 31 44
Contract liabilities
(funeral plans) 23 1,540 1,614
Derivatives 29 14 2
Provisions 24 59 74
Pension liabilities 27 3 4
Deferred tax liabilities 15 156 314
Total non-current liabilities 3,690 4,154
------------------------------------------------- ------------------- ---------- ----------
Current liabilities
Overdrafts 20 - 4
Interest-bearing loans and
borrowings 21 17 180
Lease liabilities 12 182 210
Trade and other
payables 22 1,403 1,472
Contract liabilities
(funeral plans) 23 183 164
Derivatives 29 2 3
Provisions 24 34 52
Liabilities held
for sale 19 - 2
Total current liabilities 1,821 2,087
------------------------------------------------- ------------------- ---------- ----------
Total liabilities 5,511 6,241
------------------------------------------------- ------------------- ---------- ----------
Equity
Members' share capital 25 75 74
Retained earnings 25 2,637 2,859
Other reserves 25 6 6
Total equity 2,718 2,939
------------------------------------------------- ------------------- ---------- ----------
Total equity and liabilities 8,229 9,180
------------------------------------------------- ------------------- ---------- ----------
The accompanying notes form an integral
part of these financial statements.
Board's certification
The financial statements are hereby signed on behalf of the Board
pursuant to Section 80 (1) (a) of the Co-operative and Community
Benefit Societies Act.
Allan Leighton Shirine Khoury-Haq Dominic Kendal-Ward
Chair Chief Executive Group Secretary
4 April 2023
Consolidated statement of changes in equity
for the period ended 31 December
2022
What does this show? Our statement of changes in equity shows how
our reserves have changed during the year.
Members'
For the 52 weeks ended 31 December share Retained Other Total
2022 capital earnings reserves equity
Notes GBPm GBPm GBPm GBPm
----------------------------------------- ------ --------- ---------- ---------- --------
Balance at 1 January 2022 74 2,859 6 2,939
------------------------------------------- ------ --------- ---------- ---------- --------
Profit for the period - 310 - 310
------------------------------------------- ------ --------- ---------- ---------- --------
Other comprehensive income / (loss):
Remeasurement losses on employee
pension schemes 27 - (732) - (732)
Tax on items taken directly to other
comprehensive income 8 - 183 - 183
Total other comprehensive loss - (549) - (549)
------------------------------------------- ------ --------- ---------- ---------- --------
Items taken directly to Retained
earnings:
Shares issued less shares withdrawn 25 1 - - 1
Adjustment to historic
funeral plan liabilities 23 - 23 - 23
Tax on items taken directly to retained
earnings 8 - (6) - (6)
Total of items taken directly to
retained earnings 1 17 - 18
------------------------------------------- ------ --------- ---------- ---------- --------
Balance at 31 December 2022 25 75 2,637 6 2,718
For the 52 weeks ended 1 January Members' Retained Other Total
2022 share earnings reserves equity
capital
Notes GBPm GBPm GBPm GBPm
========================================= ====== ========= ========== ========== ========
Balance at 2 January 2021 74 2,594 1 2,669
=========================================== ====== ========= ========== ========== ========
Profit for the period - 45 - 45
------------------------------------------- ====== ========= ========== ==========
Other comprehensive income / (loss):
Remeasurement gain on employee pension
schemes 27 - 350 - 350
Gain on revaluation of right-of-use assets
prior to transfer to investment property - - 5 5
Tax on items taken directly to other
comprehensive income 8 - (130) - (130)
=========================================== ====== ========= ========== ==========
Total other comprehensive profit - 220 5 225
=========================================== ====== ========= ========== ========== ========
Balance at 1 January 2022 74 2,859 6 2,939
=========================================== ====== ========= ========== ========== ========
The accompanying notes form an integral part of these financial
statements.
Consolidated statement of cash flows
for the period ended 31 December
2022
What does this show? Our statement of cash flow shows the cash
coming in and out during the year. It splits the cash by type
of activity - showing how we've generated our cash then how we've
spent it.
2022 2021
Notes GBPm GBPm
Net cash from operating
activities 10 455 178
---------------------------------------------- ------- -------- --------
Cash flows from investing
activities
Purchase of property,
plant and equipment (132) (297)
Proceeds from sale of property,
plant and equipment 47 80
Purchase of intangible
assets (15) (28)
Acquisition of businesses, net of
cash acquired (4) (30)
Disposal of
businesses 10 22
Disposal of petrol forecourts 35 408 -
Payments to funds for pre-paid funeral
plan sales (76) (93)
Receipts from funds for pre-paid
funeral plans performed or cancelled 108 105
Net cash generated / (used) in
investing activities 346 (241)
----------------------------------------------- ------- -------- --------
Cash flows from financing
activities
Interest paid on borrowings (59) (57)
Interest paid on lease
liabilities (78) (79)
Interest received on subleases 2 3
Interest received on deposits 2 -
Settlement of Group Relief Creditor owed
to The Co-operative Bank PLC - (48)
(Repayment) / issue of corporate
investor shares 21 (1) 1
Repayment of borrowings
(net) 21 (1) (2)
RCF (repayment) / drawdown 21 (163) 163
Payment of lease liabilities (128) (134)
Derivative settlements 16 3
Net cash used in financing
activities (410) (150)
---------------------------------------------- ------- -------- --------
Net increase / (decrease) in cash
and cash equivalents 391 (213)
Cash and cash equivalents at beginning
of period 56 269
Cash and cash equivalents at end
of period 447 56
----------------------------------------------- ------- -------- --------
Analysis of cash and
cash equivalents
Cash and cash equivalents (per balance
sheet) 20 447 60
----------------------------------------------- ------- -------- --------
Overdrafts (per balance
sheet) 20 - (4)
447 56
--------------------------------------------- ------- -------- --------
The balances above include cashflows from Discontinued operations.
The accompanying notes form an integral part of these financial
statements.
Group Net Debt 2022 2021
Notes GBPm GBPm
============================================= ======= ======== ========
Interest-bearing loans
and borrowings:
- current (17) (180)
- non-current (763) (796)
---------------------------------------------- ------- -------- --------
Total Interest-bearing
loans and borrowings (780) (976)
---------------------------------------------- ------- -------- --------
Lease liabilities:
- current (182) (210)
- non-current (1,124) (1,306)
Total Lease
liabilities (1,306) (1,516)
------------------------------------------------ ------- -------- --------
Total Debt (2,086) (2,492)
------------------------------------------------ ------- -------- --------
- Group cash 447 60
- Overdrafts - (4)
Group Net Debt 21 (1,639) (2,436)
------------------------------------------------ ------- -------- --------
Group Net Debt (excluding lease
liabilities) (333) (920)
----------------------------------------------- ------- -------- --------
Notes to the financial statements
Section A - where do our profits come from?
1 Operating segments
What does this show? This note shows how our different businesses have
performed. This is how we report and monitor our performance internally.
These are the numbers that our Board reviews during the year.
2022 Food Wholesale Funeral Insurance Legal Other Federal Costs Total
businesses (f) from
(c) supporting
functions
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
-------------- ---- -------- ---------- -------- ---------- ------ ----------- -------- ------------
Revenue from
external
customers 7,805 1,439 271 24 46 - 1,895 - 11,480
-------------------- -------- ---------- -------- ---------- ------ ----------- -------- ------------
Underlying
operating
profit / (loss)
(a) 139 22 16 8 8 - - (93) 100
-------------------- ---------- -------- ---------- ------ ----------- -------- ------------
One-off items (a)
(i) (21) (2) (2) - - - - (14) (39)
Property, business
disposals
and closures (a)
(ii) 7 (1) (1) - - - - 59 64
Impairments (a)
(ii) (71) - (3) - - - - (31) (105)
Change in value of
investment
properties - - - - - - - (15) (15)
Operating
profit
/ (loss) (b) 54 19 10 8 8 - - (94) 5
--------------- --- ---------- -------- ---------- ------ ----------- -------- ------------
Depreciation and
amortisation 331 8 27 - 1 - - 23 390
EBITDA (h) 385 27 37 8 9 - - (71) 395
-------------------- ---------- -------- ---------- ------ ----------- -------- ------------
Underlying EBITDA
(h) 470 30 43 8 9 - - (70) 490
-------------------- -------- ---------- -------- ---------- ------ ----------- -------- ------------
Additions to
non current
assets (d, e) 115 4 14 - - - - 18 151
--------------- --- -------- ---------- -------- ---------- ------ ----------- -------- ------------
2021 Food Wholesale Funeral Insurance Legal Other Federal Costs Total
businesses (f) from
(c) supporting
functions
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
-------------- ---- -------- ---------- -------- ---------- ------ ----------- -------- ------------
Revenue from
external
customers 7,671 1,386 264 34 39 1 1,756 - 11,151
-------------------- -------- ---------- -------- ---------- ------ ----------- -------- ------------
Underlying
operating
profit / (loss)
(a) 156 7 12 15 5 (1) - (94) 100
-------------------- ---------- -------- ---------- ------ ----------- -------- ------------
One-off items (a)
(i) (17) - - - - - - 2 (15)
Property, business
disposals
and closures (a)
(ii) (14) - 2 - - (1) - 13 -
Impairments (a)
(ii) (22) - - - - - - (8) (30)
Change in value of
investment
properties - - - - - - - 9 9
Operating
profit
/ (loss) (b) 103 7 14 15 5 (2) - (78) 64
--------------- --- ---------- -------- ---------- ------ ----------- -------- ------------
Depreciation and
amortisation 332 9 32 - 1 - - 31 405
EBITDA (e) 435 16 46 15 6 (2) - (47) 469
-------------------- ---------- -------- ---------- ------ ----------- -------- ------------
Underlying EBITDA
(e) 488 16 44 15 6 (1) - (63) 505
-------------------- -------- ---------- -------- ---------- ------ ----------- -------- ------------
Additions to
non current
assets (d, e) 288 5 28 - - - - 34 355
--------------- --- -------- ---------- -------- ---------- ------ ----------- -------- ------------
a) Underlying operating profit / (loss) is a non-GAAP measure of segment
operating profit before the impact of property and business disposals
(including impairment of non-current assets within our businesses),
the change in the value of investment properties, and one-off items.
This is the non-GAAP measure of segmental profitability that is monitored
by the Group Board (which is the Chief Operating Decision Maker (CODM)).
(i) One-off items totalling a GBP39m charge (2021: GBP15m charge) are
made up of GBP26m of redundancy charges primarily within our Support
Centre, GBP12m of discretionary costs (membership spend added to colleagues'
membership cards) helping to support them through the Winter cost-of-living
crisis and net GBP1m other. In the prior period the GBP15m charged comprised
GBP17m of redundancy charges within our food store teams (under the
Fit for Future programme) net of a GBP2m gain in relation to a reduction
in the value of deferred consideration from our acquisition of Nisa.
(ii) Gains from property and business disposals of GBP64m (2021: net
GBPnil) comprise a GBP6m gain on food stores, GBP1m loss on funeral
branches and a GBP59m gain on non-trading properties sold during the
year.
(iii) Impairment charges of GBP105m (2021: GBP30m) are split: Food
GBP71m (2021: GBP22m), Funerals GBP3m (2021: GBPnil) and Costs from
supporting functions of GBP31m (2021: GBP8m) and relates to GBP30m (2021:
GBP5m) of Property, plant and equipment, GBP60m (2021: GBP25m) of Right-of-use
assets and GBP15m (2021: GBPnil) of Intangible assets.
b) Each segment earns its revenue and profits from the sale of goods
and provision of services, mainly from retail activities. Transactions
between operating segments excluded in the analysis are GBPnil (2021:
GBPnil).
c) The Group identifies its operating segments based on its divisions,
which are organised according to the different products and services
it offers its customers. The operating segments (and the captions) reported
above are based on the periodic results reported into the Chief Operating
Decision Maker which is the Board and whether the respective division's
results meet the minimum reporting thresholds set out in IFRS 8 (Operating
Segments). The Other businesses segment includes activities which are
not reportable per IFRS 8. In the comparative period then this mainly
comprised the results of Co-op Health which was sold on 6 April 2021.
Our other holding and support companies are included within costs from
supporting functions.
d) Additions to non-current assets are shown on a cash flow basis.
e) The Group's external revenue and non-current assets arise primarily
within the United Kingdom. The Group does not have a major customer
who accounts for 10% or more of revenue. In-line with how information
is presented to the Board then underlying segment operating profit includes
an appropriate allocation of central support centre costs which are
re-charged to the operating segments. There are no other material transactions
between the main operating segments.
f) Federal relates to the activities of a joint buying group that is
operated by the Group for itself and other independent co-operative
societies. The Group acts as a wholesaler to the other independent co-operatives
and generates sales from this. This is run on a cost recovery basis
and therefore no profit is derived from its activities. In the current
period revenue in the Federal segment includes GBP40m (2021: GBPnil)
of sales at nil margin for goods supplied to AFS (Arthur Foodstores
Limited - the entity that was sold to Asda as part of the disposal of
our petrol forecourt estate during the year). See footnote (i) below
for further details of the transitional service agreement covering the
post disposal period.
g) Operating profit in 2021 included GBP20m of government assistance
received through business rates relief in response to the CV-19 pandemic
(GBP18m in Food and GBP2m in Funerals).
h) EBITDA (earnings before interest, tax, depreciation and amortisation)
and underlying EBITDA are non-GAAP measure of performance which help
us to understand the profits our business segments are generating before
capital investment and interest charges. EBITDA is calculated by adding
back depreciation and amortisation charges to Operating profit (which
is calculated before interest charges). Underlying EBITDA is calculated
in a similar way but starting from underlying operating profit.
i) On 30th October we sold our petrol forecourt estate to Asda and as
part of the sale process the petrol sites will transfer across on a
rolling basis during a handover period of approximately 12 months which
is governed by a transitional service agreement. The Group have assessed
the nature of the arrangement and concluded that Co-op are acting as
agent in the facilitation of the transaction for the end customer, but
as a principal for supplying goods to AFS (Arthur Foodstores Limited
- the entity that was sold to Asda) under the service agreement, and
consequently will record the revenue and costs of supplying the goods
gross, as well as recording the outsourcing fee charged to AFS in revenue.
j) A reconciliation between Underlying operating profit, Underlying
loss before tax and Profit before tax (Continuing operations) is provided
below:
Continuing Operations 2022 2021
Notes GBPm GBPm
Underlying operating profit 100 100
=========================================== ==== ============== ===== ====== ========== ===========
Underlying net interest on loans and 6,
deposits 7 (55) (56)
Underlying net interest expense on lease 6,
liabilities 7 (76) (76)
----------------------------------------------------- -------------- ----- ------ -----------
Underlying loss before tax (31) (32)
------------------------------------------- ---- -------------- ----- ------ ---------- -----------
One-off items 1 (39) (15)
Gain on property, business disposals and closures
(see table below) 1 64 -
Impairment of non-current assets (see
table below) 1 (105) (30)
Profit on disposal of petrol forecourts 1 319 -
Change in value of investment properties 26 (15) 9
Finance income (net pension income) 6 43 30
Fair value movement on derivatives 6,
(net) 7 9 -
Fair value movement on quoted Group 6,
debt 7 28 5
Finance income (one-off gain on settlement of Group
Relief Creditor owed to The Co-operative Bank Plc) 6 - 99
Finance income (funeral plans) 6 29 54
Finance costs (funeral plans) 7 (54) (58)
Other non-cash finance costs 7 (1) (5)
Profit before tax from continuing operations 247 57
----------------------------------------------------- -------------- ----- ------ ---------- -----------
Profit / (loss) from property, business disposals, 2022 2021
closures and impairment of non-current assets
GBPm GBPm GBPm GBPm
------------------------------------------- ---- -------------- ----- ------ ---------- -----------
Disposals, closures and onerous
contracts:
- proceeds 47 80
- less net book value written off (15) (71)
- provisions released / (recognised) 32 (9)
------------------------------------------- ---- -------------- ----- ------ ---------- -----------
64 -
Impairment of property, plant and
equipment, right-of-use assets and
goodwill (105) (30)
------------------------------------------- ---- -------------- ----- ------ ---------- -----------
Total (41) (30)
------------------------------------------- ---- -------------- ----- ------ ---------- -----------
See (a) (iii) for details of the impairments.
2 Revenue
What does this show? This note shows our revenue (which excludes
VAT) across our different businesses.
2022 2021
GBPm GBPm
--------------------------------- --------- ------------ -------- ------ ---------- -------------
Retail sales 7,822 7,689
Member reward earned on sale
of goods (17) (18)
Provision of services 344 341
Member reward earned on
provision
of services (3) (3)
Wholesale sales 1,439 1,386
Federal sales 1,895 1,756
--------------------------------- --------- ------------ --------------- -------------
Revenue (as shown in the Consolidated
income statement) 11,480 11,151
-------------------------------------------- ------------ --------------- ---------- -------------
Accounting policies
Revenue is recognised in line with IFRS 15 (Revenue from Contracts
with Customers). IFRS 15 defines performance obligations as a 'promise
to provide a distinct good or service or a series of distinct goods
or services'. Revenue is recognised when a performance obligation
has been delivered which reflects the point when control over a product
or service transfers to a customer. Revenue is measured based on
the consideration set out in the contract with the customer and excludes
amounts collected on behalf of third parties.
Sale of goods
The Group recognises revenue when it transfers control over a product
to a customer. For the sale of goods, revenue is recognised at the
point of sale. Any rebates, VAT and other sales tax or duty items
are deducted from revenue.
Provision of services
Provision of services relates to activities in our Funerals, Legal
services and Insurance businesses. Revenue is recognised when separate
performance obligations are delivered to the customer. For funeral
sales ('at need') and funeral plan sales ('pre need') the only separable
performance obligation is the funeral itself and therefore revenue
is only recognised when the funeral is performed (or the plan is
redeemed and the funeral is performed). See Note 29 (Financial instruments)
for further details of the accounting policies relating to prepaid
funeral plans, funeral benefit options (FBO's) and low cost instalment
plans (LCIP's). Revenue from Legal and Insurance services is recognised
as distinct performance obligations are delivered to the customer.
Contract liabilities
Amounts received from funeral plan holders are deferred on the balance
sheet within contract liabilities until the related funeral is performed
(at which point the revenue is recognised). The deferred amount is
subject to adjustment to reflect a significant financing component.
This significant financing component is calculated based on the expected
interest rate that would be reflected in a separate financing transaction
between the Group and the plan holder at the inception of the contract
and is charged to the income statement as a finance cost (Note 7)
each period until the performance obligation is satisfied. The interest
rate applied is fixed at inception of each plan and is based on an
estimated incremental borrowing rate between the customer and the
Group at the point the contract is entered into and reflects the
security over our customers' plans through the whole of life policies
we have in place. See Note 23 (Contract Liabilities) for further
details. When the service prescribed by the plan is delivered, revenue
is recognised equal to the deferred revenue balance related to the
specific plan. Discounts offered to members on initial sale of a
plan are deducted from the related contract liability.
Contract assets
A contract asset is recognised when our right to consideration is
conditional on something other than the passage of time. For funeral
plans, fulfilment costs (which are costs relating directly to the
plan sale which otherwise wouldn't have been incurred) are deferred
and shown in the consolidated balance sheet as a contract asset.
The costs are then recognised in the consolidated income statement
at the point that the funeral is performed and in line with when
the revenue is recognised. See Note 18 (Contract assets) for further
details.
Member rewards
The member rewards earned as part of our membership offer are recognised
as a reduction in sales at the point they are earned with a corresponding
liability being held on the balance sheet. The liability is reduced
when the rewards are redeemed. Member rewards are earned at 2% of
sales value. The Community reward on member's spend is recognised
as an operating expense in the income statement when it is earned.
Community rewards are also earned at 2% of sales value.
Federal sales - principal versus agent presentation
The Group operates a joint buying group for itself and other independent
co-operative societies. The Group acts as a wholesaler to the other
independent co-operatives and generates sales from this. This is
run on a cost recovery basis and therefore no profit is derived from
its activities. In accordance with IFRS 15 and based on the nature
of the sales made to the other independent co-operatives and the
level of control the Group has over the goods sold to those co-operatives
the Group is acting as the principal in these transactions as opposed
to an agent and records revenue on that basis.
3 Operating expenses
What does this show? This note shows the costs we have incurred
during the period. It splits costs into key categories such as
trading activities and employee benefits.
Operating profit is stated after
(charging) / crediting the following:
2022 2021
GBPm GBPm
---------------------------------------------------- -------- --------
Cost of inventories recognised
as an expense (8,056) (7,894)
Employee benefits expense (see
below) (1,444) (1,484)
Distribution costs (501) (508)
Gain on property, business disposals
and closures (before impairments) 64 -
Impairment of plant, property and
equipment and goodwill (45) (5)
Impairment of right-of-use assets (60) (25)
Impairment reversal on subleases - 1
Net gain on other plant and equipment
disposals 2 2
Change in value of investment properties (15) 9
Depreciation of plant, property
and equipment (244) (254)
Depreciation of right-of-use assets (119) (122)
Amortisation of intangible assets (27) (29)
Furlough repayment - (16)
Business rates relief received - 20
Subscriptions and donations (6) (4)
Community reward earned (18) (19)
======================================================= ======== ========
Employee benefits expense
2022 2021
GBPm GBPm
---------------------------------------------------- -------- --------
Wages and salaries (1,293) (1,332)
Social security costs (90) (86)
Pension costs - defined benefit
schemes (6) (5)
Pension costs - defined contribution
schemes (55) (61)
------------------------------------------------------- --------
Total employee benefits expense (1,444) (1,484)
------------------------------------------------------- -------- --------
Employee benefits expense includes
executive directors.
The average number of people employed by the Group
in the UK (including executive directors) was:
2022 2021
Number Number
---------------------------------------------------- -------- --------
Full-time 18,627 19,618
Part-time 40,463 42,919
------------------------------------------------------- --------
Total 59,090 62,537
------------------------------------------------------- -------- --------
Auditor remuneration and expenses 2022 2021
----------------------------------------------------------------
GBPm GBPm
---------------------------------------------------------------- ------- --------
Audit of these financial statements 2.4 2.1
Amounts receivable by the Society's
auditor in respect of:
- Audit of financial statements of
subsidiaries in respect of the Society 0.4 0.4
Services relating to:
- Audit-related assurance services - -
- All other services 0.1 0.1
------------------------------------------------------------------- ------- --------
Total 2.9 2.6
------------------------------------------------------------------- ------- --------
Accounting policies
Operating expenses
Operating expenses are analysed by nature, as defined by IAS 1 (Presentation
of Financial Statements). Payments to our members in their capacity
as customers or colleagues (rather than as members), or membership
payments to non-members such as charitable organisations, are treated
as charges in the income statement.
4 Supplier income
What does this show? Our suppliers give us money back based on the
amount of their products we buy and sell. This note shows the different
types of income we've earned from our suppliers based on the contracts
we have in place with them. This income is taken off operating expenses
in the income statement.
Supplier income 2022 2021
----------------------------------------------------------------
GBPm GBPm
---------------------------------------------------------------- ------- --------
Food - Long-term agreements 156 158
Food - Bonus income 66 82
Food - Promotional income 281 341
------------------------------------------------------------------- ------- --------
Total Food supplier income 503 581
------------------------------------------------------------------- ------- --------
Wholesale - Long-term agreements 27 27
Wholesale - Bonus income 15 19
Wholesale - Promotional income 81 99
------------------------------------------------------------------- ------- --------
Wholesale supplier income 123 145
Total supplier income 626 726
------------------------------------------------------------------- ------- --------
Percentage of Cost of Sales before % %
deducting Supplier income
---------------------------------------------------------------- ------- --------
Food - Long-term agreements 2.6% 2.6%
Food - Bonus income 1.1% 1.4%
Food - Promotional income 4.7% 5.7%
Total Food supplier income percentage 8.4% 9.7%
------------------------------------------------------------------- ------- --------
Wholesale - Long-term agreements 2.0% 2.0%
Wholesale - Bonus income 1.1% 1.4%
Wholesale - Promotional income 6.1% 7.3%
------------------------------------------------------------------- ------- --------
Total Wholesale supplier income percentage 9.2% 10.7%
------------------------------------------------------------------- ------- --------
All figures exclude any income or purchases
made as part of the Federal joint buying
group.
Accounting policies
Supplier income
Supplier income is recognised as a deduction from cost of sales on
an accruals basis, based on the expected entitlement that has been
earned up to the balance sheet date for each relevant supplier contract.
The accrued incentives, rebates and discounts receivable at year end
are included within trade and other receivables (Note 17). Where amounts
received are in the expectation of future business, these are recognised
in the income statement in line with that future business. There are
three main types of income:
1. Long-term agreements: These relate largely to volumetric rebates
based on agreements with suppliers. They include overriders, advertising
allowances and targeted income. The income accrued is based on the
joint buying group's latest forecast volumes and the latest contract
agreed with the supplier. Income is not recognised until confirmation
of the agreement has been received from the supplier.
2. Bonus income: These are typically unique payments made by the supplier
and are not based on volume. They include payments for marketing support,
range promotion and product development. These amounts are recognised
when the income is earned and confirmed by suppliers. An element of
the income is deferred if it relates to a future period.
3. Promotional income: Volumetric rebates relating to promotional
activity agreed with the supplier. These are retrospective rebates
based on sales volumes or purchased volumes.
5 Other income
What does this show? This note shows what we have earned during the
period from activities that are outside our normal trading activities.
This is mainly from rental income we earn on properties that we own
or sublet.
2022 2021
GBPm GBPm
------------------------------------------------------------ ------- ------
Rental income from non-investment property 6 7
Rental income from investment property 3 3
Total other income 9 10
--------------------------------------------------------------- ------- ------
Accounting policies
Rental income from investment and non-investment properties
Rental income arising from operating leases on both investment and
non-investment properties is accounted for on a straight-line basis
over the lease term. For accounting policies relating to investment
property, refer to Note 26.
6 Finance income
What does this show? Finance income arises from the interest earned
on our pension scheme and interest from finance lease receivables
which have been discounted. If they are gains then we also include
the movement in the fair value of some elements of our debt, our
interest rate swap positions, foreign exchange contracts and commodity
derivatives (which are used to manage risks from interest rate,
foreign exchange and commodity price movements). If they are losses,
they are included in Finance costs (see Note 7). If they are gains,
we also show the fair value movement on our funeral plan investments
as well as the discount unwind on funeral plan instalment debtors.
2022 2021
GBPm GBPm
------------------------------------------------------------- -------- --------
Net pension finance income 43 30
Underlying interest income from finance
lease receivables 2 3
Interest receivable on deposits 3 -
Fair value movement on foreign exchange
contracts and commodity derivatives 20 5
Fair value movement on quoted Group
debt (Note 21) 28 5
One-off gain on settlement of Group Relief
Creditor owed to The Co-operative Bank Plc* - 99
Unrealised fair value movement on
funeral plan investments (Note 14) 28 54
Discount unwind on funeral plan debtors 1 -
------------------------------------------------------------- -------- --------
Total finance income 125 196
---------------------------------------------------------------- -------- --------
*The one-off gain of GBP99m in 2021 relates to the settlement of
the Group Relief Creditor owed to the Co-operative Bank Plc.
7 Finance costs
What does this show? Our main finance costs are the interest that
we've paid during the year on our bank borrowings (that help fund
the business) and the interest payments we incur on our lease liabilities.
If they are losses then we also include the movement in the fair
value of some elements of our debt and our interest rate swap positions
(which are used to manage risks from interest rate and foreign
exchange movements). If they are gains, they are included in Finance
income (see note 6). We also include the interest that accrues
on the funeral plans we hold and any impact of discounting on funeral
plan instalment debtors if it is a charge.
2022 2021
GBPm GBPm
------------------------------------------------------------- -------- --------
Loans repayable within five years (58) (56)
Loans repayable wholly or in part - -
after five years
Underlying loan interest payable (58) (56)
---------------------------------------------------------------- -------- --------
Underlying interest expense on lease
liabilities (78) (79)
Total underlying interest expense (136) (135)
---------------------------------------------------------------- -------- --------
Fair value movement on interest rate
swaps (Note 29) (11) (5)
Other non-underlying finance interest (1) (5)
Interest accruing on funeral plan
liabilities (Note 23) (54) (54)
Discounting on funeral plan debtors - (4)
Total finance costs (202) (203)
Non-underlying finance interest includes the impact of discount
unwind on payables and provisions (see Note 24).
Total interest expense on financial liabilities (including lease
liabilities) that are not at fair value through the income statement
was GBP125m (2021: GBP127m).
8 Taxation
What does this show? Our tax charge is made up of current and deferred
tax. This note explains how those items arise. Additional explanatory
footnotes are included to explain the key items. We were re-accredited
with the Fair Tax Mark during 2021 and the additional disclosures we provide
are in line with best practice guidance.
2022 2021
Footnote GBPm GBPm
Current tax credit / (charge) - current
period (i) 11 (1)
Current tax credit - adjustment in (iii) -
respect of prior periods 2
Net current tax charge - in respect
of continuing operations 13 (1)
Net current tax credit - in respect
of discontinued operations (14) 1
Total current tax charge (1) -
Deferred tax charge - current period (iv) (11) (5)
Deferred tax charge - adjustments
in respect of prior periods (v) (2) (6)
Deferred tax charge - impact of rate
change (see note below) (4) (13)
Net deferred tax charge - in respect
of continuing operations (17) (24)
Net deferred tax charge - in respect -
of discontinued operations -
Total deferred tax charge (17) (24)
Total tax charge reported in the income
statement (4) (25)
Total tax (charge) / credit attributable
to a discontinued operation (14) 1
Total tax charge (18) (24)
The tax on the Group's net profit before tax differs from the theoretical
amount that would arise using the standard applicable rate of corporation
tax of 19% (2021:19%) as follows:
2022 2021
Footnote GBPm GBPm
Profit before tax from continuing
operations 247 57
Profit before tax from discontinued
operation 81 12
Total profit before tax 328 69
Tax charge at 19% (2021: 19%) (62) (13)
Current tax reconciliation:
Expenses not deductible for tax (including
one-off costs) (vi) (2) (2)
Credits not taxable on the Co-operative
Bank settlement (ii) - 19
Depreciation and amortisation on non-qualifying
assets (vii) (10) (11)
Non-taxable profits arising on business
disposals (viii) 61 3
Capital gains arising on property
disposals (ix) (1) (1)
Adjustments in respect of prior periods (iii) 2 -
Impact on current tax for movement in temporary
tax differences (see below) 11 5
Total current tax charge (1) -
Deferred tax reconciliation:
(Utilisation) / increase of temporary tax
differences - see Note 15 footnote (vii):
Utilisation of capital allowances in excess
of depreciation on qualifying assets (2) -
Utilisation of brought forward tax
losses (1) (1)
Pension timing differences (10) (10)
Unwind of restatement adjustment on
adoption of IFRS 16 (3) (3)
Impact of restatement adjustment in - -
relation to IFRS 15
Unrealised gains on investment properties, rolled-over
gains and historic business combinations 10 6
Other timing differences (5) 3
Subtotal of deferred tax reconciling
items (iv) (11) (5)
Other deferred tax items:
Adjustment in respect of previous
periods (v) (2) (6)
Impact of restatement of deferred
tax to enacted rate (x) (4) (13)
Total deferred tax charge (17) (24)
Total tax charge (18) (24)
The net tax charge of GBP4m on a continuing profit before tax of
GBP247m gives an effective tax rate of 2%, which is lower than the
standard rate of 19%. The main reason for this being lower is the
GBP319m profit arising on the disposal of Arthur Food Stores
Limited (the entity that was sold to Asda as part of the disposal
of our petrol forecourt estate) which is exempt from tax as the
disposal qualifies under the Substantial Shareholding Exemption
Budget that reduces the expected tax charge by GBP61m. There are
other factors as detailed in the disclosure, the main one being the
GBP10m impact of depreciation on non-qualifying assets, that in
total then increase the net expected tax charge by GBP14m. See
footnotes for more detail.
Tax expense on items taken directly to consolidated statement of comprehensive
income or consolidated statement of changes in equity
2022 2021
GBPm GBPm
Actuarial gains and losses
on employee pension scheme 183 (128)
Investment property revaluation
through other comprehensive income - (2)
Tax on items taken directly to consolidated statement
of comprehensive income 183 (130)
Adjustment to historic funeral
plan liabilities (see Note
23) (6) -
Total tax on changes
in equity 177 (130)
Of the GBP183m tax taken directly to the consolidated statement of comprehensive
income, GBP139m credit (2021: GBP66m charge) arises on the actuarial
movement on employee pension schemes. There is also a GBP44m credit (2021:
GBP62m charge) being the impact of the 25% rate on the deferred tax related
to the employee pension schemes as noted below. There was no movement
this year directly to the consolidated statement of comprehensive income
in respect of investment property revaluations.
A tax charge of GBP6m has been attributed to the IFRS 15 adoption adjustment
in respect of funeral plan liabilities taken directly to Retained earnings
in equity, of which GBP1m charge is rate impact.
Following the Budget on 3 March 2021, the Chancellor announced the enacted
corporation tax rate of 19% would increase to 25% with effect from 1
April 2023. To the extent the above deferred tax assets and liabilities
are expected to crystalise after this date they should be valued using
25% rather the current corporation tax rate of 19%. The bulk of the deferred
tax assets and liabilities, as shown in Note 15, are expected to crystalise
over a much longer time frame, being mainly the retirement benefit obligations,
capital allowances on fixed assets and unrealised gains on investment
properties, rolled-over gains and historic business combinations. An
assessment of the amount of deferred tax assets and liabilities that
are expected to crystalise prior to 1 April 2023 is considered to be
immaterial when compared to total net deferred tax liability, being less
than 1% of the total amount. Due to this assessment being based on projected
forecasts and the potential uncertainties inherent in using these, utilising
a flat rate of 25% is seen as a fair approximate and has been used to
determine the actual net deferred tax liabilities.
The impact in 2022 of recognising the net deferred tax movements at
25% rather than 19% has meant the equity credit is increased by GBP44m
and the tax charge through the income statement is increased by GBP4m.
Tax policy
We publish our tax policy on our website (https://www.co-operative.coop/ethics/tax-policy)
and have complied with the commitments set out in that policy.
Footnotes to taxation
note 8:
i) The Group is not tax-paying in the UK in respect of 2022 due to the
fact it has a number of brought forward capital allowances (GBP198m gross
claimed in 2022) and tax losses (GBP5m gross utilised in 2022) that offset
its taxable profits for the period. These allowances and losses are explained
in more detail in Note 15. The current tax charge nets to GBP1m, this
is partly due to profits earned by Arthur Food Stores Limited that could
not be fully covered by the above allowances. The corporation tax liability
in respect of this, of GBP3m, was accrued in the company's balance sheet
at disposal. Off-setting this is a credit of GBP2m in respect of a claim
made to HMRC to convert an equivalent amount of deferred tax reliefs
into a cash settlement. This is shown as adjustment in respect of prior
periods. In addition, the discontinued disclosure requirements require
the tax impact of discontinued operations to be split out resulting in
a GBP14m tax credit and GBP14m tax charge in continuing and discontinued
respectively.Outside of the UK, our Isle of Man resident subsidiary,
Manx Co-operative Society, a convenience retailing business in the Isle
of Man showed a small profit in 2022, giving rise to a small current
tax liability of GBP0.1m (2021: GBP0.2m). This is the Group's only non-UK
resident entity for tax purposes, which employs 104 part-time and 142
full-time colleagues out of our total Group headcount figure. All other
income in the consolidated income statement is generated by UK activities
and all other colleagues are employed in the UK. The 2022 revenue of
Manx Co-operative Society is GBP35m and all other revenue reflected in
the consolidated income statement is generated by UK trading activities.
The net assets of Manx Co-operative Society at 31 December 2022 were
GBP11.8m, compared to net assets of the consolidated Group of GBP2,803m.
The Manx assets represent the only overseas trading assets within the
Group. A full copy of the most recent accounts is available here https://www.co-operative.coop/investors/rules.
The presence of this IOM resident subsidiary has not resulted in any
additional tax charge in 2022 over and above that payable to the Isle
of Man authorities stated above. If these activities had been carried
out in the UK, these profits would have been included within the Group's
taxable profit prior to the availability of capital allowances and tax
losses.In addition the Group has one dormant company registered in the
Cayman Islands, Violet S Propco Limited. This is a legacy dormant company
and is UK resident for tax purposes, as it is managed and controlled
entirely within the UK. All tax obligations in respect of this company
are therefore reported in the UK. It should be noted that we have engaged
with the Cayman Counsel and are in the process of completing the relevant
due diligence that will allow the commencement of the formal striking
off of Violet S Propco Ltd as a Cayman Isle registered company.
ii) As noted in last year's financial statements, the accounting gain
in the 2021 income statement of GBP99m arising from the settlement of
a creditor balance in relation to group relief claimed from The Co-operative
Bank was not subject to corporation tax in accordance with UK tax legislation.
iii) There were minimal adjustments in respect of the current year in
respect of prior years for both 2022 and 2021, other than as noted above.
iv) Deferred tax is an accounting concept that reflects how some income
and expenses can affect the tax charge in different periods to when they
are reflected for accounting purposes. These differences are a result
of tax legislation.
The GBP11m deferred tax charge represents the net utilisation of temporary
differences throughout the current year that are offset against the Group's
taxable profits, reducing the Group's current tax liabilities. The GBP11m
primarily relates to deferred tax arising on movements on our pension
assets. Note 15 gives further detail on how each deferred tax balance
has moved in the year.
As the Group is not tax-paying in respect of 2022, the reconciling items
between the tax charge at the standard rate and the actual tax charge
mostly affect the deferred tax we carry as they will result in us having
more or less capital allowances or losses to offset against future profits.
v) There was a GBP2m tax charge adjustment in the current year relating
to prior years. This mainly resulted from a claim made to HMRC to convert
some of the Group's deferred tax reliefs into a cash settlement reported
as a GBP2m tax credit to current year tax in respect of prior years (see
footnote (i) above). In 2021 the GBP6m tax charge resulted from changes
to the taxable profits reported in the individual subsidiary accounts
compared to the Group's tax charge as a whole in 2020.
It is common for adjustments to arise in respect of prior years, as
the tax charge in the financial statements is an estimate that is prepared
before the detailed tax calculations are required to be submitted to
HMRC, which is 12 months after the year end. Also, HMRC may not agree
with a tax return some time after the year end and a liability for a
prior period may arise as a result. When HMRC may not agree this can
give rise to uncertainties for which a provision is recognised. Following
recent agreement with HMRC on prior year issues we no longer carry any
uncertain tax positions.
vi) Some expenses incurred by the Group may be entirely appropriate charges
for inclusion in its financial statements but are not allowed as a deduction
against taxable income when calculating the Group's tax liability. Examples
of this include some repairs, entertaining costs and certain legal costs.
vii) The accounting treatment of depreciation differs from the tax treatment.
For accounting purposes an annual rate of depreciation is applied to
capital assets. For tax purposes the Group is entitled to claim capital
allowances, a relief provided by law. Some assets do not qualify for
capital allowances and no relief is available for tax purposes on these
assets. This value represents depreciation arising on such assets (primarily
Land and Buildings).
viii) In 2022 the Group disposed of its shares in Arthur Food Stores
Limited (the entity that was sold to Asda as part of the disposal of
our petrol forecourt estate). The disposal falls within the substantial
shareholder exemptions (SSE) which means any gain or losses arising on
the disposal are not brought into tax. The amount shown for 2021 was
in connection to the disposal of shares in Co-operative Care Limited
that was also covered by SSE.
ix) During the year a number of properties were sold, where the net taxable
profit was less than the accounting profit.
x) It is a requirement to measure deferred tax balances at the substantively
enacted corporation tax rate at which they are expected to unwind. As
noted above the impact of recognising deferred tax at 25% has been to
increase the tax charge by GBP4m this year.
Accounting policies
Income tax on the profit or loss for the period is made up of current
and deferred tax. Income tax is recognised in the income statement except
to the extent that it relates to items recognised directly in reserves,
in which case it is recognised in other comprehensive income. Current
tax is the expected tax payable on the taxable income for the period,
using tax rates enacted or substantively enacted at the balance sheet
date, and any adjustment to tax payable in respect of previous years.
9 Profit on discontinued operation
(net of tax)
What does this show? We classify any of our business segments as discontinued
operations if they have been disposed of during the year or if they are
held for sale at the balance sheet date (which means they are most likely
to be sold within a year). This note shows the operating result for these
segments as well as the profit or loss on disposal.
Discontinued operation - disposal of Insurance (underwriting) business
The sale of our insurance underwriting business (CISGIL) completed on
3 December 2020. The results of that business have been classified as
a discontinued operation from 2018 and shown in a separate line at the
bottom of the consolidated income statement under Discontinued Operations.
As part of the sale agreement Co-op continued to supply CISGIL with certain
agreed services in the first half of 2021 under a service agreement (TSA).
The costs and recoveries associated with that agreement are included
in the table below within Operating expenses and Operating income respectively
and are shown within Discontinued operations in the Consolidated Income
statement. Operating expenses in 2022 includes the release of any remaining
provisions associated with the disposal. Other income includes GBP72m
of income following payments received in respect of a legal claim.
Results of discontinued operation - Insurance (underwriting
business) 2022 2021
GBPm GBPm
Operating
income - 12
Operating expenses
(net) 3 (13)
Other income 78 13
Profit before
tax 81 12
Tax (14) 1
Profit for the period from
discontinued operation 67 13
Segmental analysis Revenue Underlying Profit Additions Depreciation
- Insurance (underwriting from external segment before to non-current and amortisation
business) customers operating tax assets
(loss) /
profit
GBPm GBPm GBPm GBPm GBPm
52 weeks ended 31 December
2022 - - 81 - -
52 weeks ended 1
January 2022 12 (1) 12 - -
The table below shows a summary of the cash
flows of discontinued operations:
Cash flows used in discontinued operations: 2022 2021
GBPm GBPm
Net cash from discontinued
operations 72 13
Cash flows from financing and investing activities
were not significant in any period.
Accounting policies
The Group classifies non-current assets and disposal groups as held for
sale if their carrying amounts will be recovered principally through a
sale transaction rather than through continuing use. Non-current assets
and disposal groups classified as held for sale are measured at the lower
of their carrying amount and fair value less costs to sell. Costs to sell
are the incremental costs directly attributable to the disposal of an
asset (disposal group), excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only
when the sale is highly probable, and the asset or disposal group is available
for immediate sale in its present condition. Actions required to complete
the sale should indicate that it is unlikely that significant changes
to the sale will be made or that the decision to sell will be withdrawn.
Management must be committed to the plan to sell the asset and the sale
expected to be completed within one year from the date of the classification.
Discontinued operations are those operations that can be clearly distinguished
from the rest of the Group, both operationally and for financial reporting
purposes, that have either been disposed of or classified as held for
sale and which represent a separate major line of business. Property,
plant and equipment and intangible assets are not depreciated or amortised
once classified as held for sale. Assets and liabilities classified as
held for sale are presented separately as current items in the balance
sheet. Discontinued operations are excluded from the results of continuing
operations and are presented as a single amount as profit or loss after
tax from discontinued operations in the income statement.
A disposal group qualifies as a discontinued operation if it is a component
of an entity that either has been disposed of, or is classified as held
for sale, and:
-- Represents a separate major line of business or geographical area
of operations; or
-- Is part of a single co-ordinated plan to dispose of a separate major
line of business or geographical area of operations.
10 Reconciliation of operating profit to net cash flow from operating
activities
What does this show? This note shows how we adjust our operating profit,
as reported in the income statement, to get to the net cash from operating
activities which is the starting position in the cash flow statement.
Non-cash items are added back to or subtracted from the operating profit
figure to show how much cash is generated from our operating activities.
2022 2021
GBPm GBPm
Operating profit (Note
1) 5 64
Depreciation and amortisation
charges 390 405
Non-current asset
impairments 105 30
Profit on closure and disposal
of businesses and non-current assets (66) (2)
Change in value of investment
properties 15 (9)
Retirement benefit
obligations (12) (24)
Decrease / (increase)
in inventories 36 (28)
Increase in receivables (88) (17)
Decrease in contract
assets (funeral plans) 3 18
Increase in contract
liabilities (funeral
plans) (87) (19)
Increase / (decrease) in payables
and provisions 80 (253)
Tax received 2 -
Net cash flow from operating activities before
net cash operating inflow from discontinued operations 383 165
Net cash flow from operating activities relating
to discontinued operations 72 13
Net cash flow from
operating activities 455 178
Accounting policies
Refer to note 20 for details of the accounting policy for Cash and cash
equivalents.
Section B - what are our major assets?
This section of the accounts (notes 11 - 20) outlines the key assets that
we hold at the balance sheet date.
11 Property, plant and equipment
What does this show? Property, plant and equipment is the physical assets
we use in our business such as our buildings, equipment and vehicles.
This note shows how the amount we include on our balance sheet for these
assets has changed over the period.
For the period ended 31 Property Plant Total
December 2022 and equipment
GBPm GBPm GBPm
Cost or valuation:
At 1 January
2022 1,442 2,731 4,173
Additions 8 96 104
Disposal of petrol forecourts
(see Note 35) (60) (121) (181)
Disposals (31) (87) (118)
At 31 December
2022 1,359 2,619 3,978
Depreciation:
At 1 January
2022 610 1,651 2,261
Charge for the period 27 217 244
Impairment 2 28 30
Disposal of petrol forecourts
(see Note 35) (16) (76) (92)
Disposals (14) (82) (96)
At 31 December
2022 609 1,738 2,347
Net book
value:
At 31 December
2022 750 881 1,631
At 1 January
2022 832 1,080 1,912
Capital work in progress
included above 10 28 38
The impairment charge of GBP30m (2021: GBP5m) primarily relates to poor
performing food stores (see also Critical accounting estimates and judgements
section of this note for further detail on impairment).
For the period ended 1 Property Plant Total
January 2022 and equipment
GBPm GBPm GBPm
Cost or valuation:
At 2 January
2021 1,467 2,580 4,047
Additions 38 224 262
Transfer to Assets held
for sale (see Note 19) (4) (6) (10)
Reclassified to Investment
properties (see note 26) (7) - (7)
Disposals (52) (67) (119)
At 1 January 2022 1,442 2,731 4,173
Depreciation:
At 2 January
2021 607 1,485 2,092
Charge for the period 30 224 254
Impairment 1 4 5
Transfer to Assets held
for sale (see Note 19) (2) (5) (7)
Reclassified as assets
held for sale (see note
19) (2) - (2)
Disposals (24) (57) (81)
At 1 January 2022 610 1,651 2,261
Net book
value:
At 1 January 2022 832 1,080 1,912
At 2 January
2021 860 1,095 1,955
Capital work in progress
included above 21 37 58
Critical accounting estimates and judgements
Impairment
In the context of considering potential impairment of plant, property
and equipment; the recoverable amount for Food and Funeral cash generating
units (CGUs) is the greater of the fair value of the CGU (less costs to
sell) and the value in use (VIU) of the CGU. The value in use for Food
and Funeral CGUs has been determined using discounted cash flow calculations.
The key assumptions in the value in use calculations are as follows:
Assumption Food Segment Funeral Segment
Structure Each individual food store is deemed A CGU is deemed to be a local
of a CGU to be an individual CGU. network of interdependent branches,
known as a Funeralcare Hub.
Cash Future cash flows derived from Future cash flows derived from
flow years Board approved four-year plan cash Board approved four-year plan
/ assumptions flow assumptions. cash flow projections.
These forecasts are based on budget These cash flows are extrapolated
for FY23, four- year plan for FY24 over the remaining lease term
and then subject to a long term for leasehold properties or into
growth rate of 1.9% (2021: 1.9%) perpetuity for freehold properties.
reflecting the UK's long-term post
war growth rate which is in-line Perpetuities included in cash
with industry norms for the period flows where the Hub is expected
of the lease. Where lease terms to be operational beyond its
are shorter than this, the remaining current lease terms.
lease terms have been used.
Perpetuities A growth rate of 1.9% (2021:
are included in cash flows with 1.9%) is applied beyond Board
0% growth (2021: 0%) where stores approved four-year plan horizon
are expected to be operated beyond (reflecting the UK's long-term
their current lease term. post war growth rate which is
in-line with industry norms).
Cash flows include estimated store
capital maintenance costs based The Group is currently working
on the square footage of the store. to identify the physical risk
to our business and supply chains
The Group is currently working from the changing climate, along
to identify the physical risk to with the potential impact of
our business and supply chains policy, technology and market
from the changing climate, along changes as we transition to a
with the potential impact of policy, lower carbon future. This is
technology and market changes as a developing area with inherent
we transition to a lower carbon uncertainty which is constantly
future. This is a developing area evolving. The work being undertaken
with inherent uncertainty which will help inform our overall
is constantly evolving. The work response to the risks and opportunities
being undertaken will help inform that are identified. Our assessment
our overall response to the risks of the impact of climate-related
and opportunities that are identified. risk and related expenditure
Our assessment of the impact of is reflected in the financial
climate-related risk and related models and plans and will continue
expenditure is reflected in the to be monitored in future periods.
financial models and plans and
will continue to be monitored in
future periods.
Discount A post tax discount rate has been A post tax discount rate has
rate and calculated for impairment purposes, been calculated for impairment
Sensitivity with the Food segment's weighted purposes, with the Funeralcare
analysis average cost of capital (WACC) segment's weighted average cost
deemed to be an appropriate rate, of capital (WACC) deemed to be
subsequently grossed up to a pre-tax an appropriate rate, subsequently
rate of 10.1% (2021: 7.3%). grossed up to a pre-tax rate
of 10.9% (2021: 8.8%).
The post-tax discount rate has
been calculated using the capital The post-tax discount rate has
asset pricing model. been calculated using the capital
asset pricing model.
Certain inputs into the capital
asset pricing model are not readily Certain inputs into the capital
available for non-listed entities. asset pricing model are not readily
As such, certain inputs have been available for non-listed entities.
obtained from industry benchmarks As such, certain inputs have
which carries a measure of estimation been obtained from industry benchmarks
uncertainty. However, as discussed which carries a measure of estimation
in the sensitivity section below, uncertainty. However, as discussed
this estimation uncertainty level in the sensitivity section below,
is not deemed to be material. this estimation uncertainty level
is not deemed to be material.
In each of the current and comparative
years, sensitivity analysis has In each of the current and comparative
been performed in relation to our years, sensitivity analysis has
store impairment testing, testing been performed in relation to
for a 2% increase in discount rate our Funeralcare Hub impairment
and a decrease in growth to minus testing, testing for a 1% increase
2%; within both these sensitivities in discount rate and a decrease
no additional material impairment in growth to minus 1%; within
was calculated. The sensitivity both these sensitivities no additional
analysis performed considers reasonably material impairment was calculated.
possible changes in the discount The sensitivity analysis performed
rate and growth rate assumptions. considers reasonably possible
changes in the discount rate
Sensitivity analysis has also and growth rate assumptions.
been performed on our goodwill
impairment testing, see note 13. Sensitivity analysis has also
been performed on our goodwill
impairment testing, see note
13.
Accounting policies
Where parts of an item of property, plant and equipment have materially
different useful economic lives, they are accounted for as separate items
of property, plant and equipment. Cost includes purchase price plus any
costs directly attributable to bringing the assets to the location and
condition necessary for it to be capable of operating in the manner intended
by management. Depreciation is provided on the cost or valuation less
estimated residual value (excluding freehold land) on a straight-line
basis over the anticipated working lives of the assets. The estimated
useful lives are as follows and where appropriate would also include our
assessment of the expected impact on asset lives of our plan to move to
net zero by 2040:
Property
Freehold buildings - 50 years
Leasehold property - shorter of period of lease or 50 years
All properties are measured at cost less accumulated depreciation and
impairment losses.
Plant & equipment
Plant and machinery - 3 to 13 years
Vehicles - 3 to 9 years
The residual value, if significant, is reassessed annually.
We no longer include property, plant and equipment in our balance sheet
when the Group loses the right to the future economic benefits associated
with the asset. For property, this usually happens when we have exchanged
contracts on an unconditional basis to sell it.
Impairment
For the Food segment, the Group treats each store as a separate cash-generating
unit for impairment testing of property, plant and
equipment and right-of-use assets. The Group allocates goodwill to groups
of cash-generating units. The lowest level at which goodwill is monitored
by management is at a total Food segment level.
For the Funerals segment, the Group treats a local network of interdependent
branches, known as a Funeralcare Hub, as a separate cash-generating unit
for impairment testing of property, plant and equipment, right-of-use
assets and goodwill.
At each reporting date, the Group reviews the carrying amounts of its
property, plant and equipment to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset, being the higher of its fair
value less costs to dispose and its value in use, is estimated in order
to determine the extent of the impairment loss. Impairment losses are
recognised in the income statement.
Where the asset does not generate cash flows that are independent from
other assets, the Group estimates the recoverable amount of the cash-generating
unit (CGU) to which the asset belongs. For Food stores, the CGU is deemed
to be each trading store. For Funeralcare, the CGU is deemed to be a local
network of interdependent branches. Where an individual branch within
a local network is to be closed, the individual branch is defined as the
CGU, rather than being included with the network of interdependent branches.
This is because the branch is no longer expected to contribute to the
business through cash generated through its operating activities but instead
through any proceeds on disposal.
An impairment loss is reversed if there has been a change in the estimate
used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset's carrying amount is returned to what
it would have been, net of depreciation or amortisation, if no impairment
loss had been recognised.
12 Leases
What does this show? This note shows the value of our leased assets and
the corresponding value of our lease liabilities. The tables show how
these balances have moved in the period from additions, disposals, payments,
interest charges and impairments.
A. As a
lessee
Right-of-use assets Property Plant and Total
equipment
GBPm GBPm GBPm
Balance at 1st
January 2022 1,014 72 1,086
Depreciation charge
for the year (102) (17) (119)
Additions 116 7 123
Disposals (16) (1) (17)
Disposal of petrol forecourts
(see Note 35) (131) - (131)
Impairment (60) - (60)
Balance at 31st December
2022 821 61 882
Balance at 2nd January
2021 952 79 1,031
Depreciation charge
for the year (105) (17) (122)
Additions 226 10 236
Disposals (5) - (5)
Reclassified to Investment
properties (see Note 26)* (28) - (28)
Transfer to assets held
for sale (see Note 19) (1) - (1)
Impairment (25) - (25)
Balance at 1st January
2022 1,014 72 1,086
The Group leases many assets, principally it leases properties for its
food retail stores and funeral branches as well as some vehicles and other
equipment. The leases of retail stores are typically between 1 and 20
years in length (2021: 1 and 20 years), and leases of funeral branches
are typically between 1 and 10 years in length (2021: 1 and 8 years).
Vehicle and equipment leases are typically between 1 and 4 years in length
(2021: 1 and 4 years) and in some cases the Group has options to purchase
the assets at the end of the contract term.
In the context of potential impairment then the critical accounting estimates
and judgments set out in Note 11 (Property, plant and equipment) are also
applicable for right-of-use assets. Impairment of GBP60m (2021: GBP25m)
comprises GBP33m against food stores where future cashflow forecasts do
not support the carrying value of the right-of-use assets we hold and
GBP27m in the Corporate centre which includes a GBP20m reduction in the
value of the right-of-use asset that we hold against our central support
centre at Angel Square as our utilisation has changed following the transition
to hybrid working.
Lease liabilities 2022 2021
GBPm GBPm
Current (182) (210)
Non-current (1,124) (1,306)
Lease liabilities included in the
Consolidated balance sheet (1,306) (1,516)
Lease liabilities 2022 2021
GBPm GBPm
At the start of
the period (1,516) (1,425)
Additions (120) (244)
Disposals 31 17
Disposal of petrol forecourts
(see Note 35) 171 -
Interest
expense (78) (79)
Transfer to liabilities
held for sale (see note
19) - 2
Payments 206 213
Total lease liabilities (1,306) (1,516)
The Group recognised rent expense from short-term leases of GBP2m (2021:
GBP2m).
Extension and termination
options
Some leases of retail stores contain extension or termination options
exercisable by the Group up to one year before the end of the non-cancellable
contract period. Where practicable, the Group seeks to include extension
and termination options in new leases to provide operational flexibility.
The extension and termination options held are typically exercisable only
by the Group and not by the lessors.
The Group assesses at lease commencement whether it is reasonably certain
to exercise the extension or termination options. The Group reassesses
whether it is reasonably certain to exercise the options if there is a
significant event or significant change in circumstances within its control.
As at 31 December 2022, potential discounted future cash outflows of
GBP141m (2021: GBP150m) have not been included in the lease liability
because it is not reasonably certain that the Group will exercise the
extension option. Included within the lease liability are discounted future
cash outflows of GBP99m (2021: GBP107m) where the group holds termination
options, but it is not reasonably certain to execute those termination
options.
Sale and leaseback
During the year the Group completed sale and leaseback transactions on
some of its freehold buildings used within food retail and our funerals
business. Aggregate consideration of GBP6m (2021: GBP12m) was received,
a net lease liability of GBP1m (2021: GBP6m) was recognised and net book
value of GBP5m (2021: GBP3m) disposed creating a profit on disposal of
GBPnil (2021: GBP3m).
B. As a lessor
Lease income from lease contracts in which
the Group acts as a lessor is as below:
2022 2021
GBPm GBPm
Operating lease (i)
Lease income 9 10
Finance lease (ii)
Finance income on the net
investment in the lease 2 3
i. Operating lease
The Group leases out its investment properties. The Group classifies these
leases as operating leases, because they do not transfer substantially
all of the risks and rewards incidental to the ownership of the assets.
The following table sets out a maturity analysis of lease payments, showing
the undiscounted lease payments to be received after the reporting date.
2022 2021
GBPm GBPm
Less than one year 5 6
One to two years 4 5
Two to three years 4 4
Three to four years 3 4
Four to five years 3 3
More than five years 31 35
Total undiscounted lease payments
receivable 50 57
ii. Finance lease
The Group also subleases some of its non-occupied leased properties. The
Group classifies the sublease as a finance lease, where the period of
the sublease is for substantially the remaining term of the head lease.
The following table sets out a maturity analysis of lease receivables,
showing the undiscounted lease payments to be received after the reporting
date.
2022 2021
GBPm GBPm
Less than one year 11 12
One to two years 10 9
Two to three years 9 9
Three to four years 8 8
Four to five years 7 7
More than five years 24 23
Total undiscounted lease payments
receivable 69 68
Less: Unearned finance
income (17) (17)
Present value of minimum lease
payments receivable 52 51
Impairment loss allowance (9) (9)
Finance lease receivable (net of
impairment allowance) 43 42
2022 2021
GBPm GBPm
Current 9 12
Non-current 34 30
Finance lease receivable as per Consolidated balance
sheet 43 42
The average term of finance leases entered into is 13 years (2021: 10
years).
Impairment of finance
lease receivable
The Group estimates the loss allowance on finance lease receivables at
an amount equal to lifetime expected credit losses. The lifetime expected
credit losses are estimated based upon historical defaults on subleases,
the credit quality of current tenants and forward-looking factors.
Accounting policies
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of
the lease (i.e. the date the underlying asset is available for use). Right-of-use
assets are measured at cost, less any accumulated depreciation and impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Unless the Group
is reasonably certain to obtain ownership of the leased asset at the end
of the lease term, the recognised right-of-use assets are depreciated
on a straight-line basis over the shorter of its estimated useful life
and the lease term. Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed payments (including in-substance
fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised by the Group
and payments of penalties for terminating a lease, if the lease term reflects
the Group exercising the option to terminate. The variable lease payments
that do not depend on an index or a rate are recognised as expense in
the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the
incremental borrowing rate at the lease commencement date if the interest
rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion
of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in the in-substance fixed lease payments
or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term
leases of machinery and equipment (i.e., those leases that have a lease
term of 12 months or less from the commencement date and do not contain
a purchase option). It also applies the lease of low-value assets recognition
exemption to leases that are considered of low value (i.e. below GBP5,000).
Lease payments on short-term leases and leases of low-value assets are
recognised as expense on a straight-line basis over the lease term.
13 Goodwill and intangible assets
What does this show? Intangible assets have long-term value but no physical
presence, such as software or customer relationships. This note shows
how the amount we include on our balance sheet for these assets has changed
over the period.
For period ended 31 December 2022 Goodwill Computer Acquired Total
software customer
relationships
and other
intangibles
GBPm GBPm GBPm GBPm
Cost:
At 1 January 2022 1,245 346 43 1,634
Additions - 15 - 15
Disposal of petrol forecourts (see
Note 35) (107) - - (107)
Disposals (7) - - (7)
At 31 December 2022 1,131 361 43 1,535
Accumulated amortisation and impairment:
At 1 January 2022 383 138 38 559
Charge for the period - 27 - 27
Impairment 4 11 - 15
At 31 December 2022 387 176 38 601
Net book value:
At 31 December 2022 744 185 5 934
The impairment charge of GBP15m (2021: GBPnil) primarily relates to software
licenses in our Food business that we no longer intend to use.
For period ended 1 January 2022 Goodwill Computer Acquired Total
software customer
relationships
and other
intangibles
GBPm GBPm GBPm GBPm
Cost:
At 2 January 2021 1,277 316 43 1,636
Additions - 30 - 30
Transferred to Assets held for sale
(see Note 19) (3) - - (3)
Disposals (29) - - (29)
At 1 January 2022 1,245 346 43 1,634
Accumulated amortisation and impairment:
At 2 January 2021 384 110 37 531
Charge for the period - 28 1 29
Transferred to Assets held for sale
(see Note 19) - - - -
Disposals (1) - - (1)
Impairment - - - -
At 1 January 2022 383 138 38 559
Net book value:
At 1 January 2022 862 208 5 1,075
Goodwill
The components of goodwill
are as follows:
2022 2021
GBPm GBPm
Food 723 840
Other businesses 21 22
744 862
The goodwill within other businesses principally relates to the goodwill
recognised in the Funeral and Legal Services businesses.
Critical accounting estimates
and judgements
Goodwill impairment - sensitivity
testing
For the Food goodwill impairment review, the Food segment's future cash
flow projections have been taken from the board approved four-year plan,
taken into perpetuity and discounted to present value at a pre-tax rate
of 10.1% (2021: 7.3%). A long-term growth rate of 1.9% has been applied
beyond the four-year plan period (2021: 1.9%). In each of the current
and comparative years, sensitivity analysis has been performed on this
assumption, testing for a 1% increase in discount rate and a decrease
in revenue growth / cashflow to minus 1%; within both these sensitivities
the cash flows remain well in excess of the current carrying value. The
sensitivity analysis performed considers reasonably possible changes in
the discount rate and growth rate assumptions.
The Group is currently working to identify the physical risk to our business
and supply chains from the changing climate, along with the potential
impact of policy, technology and market changes as we transition to a
lower carbon future. This is a developing area with inherent uncertainty
which is constantly evolving. The work being undertaken will help inform
our overall response to the risks and opportunities that are identified
which will then be reflected in our financial models and plans as appropriate
and in line with the Group's integrated approach to a changing climate.
See our Vision update: Co-operating for a Fairer World for further discussion.
For the Funerals goodwill impairment review, average selling price increases
and wage and cost inflation have been applied in line with the assumptions
in the four-year plan. Although inherently uncertain this also includes
our best estimate of future death rates including the recent impact of
Covid-19. Cash flows have been projected based on the four-year plan and
into perpetuity from year four and discounted back to present value using
a pre-tax discount rate of 10.9% (2021: 8.8%). A long term growth rate
of 1.9% has been applied beyond the four-year plan period (2021: 1.9%).
Sensitivity analysis has been performed with the discount rate increased
by 1% and a decrease in revenue growth / cashflow to minus 1%, and under
these sensitivities no further material amounts of impairment are calculated.
The sensitivity analysis performed considers reasonably possible changes
in the discount rate and growth rate assumptions.
We continue to allocate goodwill to CGUs, which are determined as a local
network of independent branches (known as a Funeralcare Hub), however
in the year the allocation of branches to networks has been reorganised
to better align to how cashflows are monitored internally. An impairment
test was carried out prior to this reorganisation to ensure the change
did not result in a materially different impairment result under the new
and previous methods.
Accounting policies
Goodwill
Goodwill represents the difference between the cost of the acquisition
and the fair value of the identifiable assets, liabilities and contingent
liabilities acquired.
Assets and liabilities accepted under a transfer of engagements are
restated at fair value, including any adjustments necessary to comply
with the accounting policies of the Group.
Goodwill is stated at cost less any accumulated impairment losses.
Goodwill is allocated to cash-generating units and is not amortised
but is tested annually for impairment. In respect of associates, the
carrying value of goodwill is included in the carrying amount of the
investment in the associate. Where impairment is required, the amount
is recognised in the income statement and cannot be written back.
Negative goodwill arising on an acquisition is recognised directly
in the income statement.
Acquisition costs are expensed to the income statement when incurred.
Computer software
Computer software is stated at cost less accumulated amortisation
and impairment. Costs directly attributable to the development of
computer software for internal use are capitalised and classified
as intangible assets where they are not an integral part of the related
hardware and amortised over their useful life up to a maximum of seven
years. We have considered the impact of guidance issued in March 2021
by the IFRS Interpretations Committee, which clarified IAS 38 guidance
around what costs should and should not be capitalised specifically
in relation to Software as a Service ('SaaS') contracts and concluded
that our policy continues to be compliant with the standard.
Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised
only when it increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure is charged
to the income statement as incurred.
Amortisation
Amortisation is charged to the income statement on a straight-line
basis over the estimated useful lives of intangible assets. Goodwill
with an indefinite useful life is tested for impairment at each balance
sheet date. Other intangible assets are amortised from the date they
are available for use. The estimated useful lives are as follows:
-- Software development costs: 3 - 7 years
-- Other intangible assets: 1 - 10 years
Impairment
Goodwill is reviewed for impairment at least annually by assessing
the recoverable amount of each cash-generating unit, or group of cash-generating
units, to which the goodwill relates.
Food:
In the Food business, the CGUs to which goodwill has been allocated
and the level at which it is monitored is deemed to be the Food segment
as a whole as goodwill arising on acquisitions reflects synergies
(principally buying benefits) that benefit the whole business. Accordingly,
impairment testing for all store goodwill balances is carried out
using all the food stores as the group of CGUs.
Other businesses:
The majority of goodwill within other businesses is allocated to
the Funerals business.
In the Funerals business, a CGU to which goodwill has been allocated
is determined as a local network of interdependent branches, known
as a Funeralcare Hub.
Where an individual branch within a local network is to be closed,
the CGU attributable to that branch is redefined as being solely that
individual branch on the basis that the branch is no longer expected
to contribute to the business through cash generated through its operating
activities but instead through any proceeds on disposal.
14 Funeral plan investments
What does this show? Our Funerals business holds some investments
in relation to funeral plans. This note provides information on these
investments and how they are accounted for.
Funeral plan investments as per the balance
sheet: 2022 2021
GBPm GBPm
Current - -
Non-current 1,369 1,372
Funeral plan investments 1,369 1,372
Funeral plan investments held by the Group are
as follows: 2022 2021
GBPm GBPm
Fair value through the income statement:
Funeral plan investments (see
below) 1,369 1,372
Total Funeral plan investments 1,369 1,372
Funeral plan investments: 2022 2021
GBPm GBPm
At start of period 1,372 1,331
Net plan investments (including ongoing
instalments) 76 92
Plans redeemed (91) (96)
Plans cancelled (17) (9)
Unrealised fair value movement on funeral
plan investments (Note 6) 29 54
At end of period 1,369 1,372
See Note 29 for further detail on the accounting policy for funeral
plans.
The funeral plan investments are financial assets which are recorded
at fair value each period using valuations provided to Co-op by the
policy provider. The plan values reflect the amount the policy provider
would pay out on redemption of the policy at the valuation date with
the main driver being underlying investment performance. The investment
strategy is targeted to deliver appropriate returns on the plan investments
over the medium term to match expected inflationary increases in the
cost to deliver a funeral. Assets include UK and overseas equities,
gilts, corporate bonds, property and cash.
Funeral plan actuarial position
as at 30 September 2022:
The Group holds investments on the balance sheet in respect of funeral
plan policies which are predominantly invested in individual whole-of-life
insurance policies and, to a much smaller extent, independent trusts
(<5% of total). The investments are subject to an annual actuarial
valuation. This gives an assessment as to the headroom of the underlying
funeral plan investments over an estimated present value (on a wholesale
basis) of delivering the funerals on a portfolio basis. The most recent
valuation was performed as at 30 September 2022 and the headroom achieved
on a portfolio basis is shown in the table below before allowance
for taxation.
Funeral Plan Investments Actuarial 30th September 30th September
Valuation (pre tax) 2022 2021
GBPm GBPm
Total Assets 1,258 1,397
Liabilities:
Present value (wholesale
basis) 787 1,102
Total Liabilities (pre
tax) 787 1,102
Headroom (pre-tax) 471 295
Headroom as a % of liabilities
(pre-tax) 60% 27%
Broadly, a significant increase in expected investment returns (used
to derive the discount rate) has reduced future liabilities this year.
This has only partly been offset by reduced asset valuations, so increasing
the surplus overall. The group continues to manage funeral plans for
the medium to long term given, in the normal course of business, this
is when the majority of the liability will crystallise. We estimate
that the pre-tax "wholesale" cost actuarial valuation surplus (used
under IAS 37) at 31 December 2022 would be approximately GBP517m,
an increase of GBP46m over the 30 September 2022 position reflecting
modest favourable changes in assumptions including increased asset
values and decreased expected inflation.
Key assumption 30th September 30th September
2022 2021
Average total wholesale costs per plan
funeral GBP2,704 GBP2,652
Average future cost
inflation 3.4% 3.9%
Average discount rate (before tax and after
allowance for investment management costs) 4.7% 2.3%
Sensitivities
The actuarial report is a best estimate and is neither deliberately
optimistic nor pessimistic. It is prepared by independent actuaries
based on management assumptions such as future funeral and disbursement
inflation. The headroom percentage is expressing the surplus as a
percentage of total liabilities. Each 0.5% (50 basis points) increase
in the inflation assumption would reduce the surplus by approximately
GBP53m (2021: GBP94m). Each 0.5% (50 basis points) reduction in the
discount rate would reduce the surplus by approximately GBP34m (2021:
GBP70m). Both of these sensitivities include allowance for assets
held that would move in line with liabilities.
Under the revised IAS 37 approach the actuarial cost to be used in
the assessment of onerous liabilities should be the lower of the wholesale
cost and the internal cost per redemption calculated under the standard
(and on this basis the "wholesale" cost has been used). The wholesale
actuarial valuation is based upon the Group's estimate of the direct
cost for a third party funeral director to perform the promised services
and the payment of associated disbursements (crematoria, clergy fees
etc) as if the Group were not in a position to carry out these funerals.
The future Group administrative costs of maintaining the current funeral
plans are allowed for, but no allowance is made for any incremental
overheads of the third party because it's assumed that the provider
could absorb these funerals into their existing infrastructures. These
costs do not represent the expected internal cost of fulfilling the
funeral and allowing for these costs in the valuation may materially
affect the results.
Accounting policies
See Note 29 Financial Instruments for the accounting policies relating
to funeral plans.
15 Deferred taxation
What does this show? Our tax charge is made up of current and deferred
tax as explained in note 8. We show a net asset or net liability in
the balance sheet to reflect our deferred tax. This note shows how
those items are calculated and how they affect the income statement.
Additional explanatory footnotes are included to explain the key items.
Deferred income taxes are calculated on all temporary differences under
the liability method using an effective tax rate of 25.0% (2021: 19.0%).
Temporary differences arise because sometimes accounting and tax requirements
mean that transactions are treated as happening at a different time
for accounting purposes than they are for tax purposes.
Net deferred tax in the balance sheet comprises: 2022 2021
GBPm GBPm
Deferred tax asset - continuing operations 400 429
Deferred tax liability - continuing operations (556) (743)
Net deferred tax liability (156) (314)
Comprised of: Footnote:
Other temporary differences (i) (6) 1
Retirement benefit obligations (ii) (395) (565)
Capital allowances on fixed assets (iii) 314 327
Unrealised gains on investment properties, rolled-over
gains and historic business combinations (iv) (138) (155)
Tax losses (v) 22 23
IFRS 16 transition adjustment taken through
Opening Reserves (vi) 47 55
(156) (314)
The movements in the net deferred tax liability 2022 2021
during the period are set out below:
GBPm GBPm
At beginning of the period (314) (161)
Income statement (charge) / credit:
Group (see Note 8) (vii) (17) (24)
Additions / disposals (2) 1
Charged to equity:
Retirement benefit obligations (see Note
8) (ii) 183 (128)
Investment property revaluation movement - (2)
Items taken directly to Retained earnings:
Adjustment to historic funeral plan liabilities
(See Notes 8 and 23) (6) -
At end of the period (continuing operations) (156) (314)
Following the Budget on 3 March 2021, the Chancellor announced the enacted
corporation tax rate of 19% would increase to 25% with effect from 1
April 2023. To the extent the above deferred tax assets and liabilities
are expected to crystalise after this date they should be valued using
25% rather the current corporation tax rate of 19%. The bulk the deferred
tax assets and liabilities, as shown in Note 15, are expected to crystalise
over a much longer time frame, being mainly the retirement benefit obligations,
capital allowances on fixed assets and unrealised gains on investment
properties, rolled-over gains and historic business combinations. An
assessment of the amount of deferred tax assets and liabilities that
are expected to crystalise prior to 1 April 2023 is considered to be
immaterial when compared to total net deferred tax liability, being
less than 1% of the total amount. Due to this assessment being based
on projected forecasts and the potential uncertainties inherent in using
these, utilising a flat rate of 25% is seen as a fair approximate and
has been used to determine the actual net deferred tax liabilities.
The impact in 2022 of recognising the net deferred tax movements at
25% rather than 19% has meant the equity credit is increased by GBP44m,
the tax charge through the income statement is increased by GBP4m and
the tax charge in respect of amounts taken straight to Retained earnings
is increased by GBP1m.
Footnotes:
i) This amount includes deferred tax liabilities that arose on the acquisition
of Nisa Retail Limited in 2018 and the adoption of IFRS 9, also in 2018.
These are partially offset by a deferred tax asset in respect of provisions.
Expenses that have not yet been incurred are able to be recorded in
the accounts as provisions. However, of these certain expenses don't
receive tax relief until they have been paid for and so the related
tax relief is delayed to a future period. During 2022 the amount of
expense provisions deferred for tax purposes reduced meaning a larger
net liability is shown.
ii) This amount represents the theoretical future tax cost to the Group
in respect of the current pension scheme surplus. The overall decrease
in 2022 was GBP170m. This is due to the movement in the total schemes'
surpluses during the year.
iii) A deferred tax asset arises on capital allowances where the tax
value of assets is higher than the accounts value of the same fixed
assets. The reason the Group has a higher tax value for these fixed
assets is due to the fact the Group has not made a claim to its maximum
entitlement to capital allowances since 2013 due to reduced levels of
trading profits in the intervening years. However, impairment, disposals
and depreciation have continued to reduce the accounts value for our
assets. The Group expects to use these allowances to reduce future trading
profits. The GBP13m decrease in the asset over the year is due mainly
to the increased use of capital allowances.
iv) This amount represents the theoretical amount of tax that would
be payable by the Group on (a) the sale of all investment properties,
(b) the sale of properties that have been restated at their fair value
on historic mergers and transfers of engagements and (c) the sale of
any property that has had an historic capital gain 'rolled into' its
base cost (which is an election available by statute designed to encourage
businesses to reinvest proceeds from the sale of trading properties
into new trading properties and ventures). The GBP17m decrease in the
liability over the year is mainly due to disposal of properties under
class (c) above.
v) The Group has incurred trading losses and interest losses that were
in excess of taxable profits in the past. These losses can be used to
reduce future trading profits and capital gains which are included in
future tax forecasts for the Group. The restriction on the amount of
losses that can be used in any one year post 1 April 2017, being GBP5m
plus 50% of any surplus taxable profits above this amount, is not expected
to limit the use of these losses other than extend the time over which
they will be claimed.
The decrease in asset of GBP1m is in respect of amounts offset against
taxable profits this year.
vi) Deferred tax that arose on the adoption of IFRS 16 in 2019 will
unwind over a number of years and reduce taxable profits in those future
years. The decrease in asset of GBP8m is mainly in respect of the unwind
during the year.
vii) This movement is made up of a net GBP11m current year utilisation
of temporary differences, GBP2m prior year adjustments and GBP4m impact
from rate change, see Note 8 for more detail.
Accounting policies
Deferred tax is provided for, with no discounting, using the balance
sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following temporary
differences are not provided for: the initial recognition of assets
or liabilities that affect neither accounting nor taxable profits, and
differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future. The amount
of deferred tax provided is based on the expected manner of realisation
or settlement of the carrying amount of assets and liabilities, using
tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available to use the asset against.
Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
16 Inventories
What does this show? This note shows the stock we hold at the period
end. This is mainly the goods we're planning to sell, held either at
Food stores or distribution centres. We also hold stocks of store consumables
(such as plastic bags) as well as work in progress relating to funeral
caskets.
Inventories include 2022 2021
the following:
GBPm GBPm
Raw materials, consumables
and work in progress 4 4
Finished goods and
goods for resale 429 484
433 488
The period end inventory provision is GBP44m (2021: GBP29m) and a net
charge of GBP15m (2021: GBP6m) has been made within operating expenses
in the income statement. Inventory held at fair value less cost to sell
is not material in either period. There was no inventory pledged as
security for liabilities in the current or prior period.
Accounting policies
Inventories are stated at the lower of cost, including attributable
overheads, and net realisable value.
17 Trade and other receivables
What does this show? This note shows amounts we are owed and amounts
we have paid in advance for services which will be received over a period
of time. It also shows a reduction to reflect amounts we think may not
be repaid. They are split between current items (which will be settled
within one year) and non-current items (which will be settled after
more than one year).
2022 2021
GBPm GBPm
Non-current 171 214
Current 637 551
808 765
2022 2021
GBPm GBPm
Trade receivables 371 309
Prepayments 28 25
Accrued income 132 128
Other receivables 288 313
819 775
Allowance for expected
credit losses (11) (10)
808 765
Trade receivables are non-interest bearing and the Group's standard
payment terms are between 7 and 60 days.
Non-current debt includes GBP166m (2021: GBP199m) that relates to pre-paid
funeral plan instalments where customers have been invoiced before the
funeral has occurred. GBP38m (2021: GBP37m) of current debt also relates
to pre-paid funeral plan instalments which are GBP204m (2021: GBP236m)
in total. Non-current debt also includes GBP5m (2021: GBP15m) of deferred
consideration receivable in respect of the agreement with Markerstudy
to provide marketing and distribution services for motor and insurance
products with an additional GBP10m (2021: GBP10m) included in current.
These balances are all included within Other receivables.
Within trade receivables is GBP60m (2021: GBP52m) of supplier income
that is due from Food and Wholesale suppliers. Accrued income includes
GBP116m (2021: GBP116m) in relation to supplier income that has been
recognised but not yet billed. As at 5th April 2023, GBP45m (2021: GBP45m)
of the trade receivables balance had been invoiced and settled and GBP102m
(2021: GBP112m) of the accrued income balance has been invoiced and
settled.
The table below shows the movement in the allowance for expected credit
losses for trade and other receivables:
2022 2021
GBPm GBPm
Opening allowance for expected
credit losses 10 12
Charge to the income statement 12 7
Credit to the income statement (11) (9)
Closing allowance for expected
credit losses 11 10
The Group has applied the expected losses model as defined under IFRS
9 (Financial Instruments) which focuses on the risk that a trade receivable
will default rather than whether a loss has been incurred. The Group
has applied a simplified approach as allowed under IFRS 9 to use a provision
matrix for calculating expected losses for trade receivables. More information
on credit risk and the use of a provision matrix is provided in Note
29 which outlines our approach to financial risk management.
Accounting policies
Refer to Note 29 Financial Instruments for the accounting policies
relating to trade receivables and allowances for expected credit losses.
18 Contract assets
What does this show? This note shows the costs we've incurred in setting
up funeral plans (fulfilment costs). We hold these on the balance sheet
as contract assets until the funerals have been performed and we're
entitled to receive payment, then we transfer them to the income statement
in line with when the revenue is recognised.
2022 2021
GBPm GBPm
Current 5 5
Non-current 40 43
Total 45 48
2022 2021
GBPm GBPm
Opening contract assets 48 66
Fulfilment costs - incurred
on new funeral plan sales 2 12
Fulfilment costs - transferred to contract
liabilities in respect of membership discount* - (24)
Fulfilment costs - transferred to the
income statement on funeral plan redemptions (1) (3)
Fulfilment costs - transferred to the
income statement on funeral plan cancellations (4) (3)
Closing contract assets 45 48
*In the prior year we reassessed the treatment of discounts given to
members on inception of a plan and reclassified them as a reduction
against the contract liability (Note 23) whereas previously they were
held as contract assets in the table above.
No provision for expected credit losses has been recognised against
contract assets in either the current or prior year.
Accounting policies
A contract asset is recognised when our right to consideration is conditional
on something other than the passage of time. For funeral plans, fulfilment
costs (which are costs relating directly to the plan sale which otherwise
wouldn't have been incurred) associated with delivering the funeral
are deferred and shown in the consolidated balance sheet as a contract
asset until the funeral is performed (at which point the costs are recognised
in the income statement in line with when the revenue is recognised).
19 Assets and liabilities held for sale
What does this show? This shows the value of any assets or liabilities
that we hold for sale at the period end (these generally relate to properties
or businesses that we plan to sell soon). When this is the case, our
balance sheet shows those assets and liabilities separately as held
for sale.
2022 2021 2022 2021
Assets and liabilities classified
as held for sale GBPm GBPm GBPm GBPm
Assets held Liabilities held
for sale for sale
Goodwill and Intangible
assets - 3 - -
Right-of-use assets
(leases) - 1 - -
Lease liabilities - - - (2)
Property, plant and
equipment - 3 - -
- 7 - (2)
Accounting policies
Non-current assets (or disposal groups comprising assets and liabilities)
that are expected to be recovered primarily through sale rather than
through continuing use are classified as held for sale. Immediately
before classification as held for sale, the assets (or components of
a disposal group) are remeasured in accordance with the Group's accounting
policies. After that, generally the assets (or disposal group) are measured
at the lower of their carrying amount and fair value less cost to sell.
Any impairment loss on a disposal group is first allocated to goodwill,
and then to remaining assets and liabilities on a pro rata basis, except
that no loss is allocated to inventories, financial assets, deferred
tax assets, employee benefit assets, investment property and biological
assets, which continue to be measured in accordance with the Group's
accounting policies. Impairment losses on initial classification as
held for sale and subsequent gains or losses on remeasurement are recognised
in the income statement. Gains are not recognised in excess of any cumulative
impairment loss. See also accounting policy in Note 9 (Loss on discontinued
operation, net of tax).
20 Cash and cash equivalents
What does this show? The tables below show a breakdown of the cash
and cash equivalent balances that the Group holds at the balance sheet
date and the accounting policies explains what is and what isn't classified
as cash and cash equivalents.
2022 2021
Cash and cash equivalents GBPm GBPm
Cash in hand 63 59
Cash at banks 384 1
Cash and cash equivalents 447 60
Cash and cash equivalents
(as above) 447 60
Bank overdrafts - (4)
Net cash and cash
equivalents 447 56
The Group has a right of set-off as part of a pooling arrangement with
its principal bank and the bank overdraft figure above reflects the
net position across those accounts.
The Cash at banks (prior year Bank overdrafts) figures include amounts
receivable from customers or banks for debit or credit card payment
transactions made by customers of GBP39m (2021: GBP38m) in the two days
before year-end which don't clear the bank (and show on our bank statement)
until the first working day of the new year.*
Cash at banks (2021: Bank overdrafts) includes GBP3m (2021: GBP6m) of
non-distributable cash held on behalf of customers in the process of
purchasing funeral plans.
Accounting policies
Cash and cash equivalents in the consolidated balance sheet comprise
cash in hand, cash in transit and cash at bank and short-term deposits
with banks with a maturity of three months or less, which are subject
to an insignificant risk of changes in value. Cash and cash equivalents
include debit and credit card payments made by customers which are receivable
from banks and clear the bank within three days of the transaction date.
In the statement of consolidated cash flows, cash and cash equivalents
includes bank overdrafts as they are repayable on demand and deemed
to form an integral part of the Group's cash management.
Amounts held in trustee-administered bank accounts of the Group of
GBP27m (2021: GBP25m), which can only be utilised to meet liabilities
in respect of funeral plans, are classed as Funeral plan investments
(see Note 14) and not Cash and cash equivalents.
* At its meeting on 15 September 2021, the IFRS Interpretations Committee
(IFRS IC) reached a tentative agenda decision (TAD) on a submission
concerning Cash received via Electronic Transfer as Settlement for a
Financial Asset (IFRS 9 Financial Instruments). The TAD looks at the
timing of when it is appropriate to recognise a financial asset (the
cash) in relation to EFT transactions that are not received in the bank
until a few days later (although the TAD was not explicitly covering
credit and debit card transactions). Subsequently, in June 2022 the
IFRS IC voted to finalise the agenda decision and not to recommend that
the IASB undertake standard-setting in this area as they remain of the
view that the principles and requirements in IFRS 9 provide an adequate
basis for an entity to determine when to derecognise a trade receivable
and recognise cash received via an electronic transfer system as settlement
for that receivable.
However, the IFRS IC acknowledged and reported back some practical
concerns with that approach to the IASB accompanying its technical analysis.
In light of this at its September 2022 meeting, the IASB decided to
explore narrow-scope standard-setting instead of approving the agenda
decision. As the IASB have not yet concluded on this matter the Group
continue to treat amounts received via credit or debit card as cash
at the point the transaction is enacted in store and the goods are sold
to the customer (rather than initially recognising them as amounts due
from customers).
Section C - what are our major liabilities?
This section of the accounts (notes 21 - 24) outlines the key liabilities
that we have at the balance sheet date.
21 Interest-bearing loans and borrowings
What does this show? This note provides information about the terms
of our interest-bearing loans. This includes information about their
value, interest rate and repayment terms and timings. Details are also
given about other borrowings and funding arrangements such as corporate
investor shares and leases. All items are split between those that are
due to be repaid within one year (current) and those which won't fall
due until after more than one year (non-current).
Non-current liabilities: 2022 2021
GBPm GBPm
GBP105m 7.5% Eurobond Notes due 2026
(fair value) 95 123
GBP245m 7.5% Eurobond Notes due 2026
(amortised cost) 255 258
GBP300m 5.125% Sustainability Bond due
2024 (amortised cost) 299 299
GBP109m 11% Final repayment subordinated
notes due 2025 109 109
GBP20m 11% Instalment repayment notes
(final payment 2025) 5 7
Total (excluding lease liabilities) 763 796
Lease liabilities 1,124 1,306
Total Group interest-bearing loans and
borrowings 1,887 2,102
Current liabilities: 2022 2021
GBPm GBPm
GBP245m 7.5% Eurobond Notes due 2026 (amortised
cost) - interest accrued 9 9
GBP300m 5.125% Sustainability Bond due
2024 (amortised cost) - interest accrued 2 2
GBP20m 11% Instalment repayment notes
(final payment 2025) 2 2
GBP400m revolving credit facility
(RCF) - 163
Other borrowings 1 -
Corporate investor shares 3 4
Total (excluding lease liabilities) 17 180
Lease liabilities 182 210
Total Group interest-bearing loans and
borrowings 199 390
See Note 29 for more information about the Group's exposure to interest
rate and foreign currency risk, and a breakdown of the Group's borrowings
by the three-level fair value hierarchy (which reflects different valuation
techniques) as defined within IFRS 13 (Fair Value Measurement).
Reconciliation of movement
in net debt
Net debt is a measure that shows the amount we owe to banks and other
external financial institutions less the cash that we have and any short-term
deposits. Some of our Eurobond borrowings are held as financial liabilities
at fair value through the income statement. The fair value movement
on these liabilities is shown under non-cash movements in the tables
below.
For period ended 31 December Start Non cash movements Cash flow End of
2022 of period period
New leases Other
GBPm GBPm GBPm GBPm GBPm
Interest-bearing loans
and borrowings:
- current (180) - - 163 (17)
- non-current (796) - 31 2 (763)
Lease liabilities
- current (210) (17) (161) 206 (182)
- non-current (1,306) (103) 285 - (1,124)
Total Debt (2,492) (120) 155 371 (2,086)
Group cash:
- cash & overdrafts 56 - - 391 447
Group Net
Debt (2,436) (120) 155 762 (1,639)
For period ended 1 January Start Non cash movements Cash flow End of
2022 of period period
New leases Other
GBPm GBPm GBPm GBPm GBPm
Interest-bearing loans
and borrowings:
- current (16) - - (164) (180)
- non-current (803) - 5 2 (796)
Lease liabilities
- current (191) (34) (198) 213 (210)
- non-current (1,234) (210) 138 - (1,306)
Total Debt (2,244) (244) (55) 51 (2,492)
Group cash:
- cash & overdrafts 269 - - (213) 56
Group Net
Debt (1,975) (244) (55) (162) (2,436)
Details of the Group's bank facilities are shown in Note 29.
Terms and repayment schedule
The Group has two bonds in issue. A GBP300m Sustainability Bond issued
in May 2019, and repayable in May 2024 and with an interest rate of
5.125%. The bond proceeds were fully allocated against the cost of purchasing
Fairtrade products for resale by the end of 2020. On the 1st March 2023
the Group repurchased GBP100m of the bond (see Note 34 (Events after
the reporting period)).
The other bond is a GBP350m Bond issued in May 2011, and repayable in
May 2026; it has an interest rate of 7.5%. This bond has been paying
an additional 1.25% coupon since 8 July 2013 following the downgrade
of the Group's credit rating to sub-investment grade. On maturity this
bond will be repaid at par.
The Group also has two subordinated debt instruments in issue: GBP109m
11% final repayments notes due December 2025 and GBP20m 11% instalment
repayment notes, with final repayment in December 2025. As at 31 December
2022 the GBP109m 11% final repayments notes had an outstanding value
of GBP109m. The GBP20m 11% instalment repayment notes had an outstanding
value of GBP7m.
The Group has a GBP400m revolving credit facility (RCF) which matures
in September 2024.
Further details of the Group's remaining banking facilities are given
in Note 29.
Corporate investor
shares
Corporate investor shares represent borrowings the Group has with other
co-operative societies. The borrowings are split into Variable Corporate
Investor Shares (VCIS) and Fixed Corporate Investor Shares (FCIS). The
VCIS are repayable on demand and the FCIS are fixed term borrowings.
Accounting policies
The Group measures its interest-bearing loans and borrowings in two
main ways:
1) Fair value through the income statement. Debt is restated as its
fair value each period with the fair value movement going through the
income statement. The hedged portion of the Eurobond quoted debt is
accounted for in this way. This is because the Group has used interest
rate swaps to hedge the impact of movements in the interest rate and
the movement in the fair value of the quoted debt is partially offset
by the fair value movement in the interest rate swaps (notes 6, 7 and
30). The unhedged portion of the Eurobond quoted debt is accounted for
at amortised cost in accordance with IFRS 9. This approach applies to
those borrowings taken out prior to the adoption of IFRS 9 in 2018.
Any subsequent borrowings are measured at amortised cost as noted below.
2) Amortised cost. Borrowings are recognised initially at fair value,
which equates to issue proceeds net of transaction costs incurred. Borrowings
are subsequently stated at amortised cost. Any difference between proceeds
net of transaction costs and the redemption value is recognised in the
income statement over the period of the borrowings using the effective
interest rate method. The effective interest rate is calculated when
borrowings are first taken out and is the rate that exactly discounts
the estimated future cash payments associated with the borrowings to
the value when they are initially recognised.
For more general information on accounting policies on financial instruments,
refer to Note 29.
22 Trade and other payables
What does this show? This note shows how much we owe, and includes
amounts we owe to suppliers for goods and services we've bought, as
well as taxes we owe and other sundry liabilities.
2022 2021
GBPm GBPm
Current 1,403 1,472
Non-current 31 44
1,434 1,516
2022 2021
GBPm GBPm
Trade payables 967 1,013
Value Added Tax, PAYE and
social security 14 16
Accruals 300 317
Deferred income 53 66
Deferred consideration - 6
Other payables 100 98
1,434 1,516
Further details on the maturity profile of trade and other payables
can be found in Note 28.
Deferred income includes GBP39m (2021: GBP55m) in relation to the 13
year marketing and distribution arrangement entered into with Markerstudy
following the sale of our Insurance underwriting business (CISGIL).
Accruals includes capital expenditure accruals of GBP25m (2021: GBP52m),
payroll accruals of GBP103m (2021: GBP110m) as well as standard cost
accruals of GBP172m (2021: GBP155m).
Deferred consideration includes GBPnil (2021: GBP6m) in respect of the
Nisa acquisition and is contingent on the level of trade that passes
through Nisa.
Other payables also include GBP32m (2021: GBP30m) of rewards earned
through our membership offer that have either not been redeemed by members
or have not yet been paid out to local causes. During the year a GBP1m
charge (2021: GBP1m charge) of member reward earned has been charged
/ written back to the income statement in line with a prudent assessment
of the likelihood that members won't redeem their rewards.
The Group operates a supplier financing arrangement with Prime Revenue,
under which suppliers can obtain accelerated settlement on invoices
from the finance providers signed up to the programme. The Group settles
these amounts in accordance with each supplier's agreed payment terms.
The Group's trade creditors balance includes GBP40m (2021: GBP33m) relating
to payments due to Co-op suppliers under these arrangements. During
the year ended 31 December 2022, the maximum facility was GBP110m (2021:
GBP120m).
Accounting policies
Refer to Note 29 Financial instruments for the accounting policies
relating to trade payables.
23 Contract liabilities
What does this show? When a customer buys a funeral plan from us we
invest the money they give us and we recognise that we have an obligation
to provide a funeral in the future. We include a liability on our balance
sheet for this and we recognise an effective interest charge on the
monies received from a customer in each year until the plan is redeemed
at which point the revenue is recognised as the total of the monies
received from the customer and the interest charged. This note shows
these liabilities and how they have changed during the period. Further
detail on our accounting policy for funeral plans is given in Note 29.
2022 2021
GBPm GBPm
Contract liabilities - Funeral
plans 1,723 1,778
Current 183 164
Non-current 1,540 1,614
1,723 1,778
Contract liabilities - Funeral plans comprise GBP1,392m (2021: GBP1,366m)
relating to fully paid plans, GBP200m (2021: GBP253m) on instalment
plans and GBP131m (2021: GBP159m) of deferred income. Included in the
balances above are Low Cost Instalment Funeral Plans (LCIP) of GBP328m
(2021: GBP348m). This relates to 62,948 live plans (2021: 65,754 live
plans). Refer to Note 29 for further details of the accounting policies
for funeral plans, contract liabilities and LCIPs.
Contract Liabilities: 2022 2021**
GBPm GBPm
Opening contract liabilities 1,778 1,737
Adjustment to historic funeral plan (23) -
liabilities*
New plan additions 72 221
Interest accruing on funeral plan liabilities 54 61
Transferred from Contract assets in respect
of membership discount (see Note 18) - (24)
Plans cancelled or redeemed outside
of the Group (48) (105)
Recognised as revenue in the period (110) (112)
Closing contract liabilities 1,723 1,778
*A historic adjustment of GBP23m has been taken directly to retained
earnings to more accurately reflect the contract liability balance recognised
on initial transition to IFRS 15 (see also the Consolidated Statement
of Changes in Equity). The adjustment is not material for restatement
in the context of the overall contract liability balance.
**The line-item categorisation has been represented in the comparative
period to better reflect the movements in the prior year. There is no
change to the overall liability value.
24 Provisions
What does this show? We recognise a provision when a liability has
been incurred but there is some uncertainty about when the liability
will be settled or how much it may cost us. This note provides an analysis
of our provisions by type, and shows how the value of each provision
has changed during the period.
2022 2021
GBPm GBPm
Non-current 59 74
Current 34 52
93 126
Uninsured Property Restructuring Regulatory Total
2022 claims provisions & integration / other
GBPm GBPm GBPm GBPm GBPm
At beginning of
the period 37 72 3 14 126
Credit / release
to income statement (1) (37) (3) (1) (42)
Charge to income
statement 19 8 - 3 30
Payments (17) (2) - (2) (21)
At end of
the period 38 41 - 14 93
Uninsured Property Restructuring Regulatory Total
2021 claims provisions & integration / other
GBPm GBPm GBPm GBPm GBPm
At beginning of
the period 40 67 7 17 131
Credit to income
statement (6) (12) (2) (4) (24)
Charge to income
statement 24 27 19 3 73
Payments (21) (9) (21) (2) (53)
Transfer to
payables - (1) - - (1)
At end of
the period 37 72 3 14 126
Critical accounting estimates and judgements
Uninsured claims
This provision relates to potential liabilities arising from past events
which are not covered by insurance. It includes a wide variety of known
claims and potential claims from accidents in our depots and stores.
The provision includes an assessment, based on historical experience,
of claims incurred but not reported at the period end. The claims are
expected to be settled substantially over the next three years.
Property provisions
Property provisions are held for onerous contractual obligations for
leasehold properties that are vacant or not planned to be used for ongoing
operations. The provisions represent the least net cost of exiting from
the contracts. Provisions include an assessment of dilapidation and
return of lease obligations, and other service costs that are explicitly
excluded from the measurement of lease liabilities in accordance with
IFRS 16. The Group considers that where it has entitlement to possession
of a property, even if vacant, it retains a statutory obligation to
pay the related business rates that have been determined to be levies
as defined in IFRIC 21. Accordingly, the estimate of the least net costs
of exiting from the contracts excludes future business rates which instead
under IFRIC 21 are recognised when the event that triggers the payment
of the levy arises (as a periodic cost). Property provisions are expected
to be utilised over the remaining periods of the leases which range
from 1 to 97 years. In each of the current and comparative years, sensitivity
analysis has been performed in relation to the provision, testing for
a 2% increase in inflation related to costs expected to be incurred;
this sensitivity does not lead to a material additional provision being
calculated. The sensitivity analysis performed considers reasonably
possible changes in the inflation assumption.
Restructuring and integration
The remaining provisions are expected to be utilised within one year.
Regulatory / other
This provision relates to costs from a number of past events that are
expected to be incurred within the next one to three years. Typically,
these cover potential legal or regulatory claims.
Accounting policies
A provision is recognised in the balance sheet when the Group has a
legal or constructive obligation as a result of a past event, and it
is probable that an outflow of economic benefits will be required to
settle the obligation. If the effect is material, provisions are determined
by discounting the expected future cash flows at a discount rate that
reflects current market assessments of the time value of money and,
where appropriate, the risks specific to the liability.
Section D - other notes to the accounts
This section (notes 25 - 34) contains additional notes to the accounts.
25 Members' share capital and reserves
What does this show? This note shows the amounts our members have paid
to become owners of the business and provides information on their rights
as shareholders. It also shows our reserves which, together with our
share capital, form the total capital resources of the business.
2022 2021
GBPm GBPm
Individual shares
of GBP1 each 66 65
Corporate shares
of GBP5 each 9 9
Share capital 75 74
Other reserves 6 6
Retained earnings 2,637 2,859
Total Retained earnings and
Other reserves 2,643 2,865
Total Capital resources 2,718 2,939
Members' share capital (Issued and paid-up value)
Members' share capital is made up of corporate and individual shares.
The rights attached to shares are set out in the Society's rules. Shares
held by Independent Society Members (corporate shares) are not withdrawable
and are transferable only between Independent Society Members with the
consent of the Society's Board. Shares held by individual members (individual
shares) are withdrawable on such period of notice as the Society's Board
may from time to time specify. IFRIC 2 (Members' Shares in Co-operative
Entities and Similar Instruments) determines the features that allow
shares to be classified as equity capital. As the Board has an unconditional
right to refuse redemption of both classes of shares, both corporate
and individual shares are treated as equity shares.
Both classes of share maintain a fixed nominal value with corporate
shares attracting a limited rate of interest. Under the Society's current
rules, voting for Independent Society Members is in proportion to trade
with the Society, with Independent Society Members totalling 21.9% (2021:
21.9%) of the vote at the Annual General Meeting. Each individual member
has one vote with individual members totalling 78.1% (2021: 78.1%) of
the vote at the Annual General Meeting.
For individual shares, new members are required to contribute a minimum
of GBP1 when they join the Society. Each member has 1 individual share
although contributions of up to GBP100,000 per member are allowed. No
interest is earned on member capital. Members can withdraw money from
their share account upon request (to a minimum of GBP1) or they can
withdraw their GBP1 when they leave the Society. Share capital increased
by GBP0.5m in the period being the net of new member contributions of
GBP0.6m and withdrawals of GBP0.1m. There are 17.5m individual member
records on the share register.
Other reserves (2022) Revaluation Total
Reserve GBPm
GBPm
Balance at 1 January
2022 6 6
Balance at 31 December
2022 6 6
Other Reserves Revaluation Total
(2021) Reserve GBPm
GBPm
Balance at 2 January
2021 1 1
Gain on revaluation of right-of-use assets prior to
transfer to investment property* 5 5
Balance at 1 January
2022 6 6
Revaluation reserve - property, plant and equipment
This reserve relates to the surplus created following the revaluation
of certain assets in previous periods. Any surplus relating to a revalued
asset is transferred to retained earnings at the point the asset is
disposed of.
* During the prior year, we reviewed how we identify Investment properties
and reclassified GBP28m from Right-of-use assets (Note 12) to Investment
properties (see Note 26). Prior to the transfer from right-of-use-assets
a GBP5m uplift to fair value was recorded through other comprehensive
income.
Investments held at fair value through other comprehensive
income (FVOCI)
We sold our Insurance underwriting business (CISGIL) on 3 December 2020.
Prior to disposal CISGIL held certain debt securities as investments
at fair value through other comprehensive income. Subsequent valuation
was at fair value with differences between fair value and carrying value
recognised in other comprehensive income as they arise. The balance
of this reserve has been disposed of as part of the sale of CISGIL and
the Group no longer holds any investments at FVOCI.
Distribution of reserves in the event of a winding-up
The Society's rules state that any surplus in the event of a winding-up
shall be transferred to one or more societies registered under the Co-operative
and Communities Benefit Act 2014. Such societies must be a member of
Co-operatives UK Limited and have the same or similar rule provisions
in relation to surplus distribution on a dissolution or winding-up as
we have. If not transferred to another society in this way, the surplus
shall be paid or transferred to Co-operatives UK Limited to be used
and applied in accordance with co-operative principles.
Capital management
The Group defines capital as its share capital and reserves. The Group's
policy is to maintain a strong base and to be more prudent than industry
'normal' levels as it is not able to raise equity externally. The Group
still recognises the need to maintain a balance between the potential
higher returns that might be achieved with greater borrowing levels
and the advantages and security coming from a sound capital position.
The Group manages capital to make sure we have the right balance between
investing in the future growth of the Group and making member and community
payments. Following the launch of the membership offer in 2016, the
Group has made payments to members and communities of GBP38m in 2022
(2021: GBP40m). See Note 33 for more details. It has also invested in
future growth through cash capital expenditure additions of GBP147m
(2021: GBP325m) and still kept within its net debt limits. Total member
funds decreased during the period by GBP221m (2021: increased GBP270m).
26 Investment properties
What does this show? We own properties that we don't occupy or trade
from and which we rent out to generate income or hold for capital growth.
These properties are revalued at each period end and this note shows
how that valuation has changed during the year as well as showing other
changes in our investment property holdings.
2022 2021
GBPm GBPm
-------------------------------------------------------------------
Valuation at beginning
of period 55 17
Disposals - (9)
Reclassification from Property,
plant and equipment (Note 11) - 5
Reclassification from Right-of-use
assets (Note 12) - 28
Revaluation (loss) / gain recognised in
the Consolidated income statement (15) 9
Revaluation gain recognised in the Consolidated
statement of comprehensive income - 5
Valuation at end
of period 40 55
Accounting policies
Properties held for long-term rental yields that are not occupied by
the Group or properties held for capital growth are classified as investment
property. Investment properties are freehold land and buildings and
right-of-use assets. These are carried at fair value which is determined
by either independent valuers or internally each year on a three-year
cyclical basis in accordance with the RICS Appraisal and Valuation Manual.
Fair value is based on current prices in an active market for similar
properties in the same location and condition. Any gain or loss arising
from a change in fair value is recognised in the income statement.
If we start to occupy or trade from one of our investment properties,
it is reclassified as property, plant and equipment, and its fair value
at the date of reclassification becomes its cost for subsequent accounting
purposes. Other disclosures required by IAS 40 (Investment Properties)
are not considered to be material.
27 Pensions
What does this show? This note provides information about our pension
schemes. It explains the types of pension scheme we have, the assets
and liabilities they hold, the assumptions used in valuing the pension
schemes and the key risks faced in connection with the schemes.
2022 2021
GBPm GBPm
Pension schemes
in surplus 1,584 2,262
Pension schemes
in deficit (3) (4)
Closing net retirement
benefit surplus 1,581 2,258
Defined benefit (DB) plans
The Group operates three funded DB pension schemes all of which are
closed to future accrual. This means that colleagues can no longer join
or earn future benefits from these schemes. The assets of these schemes
are held in separate trustee-administered funds to meet future benefit
payments.
The Group's largest pension scheme is the Co-operative Group Pension
Scheme ('Pace') which accounts for approximately 85% of the Group's
pension assets. The DB section of Pace ('Pace Complete') closed to future
service accrual on 28 October 2015. Further information about Pace is
set out below.
Defined contribution (DC) plans
Since the closure of the DB schemes, the Group provides all colleagues
with DC pension benefits through the DC section of Pace. Colleagues
are able to select the level of contributions that they wish to pay.
The contribution paid by the Group varies between 1% and 10% of pensionable
salary depending on the contribution tier that the scheme member has
selected.
Contributions are based on the scheme member's basic pay plus any earnings
in respect of overtime, commission and shift allowance.
The Pace DC section provides benefits based on the value of the individual
colleague's fund built up through contributions and investment returns.
The Group has no legal or constructive obligation to pay contributions
beyond those set out above. There is therefore no balance sheet items
for DC pension benefits except for any accrued contributions.
Balance sheet position for DB plans
The table below summarises the net surplus in the balance sheet by scheme.
The main feature over the year has been a material rise in interest
rates and this comes through in a reduced balance sheet surplus as both
assets and liabilities have fallen (albeit a slight improvement in funding
levels in percentage terms).
All of the schemes use segregated liability driven investment (LDI)
mandates which hold government and corporate bonds, along with derivatives.
These investments increase (decrease) in value when yields on government
bonds fall (rise), and are designed to have similar interest rate and
inflation sensitivities to the schemes' liabilities so that the funding
position is protected against movements in interest rate and inflation
expectations. The schemes' liabilities are in aggregate broadly fully
hedged against from movements in yields on government bonds. Against
a backdrop of market uncertainty, investment returns and asset values
fell significantly in 2022, in particular as government bond yields
rose. However, scheme liabilities also reduced markedly following a
significant increase in the discount rate, which is used to calculate
the present value of the scheme obligations, as AA corporate bond yields
rose significantly over the year. The IAS19 surplus on our largest pensions
scheme, PACE, decreased by GBP0.6bn with asset values falling by GBP3.5bn
whilst liabilities decreased by GBP2.9bn. Despite the surplus reducing,
the funding level across all our schemes has increased, from 125% to
129%, as the percentage fall in assets was marginally lower than that
of the liabilities.
Net Net
2022 2021
GBPm GBPm
Schemes in surplus
The Co-operative Group
Pension Scheme (Pace) 1,524 2,087
Somerfield Pension
Scheme 32 108
United Norwest Co-operatives
Employees' Pension Fund 28 67
Total schemes
in surplus 1,584 2,262
Schemes in deficit
Other unfunded
obligations (3) (4)
Total schemes
in deficit (3) (4)
Total schemes 1,581 2,258
Recognition of accounting surplus
Any net pension asset disclosed represents the maximum economic benefit
available to the Group in respect of its pension obligations. The Group
has carried out a review of the provisions for the recovery of surplus
in its pension schemes. This review concluded that the Group can recoup
the benefits of the surplus via a right to refunds and this is reflected
in the balance sheet position.
Pace - nature of scheme
As Pace represents around 85% of the Group's pension assets, further
information has been included on Pace below. As all of the DB schemes
will be exposed to similar risks to Pace, we have not provided additional
commentary on each scheme. Benefits accrued in Pace between 6 April
2006 and 28 October 2015 are calculated based on an individual's average
career salary. Benefits accrued prior to 6 April 2006 are linked to
final salary until scheme members end their pensionable service.
Pace - funding position
A valuation of the Group section of Pace DB was carried out as at 5
April 2019, in accordance with the scheme specific funding requirements
of the Pensions Act 2004. The results of the valuation showed that the
Group section of Pace DB had a surplus of GBP907m. On completion of
the actuarial valuation in July 2020 the Group and the Trustee agreed
that no contributions would be required. The 5 April 2022 valuation
is currently being carried out, to be finalised in mid 2023.
Pace - multi-employer provisions following sectionalisation
Pace is a mutli-employer scheme but following sectionalisation of the
scheme in 2018, the Group accounts only for the Co-op section of Pace.
CFSMS, a subsidiary of the Group, participates in the Group's section
with a material share of accrued DB obligations. There are other participating
employers in the Group section which include Group subsidiaries, non-associated
and associated entities, but these do not have a material share. Non-associated
entities account for pension contributions in respect of the scheme
on a DC basis.
As a multi-employer pension scheme, Pace exposes the participating employers
to the risk of funding the pension obligations associated with the current
and former colleagues of other participating employers. The sectionalisation
of Pace largely removes The Co-operative Bank's (the 'Bank's') 'last
man standing' obligation to the rest of the Pace scheme but an obligation
on the Group to support the pension liabilities of the Bank section
could arise in limited circumstances if the Bank were to not meet its
own section's pension liabilities. The Bank element of Pace is fully
funded on both an IAS 19 accounting and a statutory funding basis. At
31 December 2022, the Bank reported an overall defined benefit pension
scheme surplus of GBP154m (2021: GBP833m). This included GBP17m (2021:
GBP601m) in relation to the Pace scheme consisting of assets of GBP930m
(2021: GBP2,129m) and liabilities of GBP913m (2021: GBP1,528m).
Legislative framework for DB schemes - pension scheme governance
As required by UK legislation, the Group's three DB schemes are run
by Trustee boards which operate independently from the Group. The Trustees
are responsible for the development and implementation of appropriate
policies for the investment of the scheme assets and for negotiating
scheme funding with the Group. The Trustees consult with the Group in
developing investment strategy and delegates the responsibility for
implementing and monitoring the strategy to Investment Committees.
Each Trustee board has at least one professional Trustee and there
is also a requirement for the boards to have some member representation.
The Pace Trustee Board is made up of three professional independent
Trustee Directors appointed by the Group and a further professional
Independent Trustee Director appointed by the Bank. Other Trustee Boards
are made up of professional independent Trustee Directors, Group appointed
Trustee Directors and Member Nominated Directors elected by scheme members.
The Chair is appointed by the Trustee Directors.
Legislative framework for DB schemes - scheme funding regime
Under the scheme specific funding regime established by the Pensions
Act 2004, trustees of DB pension schemes have to undertake a full actuarial
valuation at least every three years. The purpose of the valuation is
to determine if the scheme has sufficient assets to pay the benefits
when these fall due. The valuation targets full funding (scheme assets
equal to the value of pension liabilities) against a basis that prudently
reflects the scheme's risk exposure. The basis on which DB pension liabilities
are valued for funding purposes differs to the basis required under
IAS19. The Group may therefore be required to pay contributions to eliminate
a funding shortfall even when a surplus is reported in the IAS19 disclosure.
Any shortfall in the assets directly held by the Group's DB schemes,
relative to their funding target, is financed over a period that ensures
the contributions are reasonably affordable to the Group.
Deficit contributions over the 2022 financial year totalled GBP17m (2021:
GBP27m). Deficit contributions to Pace and Somerfield have now ceased
but contributions are still required to the United scheme. All schemes
target a more prudent level of funding than the target stipulated under
IAS19 which is included in these financial statements. Therefore the
funding levels are not comparable and it is possible to have a surplus
under IAS19 and yet still be required to pay deficit contributions.
We also cannot use a surplus in one scheme to offset the requirement
to pay cash contributions to fund a deficit in another scheme. In 2023,
deficit contributions will continue at a rate of GBP16.9m (2021: GBP16.9m)
until the point at which the United scheme becomes fully funded.
The average duration of the liabilities is approximately 21 years. The
benefits expected to be paid from the schemes take the form of a cash
lump sum paid at retirement followed by a stream of pension payments.
The effective date of the last full
valuations of the schemes are shown
below:
The Co-operative Pension 5 April 2019
Scheme ('Pace')
Somerfield Pension Scheme 31 March 2019
('Somerfield Scheme')
United Norwest Co-operatives Employees' 31 January 2020
Pension Fund ('United Fund')
Risks associated with DB pension schemes
The liability associated with the pension schemes is material to the
Group, as is the cash funding required. The Group and Trustees work
together to address the associated pension risk - in particular, steps
have been taken to significantly reduce the investment risk in the schemes.
The key risks in relation to the DB schemes are set out below, alongside
a summary of the steps taken to mitigate the risk:
Risk description Mitigation
Risk of changes in contribution The closure of the DB schemes has reduced
requirements - When setting the the exposure of the Group to changes
contributions that are paid to in future contributions, as has the merger
a scheme, the Group and Trustee of Yorkshire and Plymouth into Pace.
are required to consider the In addition, the Group and Trustee have
funding level at a specified taken steps to reduce the volatility
valuation date. The funding level of the funding level (as set out below).
at future valuation dates is The Group monitors the funding level
uncertain and this leads to uncertainty of the schemes in order to understand
in future cash requirements for the likely outcome of valuations and
the Group. the Trustee is required to obtain agreement
from the Group to funding assumptions
and deficit recovery contributions.
Interest rate risk - Pension All of the schemes invest in liability-driven
liabilities are measured with investment (LDI) products which increase
reference to yields on bonds, (decrease) in value when yields on government
with lower yields increasing bonds fall (rise), providing protection
the liabilities. The schemes against interest rate risk. Across all
are therefore exposed to the schemes, approximately 95% of the liability
risk of falls in interest rates. is currently protected from movements
in yields on government bonds. LDI involves
investing in assets which are expected
to generate cashflows that broadly mirror
expected benefit payments from the scheme.
Risk associated with volatility This risk has been mitigated by reducing
in asset value - The market value the exposure of the pension schemes to
of the assets held by the pension those asset classes which have the most
schemes, particularly the assets volatile market values. In particular,
held in return-seeking assets the schemes have limited allocation to
such as equity, can be volatile return-seeking assets such as equity.
(and, for example, may be affected Analysis undertaken by the Pace Trustee
by environmental, social or corporate shows that the low risk investment strategy
governance ("ESG") failures at of Pace DB means the exposure of the
investee companies and/or sovereign scheme's assets to climate risk is limited.
states - including the physical In addition, the Trustees of the Co-op's
and transition risks of climate pension schemes have responsible investment
change). This creates a risk policies in place, and aligned with those
of short-term fluctuations in policies exclude specific investments
funding level. (where appropriate and viable). Management
of ESG risks is considered when appointing
investment managers and in their ongoing
monitoring, and the schemes' equity assets
are explicitly managed with a consideration
of such risks, including climate change.
Inflation risk - Many of the All of the schemes invest in liability
benefits paid by the schemes driven investment products which increase
are linked to inflation. Therefore, (decrease) in value when expectations
the pension liabilities reflect of future inflation rates increase (fall),
expectations of future inflation thus providing protection against inflation
with higher inflation leading risk. Across all schemes, approximately
to higher liabilities. 95% of the liability is currently protected
from movements in inflation.
Risk associated with changes All of the schemes' funding targets incorporate
in life expectancy - Pensions a margin for prudence to reflect uncertainty
paid by the schemes are guaranteed in future life expectancy. During 2020,
for life, and therefore if members the Group reduced its exposure to longevity
are expected to live longer, risk in the Pace Scheme via three separate
the liabilities increase. pensioner insurance buy-in contracts.
Critical accounting estimates
For IAS 19 disclosure purposes, DB obligations are determined following
actuarial advice and are calculated using the projected unit method.
The assumptions used are the best estimates chosen from a range of possible
actuarial assumptions which may not necessarily be borne out in practice.
Financial 2022 2021
assumptions
Discount rate 4.76% 1.90%
RPI Inflation rate 3.50% 3.48%
Pension increases in payment (RPI
capped at 5% p.a.) 3.25% 3.37%
Future salary increases 3.75% 3.73%
The discount rate has been derived by reference to market yields on
sterling-denominated high quality corporate bonds of appropriate duration
consistent with the schemes at that date.
Demographic assumptions
The Group has used best estimate base mortality tables which reflect
the membership of each scheme. Allowance has been made for future improvements
in line with the Continuous Mortality Investigation (CMI) 2021 projections
and a long-term future improvement rate of 1.25% p.a. (2021: CMI 1.25%
p.a.). The actuaries have made an adjustment to the scaling factors,
increasing them by 2%, to reflect recent COVID experience.
For illustration, the average life expectancy (in years) for mortality
tables used to determine scheme liabilities for Pace is as follows.
These are broadly similar to the life expectancies used for other schemes.
Life expectancy from age
65 2022 2021
Male currently aged 65 years 21.1 21.0
Female currently aged 65
years 23.1 23.4
Male currently aged 45 years 22.2 22.0
Female currently aged 45
years 24.2 24.7
Sensitivities
The measurement of the Group's DB liability is particularly sensitive
to changes in certain key assumptions, which are described below. The
methods used to carry out the sensitivity analysis presented below for
the material assumptions are the same as those the Group has used previously.
The calculations alter the relevant assumption by the amount specified,
whilst assuming that all other variables remained the same. This approach
is not necessarily realistic, since some assumptions are related: for
example, if the scenario is to show the effect if inflation is higher
than expected, it might be reasonable to expect that nominal yields
on corporate bonds will also increase. However, it enables the reader
to isolate one effect from another. It should also be noted that because
of the interest rate and inflation hedges, changes in the liability
arising from a change in the discount rate or price inflation would
be expected to be largely mitigated by a change in assets. It's impossible
to predict future discount rates or inflation with any real certainty
and so the sensitivities shown are for illustration purposes only and
in reality more significant movements could be experienced.
Sensitivities 2022 2021
GBPm GBPm
Change in liability from a 0.5% decrease
in discount rate 474 960
Change in liability from a 0.5% increase
in RPI inflation 329 652
Change in liability from a 0.25% increase
in long-term rate of longevity improvements 44 122
The sensitivities performed and shown in the table above for the discount
rate and RPI assumptions have been changed in the current year to more
realistically reflect the scale of fluctuations that are currently being
experienced. The comparative figures have also been re-calculated on
a similar basis for comparability. Previously the sensitivities shown
reflected the potential changes to the liability from a 0.1% increase
in discount rate and a 0.1% decrease in RPI inflation.
Changes in the present value of the defined 2022 2021
benefit obligation (DBO)
GBPm GBPm
Opening defined benefit obligation 9,194 9,854
Interest expense
on DBO 171 157
Remeasurements:
a. Effect of changes in demographic
assumptions (51) (42)
b. Effect of changes in
financial assumptions (3,870) (316)
c. Effect of experience
adjustments 450 (57)
Settlements (trivial commutation
exercises) - (2)
Benefit payments from plan (351) (400)
Closing defined benefit
obligation 5,543 9,194
Changes in the fair value of 2022 2021
the plan assets
GBPm GBPm
Opening fair value of
plan assets 11,452 11,708
Interest income 214 187
Return on plan assets (excluding
interest income) (4,203) (65)
Administrative expenses paid
from plan assets (6) (5)
Employer contributions 18 27
Benefit payments from
plan (351) (400)
Closing fair value
of plan assets 7,124 11,452
The fair value of the plan assets at the period end were as follows.
The assets have been split to show those which have a quoted market
price in an active market and those which are unquoted.
2022 2022 2022 2021 2021 2021
Quoted Unquoted Total Quoted Unquoted Total
GBPm GBPm GBPm GBPm GBPm GBPm
--------- ------
Equity instruments 35 - 35 197 - 197
Liability driven
investments 2,418 - 2,418 4,304 - 4,304
Investment grade
credit 1,735 - 1,735 2,978 - 2,978
Illiquid / other
credit - 944 944 - 1,300 1,300
Alternative
investments* - 360 360 - 351 351
Cash and cash equivalents 53 3 56 63 28 91
Insurance buy-in
contracts - 1,576 1,576 - 2,231 2,231
Fair value of plan
assets 4,241 2,883 7,124 7,542 3,910 11,452
*Alternative investments consist of private equity, private debt and
inflation-linked property.
Amounts recognised in the balance
sheet 2022 2021
GBPm GBPm
Present value of funded
obligations (5,540) (9,190)
Present value of unfunded
liabilities (3) (4)
Fair value of plan assets 7,124 11,452
Net retirement benefit
asset 1,581 2,258
Amounts recognised in the income statement and
other comprehensive income 2022 2021
GBPm GBPm
Interest expense on defined
benefit obligations (171) (157)
Interest income on plan
assets 214 187
Administrative expenses
and taxes (6) (5)
Settlements (trivial commutation
exercises) - (2)
Total recognised in the income
statement 37 23
Remeasurement losses on employee
pension schemes (732) 350
Total recognised in other comprehensive
income (732) 350
Total (695) 373
Accounting policies
The Group operates various defined contribution and defined benefit
pension schemes for its colleagues as stated above. A defined contribution
scheme is a pension plan under which the Group pays pre-specified contributions
into a separate entity and has no legal or constructive obligation to
pay any further contributions. A defined benefit scheme is a pension
plan that defines an amount of pension benefit that a colleague will
receive on retirement. In respect of the defined benefit pension scheme,
the pension scheme surplus or deficit recognised in the balance sheet
represents the difference between the fair value of the plan assets
and the present value of the defined benefit obligation at the balance
sheet date. The calculation of the defined benefit obligations is performed
annually by qualified actuaries (and half-yearly for Pace) using the
projected unit credit method. Plan assets are recorded at fair value.
When the calculation results in a potential asset for the Group, the
recognised asset reflects the present value of the economic benefits
that will arise from the surplus in the form of any future refunds from
the plan or reductions in future contributions to the plan. Obligations
for contributions to defined contribution plans are expensed as the
related service is provided. Prepaid contributions are recognised as
an asset to the extent that a cash refund or a reduction in future payments
is available.
Remeasurements of the surplus / liability of each scheme (which comprise
actuarial gains and losses and asset returns excluding interest income)
are included within other comprehensive income. Net interest expense
and other items of expense relating to the defined benefit plans are
recognised in the income statement. Administrative costs of the plans
are recognised in operating profit. Net interest expense is determined
by applying the discount rate used to measure the defined benefit obligation
at the beginning of the year to the net defined asset / liability at
that point in time taking into account contributions within the period.
28 Financial risk management
What does this show? This note explains the main financial risks we
face and how we manage them. These include: credit risk, interest rate
risk, foreign currency risk and liquidity risk.
Financial risk management
The main financial risks facing the Group are set out below. Overall
Group risks and the strategy used to manage these risks are discussed
in the Principal Risks and Uncertainties section.
Credit risk
Credit risk arises from the possibility of customers and counterparties
failing to meet their obligations. Management has a credit policy in
place and the exposure to credit risk is monitored on an ongoing basis.
Credit evaluations are performed for all customers requiring credit
over a certain amount. The Group does not require security in respect
of financial assets. The majority of businesses in the Group have cash-based
rather than credit-based sales and so customer credit risk is relatively
small.
The Group will ensure that it earns an appropriate return on its invested
cash, whilst ensuring that there is minimal risk over the security of
that cash. Investments are only allowed with the Group's syndicate banks
or counterparties that have a credit rating of Investment Grade. Transactions
involving derivative financial instruments are with counterparties with
whom the Group has signed an ISDA agreement (a standard contract used
to govern all over-the-counter derivatives transactions). Management
has no current reason to expect that any counterparty Group has invested
with will fail to meet its obligations.
Funeral Plan funds are invested in whole-of-life insurance policies
which pay out a lump sum when the insured person dies. Any provider
of these policies to the Group must be authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority. There are also some funds relating
to plans taken out prior to 2002 that are held in interest-bearing trustee-administered
bank accounts which can only be utilised to meet liabilities in respect
of funeral plans.
At the balance sheet date there were no significant concentrations of
credit risk. Information regarding the age profile of trade receivables
is shown in Note 17. The carrying value of all balances that attract
a credit risk, which represents the maximum exposure, is set out below:
Carrying Carrying
amount amount
2022 2021
GBPm GBPm
Trade and other receivables (excluding
prepayments and accrued income) 648 612
Interest rate swaps (13) (2)
Foreign exchange contracts and
commodity swaps (net) 5 1
Funeral plan investments 1,369 1,372
Finance lease receivables 43 42
Cash 447 60
Interest rate risk and hedging
Interest rate risk arises from movements in interest rates that impact
the fair value of assets and liabilities and related finance flows.
The Group adopts a policy of ensuring that 50-90% of its exposure to
changes in interest rates on borrowings is on a fixed rate basis. The
fixed proportion as at 31 December 2022 was 86% (at 1 January 2022:
69%). Interest rate swaps, denominated exclusively in Sterling, have
been entered into to achieve an appropriate mix of fixed and floating
rate exposure within the Group's policy. At 31 December 2022, the Group
had interest rate swaps with a notional contract amount of GBP105m (at
1 January 2022: GBP105m).
The Group does not designate interest rate swaps, forward foreign exchange
contracts, and commodity swaps as hedging instruments. Derivative financial
instruments that are not hedging instruments are classified as held
for trading by default and so fall into the category of financial assets
at fair value through the income statement. Derivatives are subsequently
stated at fair value, with any gains and losses being recognised in
the income statement. See Note 29.
The net fair value of swaps at 31 December 2022 was a net liability
of GBP13m (2021: net liability of GBP2m) comprising assets of GBPnil
(2021: GBPnil) and liabilities of GBP13m (2021: GBP2m). These amounts
are recognised as fair value derivatives on the face of the Consolidated
balance sheet.
Foreign currency risk
The Group is exposed to foreign currency risk on purchases that are
denominated in a currency other than sterling. The key currencies giving
rise to this risk are Euros and US Dollars.
The Group manages the impact of market fluctuations on its currency
exposures and future cash flows by undertaking rolling foreign exchange
hedges. These are executed on a monthly basis in a layered approach
based on forecast requirements.
At 31 December 2022, the Group had forward currency transactions in
Euros and US Dollars with a notional contract amount of GBP88m (2021:
GBP100m).
Liquidity risk
This is the risk that the Group will not have sufficient facilities
to fund its future borrowing requirements and will require funding at
short notice to meet its obligations as they fall due. The Group's funding
maturity profile is managed to ensure appropriate flexibility through
a mix of short, medium and long term funding together with diversified
sources of finance to meet the Group's needs.
As at 31 December 2022, the Group had available borrowing facilities
totalling GBP1,166m (2021: GBP1,168m), which was made up of uncommitted
facilities of GBPnil (2021: GBPnil) and committed facilities of GBP1,166m
(2021: GBP1,168m). These are detailed below:
Bank facilities as at 31 December
2022 2022 2021
Expiry GBPm Expiry GBPm
-----------------
Revolving Credit Facility Sept 2024 400 Sept 2024 400
-----------------
GBP300m 5.125% Sustainability
Bond due 2024 (amortised cost) May 2024 300 May 2024 300
GBP109m 11% Final repayment December December
subordinated notes due 2025 2025 109 2025 109
GBP20m Instalment repayment December December
notes (final payment 2025) 2025 7 2025 9
GBP350m 7.5% Eurobond
notes due 2026 July 2026 350 July 2026 350
1,166 1,168
-----------------
The following are the maturities of financial liabilities as at 31 December
2022:
More
Carrying Contractual 6 months 6 - 1 - 2 - than
amount cash flows or less 12 months 2 years 5 years 5 years
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
--------
Non-derivative financial
liabilities
GBP105m 7.5% Eurobond 2026
(fair value) (95) (105) - - - (105) -
GBP245m 7.5% Eurobond 2026
(amortised cost) (255) (254) - (9) - (245) -
GBP300m Sustainability Bond
2024 (amortised cost) (301) (302) (2) - (300) - -
GBP109m 11% Final repayment
subordinated notes 2025* (109) (109) - - - (109) -
GBP20m Instalment repayment
notes (final payment 2025) (7) (7) - (2) (2) (3) -
Lease liabilities (1,306) (1,763) (97) (97) (183) (475) (911)
Trade and other payables (1,434) (1,434) (1,338) (47) (16) (19) (14)
* Interest on the GBP109m (11% Final repayment subordinated notes 2025)
is settled annually in December such that any interest accrual as at
31 December is not material for disclosure in the contractual cashflows
in the table above.
The following are the maturities of financial liabilities as at 1 January
2022:
More
Carrying Contractual 6 months 6 - 1 - 2 - than
amount cash flows or less 12 months 2 years 5 years 5 years
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Non-derivative financial
liabilities
GBP105m 7.5% Eurobond 2026
(fair value) (123) (105) - - - (105) -
GBP245m 7.5% Eurobond 2026
(amortised cost) (267) (254) - (9) - (245) -
GBP300m Sustainability Bond
2024 (amortised cost) (301) (302) (2) - - (300) -
GBP109m 11% Final repayment
subordinated notes 2025 (109) (109) - - - (109) -
GBP20m Instalment repayment
notes (final payment 2025) (9) (9) - (2) (2) (5) -
Lease liabilities (1,516) (2,090) (109) (107) (204) (542) (1,128)
Trade and other payables (1,516) (1,516) (1,376) (54) (40) (15) (31)
--------
Sensitivity analysis
Interest rate risk
The valuations of the Group's quoted debt and interest rate swaps have
been determined by discounting expected future cash flows associated
with these instruments at the market interest rate yields as at the
Group's year end. This is then adjusted by a +1% increase to the interest
rate yield curve and a 1% reduction in the interest rate yield curve
to show the impact of changes in interest rates on the value of our
debt and swaps. At 31 December 2022 if sterling (GBP) market interest
rates had been 1% higher / lower with all other variables held constant,
there would have been no material impact to post-tax profit. Profit
is generally less sensitive to movements in GBP interest rates due to
the level of borrowings held at fixed rates as described in the Interest
rate risk and hedging section.
Foreign exchange risk
At 31 December 2022, if the Euro and US dollar had strengthened or weakened
by 10% against sterling (GBP) with all variables held constant, the
impact to post-tax profit would be a GBP2m loss (2021: GBP1m loss) and
GBP1m gain respectively (2021: GBP1m gain).
Guarantees
In the course of conducting its operations, the Group is required to
issue bank guarantees and bonds in favour of various counterparties.
These facilities are provided by the Group's banking syndicate and as
at 31 December 2022 the total amount of guarantees / bonds outstanding
is GBP17m (2021: GBP8m).
29 Financial instruments, derivatives and valuation of financial assets
and liabilities
What does this show? This note shows how our financial assets and liabilities
are valued, including our interest rate swaps.
Derivatives
Derivatives held for non-trading purposes for which hedge accounting
has not been applied are as follows:
2022 2021
Contractual/ Fair Fair Contractual/ Fair Fair
notional value value notional value value
amount assets liabilities amount assets liabilities
GBPm GBPm GBPm GBPm GBPm GBPm
------------
Interest rate
swaps 105 - (13) 105 - (2)
Foreign
exchange
contracts 88 3 - 100 - (3)
Commodity swaps
(diesel) 38 5 (3) 22 4 -
Total recognised
derivative
assets /
(liabilities) 231 8 (16) 227 4 (5)
The interest rate swaps mature in 2026 and as such are held in non-current
liabilities. The majority of the foreign exchange contracts and diesel
swaps mature within 1 year so are shown in current liabilities and current
assets respectively.
The following summarises the major methods and assumptions used in estimating
the value of financial instruments reflected in the annual report and
accounts:
a) Financial instruments at fair value through the income statement
Investments in
funeral plans
Where there is no active market or the investments are unlisted, the
fair values are based on commonly used valuation techniques (refer to
accounting policy (section iv) of this note for further details.
Derivatives
Forward exchange contracts, such as the Group's interest rate swaps have
been determined by discounting expected future cash flows associated
with these instruments at the market interest rate yields as at the Group's
year end. The Group's derivatives are not formally designated as hedging
instruments but under IFRS 9 (Financial Instruments) they are used to
match against a proportion of the Eurobond liabilities carried at fair
value through the income statement, showing as a cost of GBP11m in 2022
(2021: GBP5m cost) see Note 7.
The Group enters into forward contracts for the purchase of energy from
third party suppliers for use by Group. Energy contracts for own use
are not required to be accounted for as derivatives. We adopt a layered
hedging procurement policy for energy contracts over a period of 3 years
to a maximum of 80% of Group forecast demand. At the 2022 year end we
had 78% electricity (2021: 80%) and 76% gas (2021:66%) coverage of our
forecast demand for 2023.
Fixed rate sterling Eurobonds
The fixed rate sterling Eurobond values are determined in whole by using
quoted market prices.
b) Interest-bearing loans and borrowings - amortised cost
These are shown at amortised cost which presently equate to fair value
or are determined in whole by using quoted market prices. Fair value
measurement is calculated on a discounted cash flow basis using prevailing
market interest rates.
c) Receivables and payables
For receivables and payables with a remaining life of less than one
year, the nominal amount is deemed to reflect the fair value, where the
effect of discounting is immaterial. For further details see the Accounting
Policy section at the end of this note.
The table below shows a comparison of the carrying value and fair values
of financial instruments for those liabilities not carried at fair value.
Financial liabilities Carrying Fair value Carrying Fair value
value 2022 value 2021
2022 2021
GBPm GBPm GBPm GBPm
Interest-bearing loans and
borrowings 685 645 853 915
The table below analyses financial instruments by measurement basis:
2022 Fair value Amortised Loans Total
through cost and receivables
income statement
GBPm GBPm GBPm GBPm
Assets
Other investments 1,369 - - 1,369
Trade and other receivables - - 648 648
Derivative financial instruments 8 - - 8
Cash and cash equivalents - 447 - 447
Total financial assets 1,377 447 648 2,472
Liabilities
Interest-bearing loans and
borrowings 95 685 - 780
Derivative financial instruments 16 - - 16
Trade and other payables - 1,081 - 1,081
Total financial liabilities 111 1,766 - 1,877
2021 Fair value Amortised Loans and Total
through cost receivables
income statement
GBPm GBPm GBPm GBPm
Assets
Other investments 1,372 - - 1,372
Trade and other receivables - - 612 612
Derivative financial
instruments 4 4
Cash and cash equivalents - 56 - 56
Total financial assets 1,376 56 612 2,044
Liabilities
Interest-bearing loans
and borrowings 123 853 - 976
Derivative financial
instruments 5 - 5
Trade and other payables - 1,139 - 1,139
Total financial liabilities 128 1,992 - 2,120
The following table provides an analysis of financial assets and liabilities
that are valued or disclosed at fair value, by the three-level fair value
hierarchy as defined within IFRS 13 (Fair Value Measurement):
-- Level 1 Fair value measurements are those derived
from quoted prices (unadjusted) in active
markets for identical assets or liabilities.
-- Level 2 Fair value measurements are those derived
from inputs other than quoted prices included
within Level 1 that are observable for the
asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from
prices).
-- Level 3 Fair value measurements are those derived
from valuation techniques that include inputs
for the asset or liability that are not based
on observable market data (unobservable inputs).
As pricing providers cannot guarantee that the prices they provide are
based on actual trades in the market then all of the corporate bonds
are classified as Level 2.
Valuation of financial instruments
2022 Level 1 Level 2 Level Total
3
GBPm GBPm GBPm GBPm
Assets
Financial assets at fair value through
the income statement
- Funeral plan investments - - 1,369 1,369
- Derivative financial instruments - 8 - 8
Total financial assets at fair value - 8 1,369 1,377
Liabilities
Financial liabilities at fair value
through the income statement
- Fixed rate sterling Eurobond - 95 - 95
- Derivative financial instruments - 16 - 16
Total financial liabilities at fair
value - 111 - 111
Funeral plan investments are classified as level 3 under the IFRS 13
hierarchy. Level 3 fair value measurements are those derived from valuation
techniques that include inputs that are not based on observable market
data (unobservable inputs). The vast majority of our funeral plan investments
are held in Whole of Life (WoL) insurance policies. The plan investments
are financial assets which are recorded at fair value each period using
valuations provided to Co-op by the policy provider. The plan values
reflect the amount the policy provider would pay out on redemption of
the policy at the valuation date with the main driver being underlying
market and investment performance.
The value of the Eurobonds carried at amortised cost is disclosed in
Note 21. The equivalent fair value for the unhedged proportion of bonds
that are now carried at amortised cost would be GBP222m (2021: GBP287m)
for the 2026 Eurobond.
There were no transfers between Levels 1 and 2 during the period and
no transfers into and out of Level 3 fair value measurements. For other
financial assets and liabilities of the Group including cash, trade and
other receivables / payables then the notional amount is deemed to reflect
the fair value.
2021 Level 1 Level 2 Level 3 Total
GBPm GBPm GBPm GBPm
Assets
Financial assets at fair value
through the income statement
- Funeral plan investments - - 1,372 1,372
- Derivative financial instruments - 4 - 4
Total financial assets at fair value - 4 1,372 1,376
Liabilities
Financial liabilities at fair
value through the income statement
- Fixed rate sterling Eurobond - 123 - 123
- Derivative financial instruments - 5 - 5
Total financial liabilities at fair
value - 128 - 128
Interest rates used for determining fair value
Third-party valuations are used to fair value the Group's bond and interest
rate derivatives. The valuation techniques use inputs such as interest
rate yield curves with an adequate credit spread adjustment.
Accounting policies
The Group classifies its financial assets as either:
-- fair value through the income statement; or
-- loans and receivables at amortised cost.
i) Recognition of financial assets
Financial assets are recognised on the trade date which is the date
it commits to purchase the instruments. Loans are recognised when the
funds are advanced. All other financial instruments are recognised on
the date that they are originated. The classification of financial assets
at initial recognition depends on the financial asset's contractual cash
flow characteristics and the Group's business model for managing them.
The Group initially measures a financial asset at its fair value, with
the exception of trade receivables that don't contain a significant financing
component or where the customer will pay for the related goods or services
within one year of receiving them. For financial assets which are not
held at fair value through the income statement, transaction costs are
also added to the initial fair value. Trade receivables that don't contain
a significant financing component or where the customer will pay for
the related goods or services within one year of receiving them are measured
at the transaction price determined under IFRS 15 (Revenue from Contracts
with Customers). See accounting policies for revenue and IFRS 15 in Note
2.
ii) Derecognition of financial assets and financial liabilities
Financial assets are derecognised (removed from the balance sheet) when:
-- the rights to receive cash flows from the assets have ceased; or
-- the Group has transferred substantially all the risks and rewards
of ownership of the assets.
A financial liability is derecognised when the obligation under the
liability is discharged, cancelled or expires. When an existing liability
is replaced by the same counterparty on substantially different terms
or the terms of an existing liability are substantially modified, the
original liability is derecognised and a new liability is recognised,
with any difference in carrying amounts recognised in the income statement.
iii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market which
we do not intend to sell immediately or in the near term. These are initially
measured at fair value plus transaction costs that are directly attributable
to the financial asset. Subsequently these are measured at amortised
cost. The amortised cost is the initial amount at recognition less principal
repayments, plus or minus the cumulative amortisation using the effective
interest method of any difference between that initial amount and the
maturity amount, less impairment provisions for incurred losses.
iv) Financial investments and instruments at fair value through the
income statement
Funeral plans
When a customer takes out a funeral plan the initial plan value is recognised
as an investment asset in the balance sheet and at the same time a liability
is also recorded in the balance sheet representing the deferred income
to be realised on performance of the funeral service covered by each
of the funeral plans. The investments are held in insurance policies
or cash-based trusts and attract interest and bonus payments throughout
the year dependent upon market conditions. The plan investment is a financial
asset, which is recorded at fair value each period through the income
statement using valuations provided by the insurance policy provider
or reflecting the trust cash balances. The performance obligation to
deliver the funeral is treated as a contract liability (deferred income)
under IFRS 15. The deferred amount is subject to adjustment to reflect
a significant financing component which is charged to the income statement
each period. The liability accretes interest in-line with the discount
rate applied to the plan on inception. The discount rate applied is based
on an estimated borrowing rate between the customer and the Group at
the point the contract is entered into. The contract liability is held
on the balance sheet as additional deferred income until the delivery
of the funeral at which point the revenue is recognised.
The Group is currently reviewing the impact of IFRS 17 (Insurance Contracts)
on the accounting for funeral plans. The new standard will be applicable
to the Group for next year's reporting (2023). Details of the expected
impact on the Group is shown in our Accounting Policies and Basis of
Preparation section.
Funeral benefit options (FBOs)
FBOs are attached to Guaranteed Over 50's life insurance plans (GOFs)
sold by the Group's third party insurance partners. An FBO is the assignment
of the sum-assured proceeds of a GOF policy to Funeralcare for the purposes
of undertaking their funeral. In exchange the GOF customer is awarded
a discount on the price of the funeral.
No revenue is recognised by the Group at the point of assignment and
instead an element of the costs that have been incurred in obtaining
the FBO are deferred onto the balance sheet. These are then expensed
at the point of redemption when the revenue is recognised. Any plans
that are cancelled are written off at the point at which Funeralcare
are made aware of the cancellation. A separate provision is also made
to cover the expected cancellations of FBOs. No investment or liability
is recognised for FBOs as the option does not guarantee a funeral and
the liability for which remains with the insurance partner. Any difference
between the funeral price and the sum assured at the point of redemption
is the liability of the deceased estate or whoever takes responsibility
for arranging the funeral.
Low Cost Instalment Funeral Plans (LCIPs)
LCIPs can be paid for by instalments over between 2 and 25 years or
they can be paid off in full at any time during this period without any
penalties. If the plan holder dies before the instalments have been made
in full (and provided that the plan has been in place for at least 12
months or the cause of death was as a result of an accident) then the
funeral will still be provided by Funeralcare and the customer will not
have to settle the outstanding balance on any instalments and the balance
of any monies owed will be waived. Any outstanding amounts owed to Funeralcare
(the difference between the full value of the plan and the amount paid
up to death by the customer) are covered by an assured benefit from a
third party insurer. The assured benefit is between Funeralcare and the
3rd party insurer and has nothing to do with the customer. Funeralcare
continue to apply instalment monies received against customers' individual
funeral plans until such time as a plan is redeemed and/or cancelled.
Until fully paid, LCIPs are judged to represent insurance contracts
and as such fall under the scope of IFRS 4 (Insurance Contracts). The
assured benefit between Funeralcare and the 3rd party is judged to represent
a reinsurance contract under IFRS 4. In line with IFRS 4 Funeralcare
account for the LCIPs in the same way as a normal funeral plan (see accounting
policy above).
The Group is currently reviewing the impact of IFRS 17 (Insurance Contracts)
on the accounting for LCIPs. The new standard will be applicable to the
Group for next year's reporting (2023). Details of the expected impact
on the Group is shown in our Accounting Policies and Basis of Preparation
section.
Interest rate swaps
The Group uses derivative financial instruments to provide an economic
hedge to its exposure to interest rate risks arising from operational,
financing and investment activities. In accordance with its Treasury
policy, the Group does not hold or issue derivative financial instruments
for trading purposes.
Derivatives entered into include swaps, forward rate agreements, commodity
(diesel) swaps and energy contracts. Derivative financial instruments
are measured at fair value and any gains or losses are included in the
income statement. Fair values are based on quoted prices and where these
are not available, valuation techniques such as discounted cash flow
models are used.
Interest payments or receipts arising from interest rate swaps are recognised
within finance income or finance costs in the period in which the interest
is incurred or earned.
v) Credit risk, liquidity risk and Impairment of financial assets
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations
under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including
deposits with banks and financial institutions, foreign exchange transactions
and other financial instruments.
Credit risk from balances with banks and financial institutions is managed
by the Group's Treasury department in accordance with the Group's policy.
Investments of surplus funds are made only with approved counterparties
and within credit limits assigned to each counterparty. Counterparty
credit limits are reviewed by the Board on an annual basis, and may be
updated throughout the year subject to approval of the Risk and Audit
Committee. The limits are set to minimise the concentration of risk.
Financial assets held at fair value through the income statement are
primarily held in low-risk investments.
Liquidity risk
The Group's objective is to maintain a balance between continuity of
funding and flexibility through the use of bank overdrafts, bank loans,
Eurobonds and leases.
Trade receivables and contract assets
An impairment analysis is performed at each reporting date using a provision
matrix to measure expected credit losses. The provision rates are based
on days past due for groupings of various customer segments with similar
loss patterns (for example, by business division, customer, coverage
by letters of credit or other forms of credit insurance).
The calculation reflects the probability-weighted outcome, the time
value of money and reasonable and supportable information that is available
at the reporting date about past events, current conditions and forecasts
of future economic conditions. Generally, trade receivables are written-off
if past due for more than one year and are not insured or subject to
enforcement activity. The maximum exposure to credit risk at the reporting
date is the carrying value of each class of financial assets disclosed
in trade and other receivables (Note 17).
Impairment of financial assets carried at amortised cost
The amount of the impairment loss on assets carried at amortised cost
is recognised immediately through the income statement and a corresponding
reduction in the value of the financial asset is recognised through the
use of an allowance account.
A write-off is made when all or part of an asset is deemed uncollectable
or forgiven after all the possible collection procedures have been completed
and the amount of loss has been determined. Write-offs are charged against
previously established provisions for impairment or directly to the income
statement.
Any additional recoveries from borrowers, counterparties or other third
parties made in future periods are offset against the write-off charge
in the income statement once they are received.
Provisions are released at the point when it is deemed that following
a subsequent event the risk of loss has reduced to the extent that a
provision is no longer required.
30 Commitments and contingencies
What does this show? This note shows the value of capital expenditure
that we're committed to spending in the future as at the end of the period.
If appropriate then it also shows potential liabilities which aren't
included in our balance sheet as it's only possible, rather than probable,
that we'll have to pay them.
Commitments:
a) Capital expenditure that the Group is committed to but which has
not been accrued for at the period end was GBP12m (2021: GBP6m).
Contingent liabilities:
b) i) In common with other retailers, the Group has received Employment
Tribunal claims from current and former food store colleagues alleging
their work is of equal value to that of distribution centre colleagues
and differences in pay and other terms are not objectively justifiable.
The claimants are seeking the differential in pay (and other terms) together
with equalisation going forward. There are currently circa 4,000 claims
and it is anticipated that this number will rise, though it is not possible
to predict the point to which this may increase or the rate of increase.
These equal pay claims are initiated in the Employment Tribunal and
claimants will need to succeed in three stages to succeed. The first
stage concerns whether the roles of store colleagues can be compared
with those of warehouse colleagues. In light of European and Supreme
Court decisions, Co-op Group has conceded that it will not contest this
point. The second and third stages are concerned with an equal value
assessment between comparator roles and if this is shown to be the case,
a subsequent consideration of Co-op Group's material factor defences
(which are the non-discriminatory reasons for any pay differential).
It is expected this litigation will take a number of years to final resolution.
The claims are still at an early stage; the number of claims, merit,
outcome and impact are all highly uncertain. No provision has been made
as it is not possible to assess the likelihood nor quantum of any outcome.
There are substantial factual and legal defences to the claims and the
Group intends to defend them robustly.
b) ii) In early February 2023 a claim was issued against Co-operative
Group Limited and certain of its subsidiaries (Co-operative Group Food
Limited, Co-operative Foodstores Limited and Rochpion Properties (4)
LLP) by the liquidators of The Food Retailer Operations Limited in connection
with transactions which took place in 2015 and 2016 relating to the Somerfield
supermarket business acquired by Co-op in 2009.
The amount claimed is approximately GBP450m plus further unquantified
amounts of interest and costs. Co-op strongly disputes both liability
and quantum of the claim and the claim will be vigorously defended.
31 Related party transactions and balances
What does this show? Related parties are companies or people which are
closely linked to the Co-op, such as members of our Board or Executive
(or their families), or our associates and joint ventures. This note
explains the nature of the relationship with any related parties and
provides information about any material transactions and balances with
them.
2022 2021
Relationship GBPm GBPm
Subscription to Co-operatives
UK Limited (i) 0.7 0.7
i) The Group is a member of Co-operatives
UK Limited.
The Group's Independent Society Members (ISMs) include consumer co-operative
societies which, in aggregate, own the majority of the corporate shares
with rights attaching as described in Note 25. The Co-operative Group
has a 76% shareholding in Federal Retail and Trading Services Limited
which is operated as a joint buying group by the Group for itself and
other independent co-operative societies. The Group acts as a wholesaler
to the other independent co-operatives and generates sales from this
and the arrangement is run on a cost recovery basis and therefore no
profit is derived from its activities. Sales to ISMs, on normal trading
terms, were GBP1,855m (2021: GBP1,756m) and the amount due from ISMs
in respect of such sales was GBP144m at 31 December 2022 (2021: GBP134m).
No distributions have been made to ISMs based on their trade with the
Group in either the current or prior periods.
Transactions with directors and key
management personnel
Disclosure of key management compensation is set out in the Remuneration
Report. A number of small transactions (such as the purchase of funeral
services) are entered into with key management in the normal course of
business and are at arm's length. Key management are considered to be
members of the Executive and directors of the Group. Key management personnel
transactions noted in the year are GBP29,000 (2021: GBPnil). Other than
the compensation set out in the Remuneration Report, there were no other
transactions greater than GBP1,000 with the Group's entities (2021: GBPnil).
Total compensation paid to key management personnel is shown below.
2022 2021
Key management personnel compensation GBPm GBPm
Short-term employee
benefits 3.1 3.8
Post-employment benefits 0.1 0.3
Other long-term benefits 1.1 1.3
Termination benefits 1.6 -
Total 5.9 5.4
32 Principal subsidiary undertakings
What does this show? This note shows the main companies and societies
we own, what percentage we own and the type of business they are involved
in.
All of the principal subsidiary undertakings as at the period end are
registered in England and Wales and their principal place of business
is the UK. See general accounting policies section for a Group structure
diagram.
Society
holding
% Nature of business
Angel Square Investments Ltd 100 Holding company
CFS Management Services Ltd* 100 Service company
Co-operative Group Holdings (2011)
Ltd 100 Property management
Co-operative Group Food Ltd 100 Food retailing
Co-operative Foodstores Ltd 100 Food retailing
Nisa Retail
Ltd 100 Food wholesaling
Co-op Insurance Services Limited 100 Insurance (marketing)
Funeral Services
Ltd 100 Funeral directors
Co-op Funeral Plans Ltd 100 Funeral plan services
Co-operative Legal Services
Ltd 100 Legal services
Rochpion Properties (4) LLP 100 Holds property
All of the above have been fully consolidated into the Group's accounts.
There are no non-controlling interests in any of these entities.
Notes
i) All of the principal subsidiaries are audited by EY LLP.
ii) *CFS Management Services Ltd ceased trading on 31 December 2021.
iii) All transactions between entities are in the usual course of business
and are at arm's length.
33 Membership and community reward
What does this show? This note shows the number of active members that
we have at the end of the period as well as the benefits earned by those
members for themselves and their communities during the period. Active
members are defined as those members that have traded with one or more
of our businesses within the last 12 months.
Members 2022 2021
(unaudited) (unaudited)
m m
Active members 4.4 4.2
Membership and community rewards (within the income
statement) GBPm GBPm
Member reward earned 20 21
Community reward earned 18 19
Total reward 38 40
Member and Community rewards are both earned at 2% (4% in total) of eligible
spend.
Full details of our overall investment in our Communities
can be found in our Co-operate Report.
34 Events after the reporting
period
What does this show? This note gives details of any significant events
that have happened after the balance sheet date but before the date that
the accounts are approved. These are things that are of such significance
that it is appropriate to give a reader of the accounts further detail
as to the impact of such events on the financial statements or any expected
likely impact in future periods.
Bond liability management exercise - on the 1st March 2023 the Group
repurchased GBP100m of the GBP300m 5.125% Sustainability Bond (due May
2024) from bond holders following an over-subscribed tender exercise.
This was announced to the market on 27th February 2023. The bonds were
bought back at 99% of par value.
Rolling Credit facility (RCF) refinancing - on the 20th of March 2023
we concluded an amendment and extension exercise for our Revolving Credit
Facility. As a result, our GBP400m RCF will increase in size to GBP442.5m
until September 2024 when it will fall to GBP360m. The GBP360m facility
will mature in March 2026. New sustainability metrics will be added into
the facility during 2023, linking Co-op's commitment to sustainability
with its financial facilities.
35 Disposal of petrol forecourt sites
What does this show? We have sold our petrol forecourt sites during
the year. Given the scale of the disposal we have provided some additional
information in this note to help our members to understand the impact
of the sale on our financial statements. This includes the profit that
we have recorded on the disposal as well as the impact on our year-end
Balance sheet and Income statement going forward.
On 31 August 2022 the Group announced its intention to sell its 129 petrol
forecourt sites to Asda. The deal completed as planned on 30th October
2022 for an enterprise value of GBP438m (GBP609m including IFRS 16 lease
liabilities) with a purchase price of GBP458m, including GBP24m of non-cash
consideration and the sale is therefore not impacted by the ongoing CMA
review.
For Interim (HY22) reporting the assets and liabilities associated with
the sites were classified as held for sale in our consolidated balance
sheet as their disposal was highly probable at the half-year date. For
full-year reporting and as the sale has now completed then the assets
and liabilities associated with the disposal have been removed from the
Group's consolidated balance sheet and the profit on sale has been recognised
in our Consolidated income statement.
The results of our petrol forecourt sites, up to the point of disposal
on the 30th October, are classified as Continuing operations within our
Income statement and are included within the results of our Food business
(see Note 1; Operating Segments). The disposal of our petrol forecourt
sites does not meet the threshold for classification within Discontinued
Operations (see the Key Judgements section of our Accounting Policies
and Basis of Preparation section).
As part of the sale process the petrol sites will transfer on a rolling
basis during a handover period of approximately 12 months which is governed
by a transitional service agreement. The Group have assessed the nature
of the arrangement and concluded that Co-op are acting as agent in the
facilitation of the transaction for the end customer, but as a principal
for supplying goods to AFS under the service agreement, and consequently
will record the revenue and costs of supplying the goods gross, as well
as recording the outsourcing fee charged to AFS (Arthur Foodstores Limited
- the entity that was sold to Asda) in income.
Balance Sheet on disposal (petrol forecourt Oct 30th 2022
sites) GBPm
Property, plant and equipment 89
Right-of-use assets (leases) 131
Goodwill and intangibles 107
Inventories 19
Trade and other receivables 43
Cash in hand 5
Deferred
tax assets 2
Total assets 396
Lease liabilities 171
Trade and other payables 97
Total liabilities 268
Net book value disposed 128
Profit on disposal (petrol forecourt sites) GBPm
Consideration - cash received 434
Consideration - non-cash* 29
Costs to
sell (16)
Net book value disposed
(as above) (128)
Profit on disposal (petrol
forecourt sites) 319
*Non-cash consideration comprised GBP24m of intercompany loan novation
from Co-operative Foodstores Limited to Asda. Total consideration of
GBP463m differs from the purchase price of GBP458m stated above due to
GBP5m of corporation tax group relief written off.
** Proceeds received in 2022 per the Cashflow statement of GBP408m comprise
the GBP434m cash proceeds noted above (net of GBP10m not yet received
pending final completion accounts) less costs to sell of GBP16m as noted
above.
Income statement result from petrol forecourt sites - GBPm
year to point of disposal on 30th October 2022
Sales 842
Operating
profit 47
Cashflows from petrol forecourt sites - year to point GBPm
of disposal on 30th October 2022
Net cash from operating
activities 78
Accounting policies and basis of preparation
What does this show? This section outlines the general accounting policies
that relate to the financial statements as a whole. Details of other
accounting policies are included within the notes to the financial statements
to which they relate. This allows readers easy access to the relevant
policy. This section also gives details of the impact of any new accounting
standards that we've applied for the first time and the expected impact
of upcoming standards that will be adopted in future years where that
impact is likely to be significant.
Status of financial information
The financial information, which comprises the Consolidated income statement,
Consolidated statement of comprehensive income, Consolidated balance
sheet, Consolidated statement of changes in equity, Consolidated statement
of cash flows and related notes, is derived from the full Group financial
statements for the 52 weeks to 31 December 2022 prepared in accordance
with International Financial Reporting Standards.
The Group Annual Report and Financial Statements 2022, on which the auditors
have given an unqualified report and which does not contain a statement
under part 7, section 87(4) or (7) of the Co-operative and Community
Benefit Societies Act 2014, will be submitted to the Financial Conduct
Authority following the 2022 Annual General Meeting.
General information
Co-operative Group Limited ('the Group') is a registered co-operative
society domiciled in England and Wales. The address of the Group's registered
office is 1 Angel Square, Manchester, M60 0AG, and the trading locations
of all stores and branches can be located on our website https://www.coop.co.uk/store-finder.
Basis of preparation
The Group accounts have been prepared in accordance with UK adopted
international accounting standards for the 52 week period ended 31 December
2022 and in conformity with the requirements of the Co-operative and
Community Benefit Societies Act 2014. As permitted by statute, a separate
set of financial statements for the Society are not included.
The accounts are presented in pounds sterling and are principally prepared
on the basis of historical cost. Areas where other bases are applied
are explained in the relevant accounting policy in the notes. Amounts
have been rounded to the nearest million. The accounting policies set
out in the notes have been applied consistently to all periods presented
in these financial statements, except where stated otherwise. The accounts
are prepared on a going concern basis. See later section on 'Going Concern'.
Climate Change Considerations
In preparing the Groups' Consolidated Financial statements management
has considered the impact of climate change covering both the financial
statements and the disclosures included in the Strategic report. This
included an assessment of the potential impact of, and associated responses
to, climate change, and how that could impact the non-current assets
that we hold as well as our expectations of future trading conditions.
This assessment did not identify any requirement to shorten asset lives
of the Group's asset base and neither did it identify any material impact
on the valuation of the Group's assets or liabilities or the cashflow
forecasts used to assess the going concern basis and the viability statement.
Furthermore, our forecasts do not include any material spend in relation
to climate change. The Group will keep this assessment under review and
continue to monitor developments in the future.
Basis of consolidation
The financial statements consolidate Co-operative Group Limited, which
is the ultimate parent society, and its subsidiary undertakings. The
Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. The financial statements
of subsidiaries are included in the consolidated financial statements
from the date that control commences until the date that control ceases.
The diagram overleaf shows the composition of the Group and its principal
subsidiaries. Further details can be found in Note 32 (Principal subsidiary
undertakings). A full list of subsidiaries that make up the Group for
the purposes of these financial statements can be found at: http://www.co-operative.coop/investors/rules
Accounting dates
The Group and its main trading subsidiaries prepare their accounts to
the first Saturday of January unless 31 December is a Saturday. These
financial statements are therefore prepared for the 52 weeks ended 31
December 2022. Comparative information is presented for the 52 weeks
ended 1 January 2022. Since the financial periods are virtually in line
with calendar years, the current period figures are headed 2022 and the
comparative figures are headed 2021.
Co-operative Insurances Services Limited and certain small holding companies
have also prepared accounts for the period ended 31 December 2022.
One-off items and non-GAAP (Generally Accepted Accounting Procedures)
measures
One-off items include costs relating to activities such as large restructuring
programmes and costs or income which would not normally be seen as costs
or income relating to the underlying principal activities of the Group.
To help the reader make a more informed judgement on the underlying
profitability of the Group, a non-GAAP measure: underlying profit before
tax, has been presented. This is shown at the bottom of the income statement
and we show the adjustments between this measure and operating profit.
In calculating this non-GAAP measure, property and business disposals
(including individual store impairments), the change in value of investment
properties and one-off items are adjusted for.
Offsetting
Financial assets and financial liabilities are offset and the net amount
reported in the balance sheet when there is a legally enforceable right
to do so and there is an intention to settle on a net basis, or realise
the asset and settle the liability simultaneously.
Significant accounting judgements, estimates and assumptions
The preparation of financial statements that comply with IFRS requires
management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based
on historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may
differ from these estimates.
Key judgements
In the process of applying the Group's accounting policies, management
has made the following key judgements which have the most significant
impact on the consolidated financial statements:
-- Determination of accretion rate: Funeral plans
A significant accounting judgement is present in deriving a suitable
accretion rate to apply to the monies received from a customer when they
purchase a funeral plan. The accretion rate is required to reflect the
borrowing rate that would be applied between the Group and the customer
in a separate financing transaction reflecting similar credit characteristics
and similar security at the point the contract is entered into. These
rates are then fixed for the duration of the plan and we have plans which
are up to 36 years old. We derive the relevant accretion rates based
upon UK AA rated average corporate bond yields.
When a customer enters into a funeral plan, the monies they pay to the
Co-op, less an admin fee, are invested in whole of life insurance policies
with FCA regulated institutions protected by the Government's financial
services compensation scheme. For further protection, the proceeds of
the investments are held on trust by an independent trustee, Apex Corporate
Trustees (UK) Limited, to ensure that the customer is entitled to the
benefit of the invested monies in the event that the Group goes out of
business. Given this protection and security, a UK AA rated average corporate
bond yield is considered to have a similar risk profile as that of a
separate financing transaction between the Group and a customer and hence
a suitable reference point for an accretion rate.
-- Determining the lease term of contracts with extension and termination
options
The Group determines the lease term as the non-cancellable term of the
lease, together with any periods covered by an option to extend the lease
if it is reasonably certain to be exercised, or any periods covered by
an option to terminate the lease, if it is reasonably certain not to
be exercised.
The Group has the option, under some of its leases to lease the assets
for additional terms of 5 to 10 years. The Group applies judgement in
evaluating whether it is reasonably certain to exercise the option to
renew. That is, it considers all relevant factors that create an economic
incentive for it to exercise the renewal. After the commencement date,
the Group reassesses the lease term if there is a significant event or
change in circumstances that is within its control and affects its ability
to exercise (or not to exercise) the option to renew.
-- Petrol forecourt disposal
The Group has disposed of 129 petrol sites during the year. The performance
of these sites has not been classified within Discontinued operations
in our Income statement (so has remained within Continuing operations
to the date of disposal) as it is our judgement that the sites sold do
not constitute a major separate line of business. This is in line with
how these sites were run operationally and how performance was reported
to our Board.
As part of the sale process the petrol sites will transfer to the purchaser
on a rolling basis during a handover period of approximately 12 months
which is governed by a transitional service agreement. The Group have
assessed the nature of the arrangement and concluded that Co-op are acting
as an agent rather than a principal under the service agreement and consequently
will only record the outsourcing fee received during the transitional
period for the services provided. Co-op is not responsible for providing
the services to the end customer. We have also considered IFRS 10 and
concluded that Co-op is not the decision maker during the transition
period, nor does it exercise influence over decision making. Co-op is
required under the sale agreement to provide specific services in a pre-determined
manner.
The Group has disposed of 129 petrol sites during the year through the
disposal of the company Arthur Foodstores Limited (AFS). The performance
of these sites has not been classified within Discontinued operations
in our Income statement (so has remained within Continuing operations
to the date of disposal) as it is our judgement that the sites sold do
not constitute a major separate line of business. This is in line with
how these sites were run operationally and how performance was reported
to our Board.
As part of the sale process the petrol sites will transfer to the purchaser
on a rolling basis during a handover period of approximately 12 months
which is governed by a transitional service agreement. The Group have
considered IFRS 10 and concluded that Group is not the decision maker
during the transition period, nor does it exercise influence over decision
making. The considerations under IFRS10 are as below:
a) Power over the investee - in the transitional service agreement period
the Group is obligated to provide Co-op Group branded and non branded
goods to AFS, however it is clearly stated in the franchise agreement
that in this relationship, Group acts as an agent. The Group also has
no voting rights, rights to change key management personnel, appoint
or remove an entity that directs the activities or direct or veto AFS
in transactions for the benefit of the Group. Therefore, we are confident
Group does not have power over AFS.
b) Exposure, or rights, to variable returns from its involvement - the
only returns for the Group are the outsourcing fee at a variable % of
net sales, but the magnitude and variability of this is not significant
enough for the Group to have control.
c) The ability to use its power over the investee to affect the amount
of investor's returns - scope of decision making is limited to the activities
set out in the franchise agreement and the Group has limited power to
change the basis of operation, Group makes an overarching commitment
to not treat the AFS properties differently to the core estate during
the transition period but Asda acts as a guarantee for the franchise
agreement and therefore ultimately has responsibility for performance
of the business, remuneration is proportionate to the services provided
to AFS at a % of grocery net sales and is largely in line with the basis
used for other franchise agreements in the Group, and Group has no other
interests in AFS to provide returns.
In regard to the recognition of revenue, the Group has assessed the considerations
of IFRS15 to determine that with regards to the end customer, Group acts
as an agent, but in relation to the sale of stock to AFS the Group is
the principal. This means that the (equal and opposite) revenue and cost
of sales associated with providing the goods to the AFS stores is recorded
gross rather than net in the case of an agent, and the outsourcing fee
is also recognised gross.
The Group has considered the 3 examples from IFRS15 B37 in relation to
sales to AFS to come to the conclusion that Group is acting as the principal:
a) Primary responsibility for the good or service meeting customer satisfaction
- Group's responsibility in the franchise agreement is to provide Co-op
Group branded and non branded goods on the same basis as pre-sale, and
therefore has the responsibility to provide the stock to meet AFS's specifications.
b) Inventory risk - Until stock ordered for AFS is delivered to the
stores, it is held in the depots and the Group holds the risk of leakage
or wastage. If any goods were delivered faulty, AFS could return these
and Group would have to take the cost of replacing this stock.
c) Discretion in establishing the price - this is limited due to the
CMA investigation and is therefore a neutral point.
Key estimates and assumptions:
The key assumptions and areas of uncertainty around key assumptions
at the reporting date that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the
next financial year, are described below.
The Group based its assumptions and estimates on information available
when the financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market
changes or circumstances arising that are beyond the control of the Group.
Such changes are reflected in the assumptions when they occur.
-- Pensions (Note 27) - the Group's defined benefit pension obligations
are determined following actuarial advice and are calculated using the
projected unit method. The assumptions used are the best estimates chosen
from a range of possible actuarial assumptions which may not necessarily
be borne out in practice. The most significant assumptions relate to
the determination of the discount rate, future salary increases, mortality
rates and future pension increases. Due to the complexities involved
in the valuation and its long-term nature, the Group's defined benefit
obligation is highly sensitive to changes in these assumptions. Further
details of the financial and demographic assumptions that have been used
are shown in Note 27 along with associated sensitivities to those assumptions.
-- Impairment of non-financial assets (Notes 11, 12 & 13) - the carrying
amount of non-financial assets (such as property, plant and equipment,
right-of-use assets, goodwill and intangibles) are reviewed at each balance
sheet date and if there is any indication of impairment, the asset's
recoverable amount is estimated.
The recoverable amount is the greater of the fair value of the asset
(less costs to sell) and the value in use of the asset. An impairment
loss is recognised whenever the carrying amount of an asset or its cash-generating
unit (CGU) exceeds its estimated recoverable amount. For property assets
the fair value less costs to sell are measured using internal valuations
based on the rental yield of the property.
This review is performed annually or in the event where indicators of
impairment are present. At 31 December 2022, the Group has considered
whether general uncertainty in the wider macro-economic environment including
the cost-of-living crisis, rising inflation, energy price increases,
the on-going conflict in Ukraine as well as the continuing impacts of
the COVID-19 pandemic has the potential to represent a significant impairment
indicator.
Despite the difficult trading conditions and associated additional costs
of serving our customers the Group's main business areas have proven
resilient and the performance of the Group's cash-generating units has
remained strong. Therefore, management concluded that the impact of the
factors noted on the longer term outlook for these cash generating units
did not constitute an indicator of significant impairment and hence a
full impairment test across all CGUs was not required. This judgement
is unchanged from 1 January 2022.
The Group estimates the value in use of an asset by projecting future
cash flows into perpetuity and discounting the cash flows (DCF) associated
with that asset at a pre-tax rate of between 10-11% (2021: 7-9%) dependent
on the business. The key assumptions used to determine the recoverable
amount for the different CGUs, and the sensitivity analysis that is undertaken,
are disclosed and further explained in Notes 11 and 13.
The Group is currently working to identify the physical risk to our
business and supply chains from the changing climate, along with the
potential impact of policy, technology and market changes as we transition
to a lower carbon future. This is a developing area with inherent uncertainty
which is constantly evolving. The work being undertaken will help inform
our overall response to the risks and opportunities that are identified.
Our assessment of the impact of climate-related risk and related expenditure
is reflected in the financial models and plans and will continue to be
monitored in future periods.
-- Provisions (Note 24) - a provision is recognised in the balance sheet
when the Group has a legal or constructive obligation as a result of
a past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation. If the effect is material,
provisions are determined by discounting the expected future cash flows
at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability.
The most significant provision for the Group relates to property provisions
for non-rental costs associated with properties that are no longer used
for trading purposes and significant assumptions and estimates are made
in relation to the estimation of future cash flows and the discount rate
applied. See Note 24 for further details.
-- Pre-need funeral plan obligations (Notes 14 & 23) - the Group holds
investments on the balance sheet in respect of funeral plan policies
which are predominantly invested in individual whole-of-life insurance
policies and, to a much smaller extent, independent trusts.
The investments are also subject to an annual actuarial valuation at
a portfolio level. This gives an assessment as to the headroom of the
funeral plan investments over an estimated present value (on a wholesale
basis) of delivering the funeral. The headroom (pre-tax) is estimated
to be GBP471m (2021: GBP295m), see Note 14.
The actuarial report is a best estimate and is neither deliberately
optimistic nor pessimistic. It is prepared by independent actuaries based
on management assumptions such as future funeral and disbursement inflation.
It's not possible to reasonably forecast future inflation rates with
any certainty but to aid the reader and for illustrative purposes each
0.5% (50 basis points) increase in the inflation assumption would reduce
the surplus by approximately GBP53m (2021: GBP94m). Each 0.5% (50 basis
points) reduction in the discount rate would reduce the surplus by approximately
GBP34m (2021: GBP70m). Both of these sensitivities include allowance
for assets held that would move in line with liabilities.
Under the revised IAS 37 approach the actuarial cost to be used in the
assessment of onerous liabilities should be the lower of the wholesale
cost and the internal cost per redemption calculated under the standard
(and on this basis the "wholesale" cost has been used). The wholesale
actuarial valuation is based upon the Group's estimate of the direct
cost for a third party funeral director to perform the promised services
and the payment of associated disbursements (crematoria, clergy fees
etc) as if the Group were not in a position to carry out these funerals.
The future Group administrative costs of maintaining the current funeral
plans are allowed for, but no allowance is made for any incremental overheads
of the third party because it's assumed that the provider could absorb
these funerals into their existing infrastructures.
These costs do not represent the expected internal cost of fulfilling
the funeral and allowing for these costs in the valuation may materially
affect the results.
New and amended standards adopted
by the Group:
The Group has considered the following standards and amendments that
are effective for the Group for the period commencing 2 January 2022
and concluded that they are either not relevant to the Group or do not
have a significant impact on the financial statements :
-- Onerous contracts - Costs of Fulfilling a Contract - Amendments to
IAS 37
-- Reference to the Conceptual Framework - Amendments to IAS 3
-- Property, Plant and Equipment: Proceeds before Intended Use - Amendments
to IAS 16 Leases
-- IFRS 1 First-time Adoption of International Financial Reporting Standards
- Subsidiary as a first-time adopter
-- IFRS 9 Financial Instruments - Fees in the '10 per cent' test for
derecognition of financial liabilities
-- IAS 41 Agriculture - Taxation in fair value measurements
Standards, amendments and interpretations issued but not yet effective
Certain new accounting standards and interpretations have been published
that are not mandatory for 1 January 2022 reporting periods and the Group
has not early adopted the following standards and statements.
The adoption of these standards is not expected to have a material impact
on the Group's accounts:
-- Amendments to IAS 8 - Definition of Accounting Estimates *
-- Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of
Accounting Policies *
-- Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities
arising from a Single Transaction *
* Effective for annual periods beginning on or after 1 January 2023.
The adoption of the following standard will have a material impact on
the Group's accounts when adopted and the Group's assessment of the impact
of the new standard and interpretation is set out below:
Nature
of the In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS
change 17), a comprehensive new accounting standard for insurance
contracts
covering recognition and measurement, presentation and
disclosure.
Once effective, IFRS 17 will replace IFRS 4 Insurance
Contracts
(IFRS 4) that was issued in 2005.
IFRS 17 applies to all types of insurance contracts (i.e.,
life,
non-life, direct insurance and re-insurance), regardless of
the
type of entities that issue them, as well as to certain
guarantees
and financial instruments with discretionary participation
features.
A few scope exceptions will apply.
The overall objective of IFRS 17 is to provide an accounting
model for insurance contracts that is more useful and
consistent
for insurers. In contrast to the requirements in IFRS 4, which
are largely based on grandfathering previous local accounting
policies, IFRS 17 provides a comprehensive model for insurance
contracts, covering all relevant accounting aspects. IFRS 17
requires
insurance liabilities to be measured at a current fulfilment
value
and provides a more uniform measurement and presentation
approach
for all insurance contracts.
The core of IFRS 17 is the general model, supplemented by:
-- A specific adaptation for contracts with direct
participation
features (the variable fee approach)
-- A simplified approach (the premium allocation approach)
mainly
for short-duration contracts
The new standard will apply to all of the Group's funeral
plans.
It will further divide plans between those paid over up to one
year and those paid over longer instalments (where Group
waives
the remaining payments if a customer dies during the payment
term
subject to conditions). The standard also covers the
re-insurance
of the payment waiver risk.
All of our funeral plans and re-insurance contracts are held
by
Co-op Funeral Plans Limited ('CFPL') a wholly owned subsidiary
of the Group. The plans were transferred to CFPL from Funeral
Services Limited (FSL) in the first half of 2022. As FSL held
plans after 2 January 2022 its opening balance sheet will need
to be restated for the transition to IFRS 17. In future years
FSL will only contain our at-need funeral business and as such
will not be impacted by IFRS 17. Our insurance marketing and
distribution
business Co-op Insurance Services Limited ('CISL') is not
impacted
by IFRS 17.
Impact The adoption of IFRS 17 in 2023 will represent a fundamental
- change to the way that we currently account for all of our funeral
plans and waiver insurance policies under IFRS 15. The main
General areas of change will be:
-- Profit recognition - we currently recognise revenue from
funeral plans when the funeral is arranged. IFRS 17 requires
revenue to be recognised over the contract coverage period.
-- Liability measurement - the current accounting under IFRS
15 does not remeasure the liability to reflect a current estimate
of the future cash flows to provide the funeral. IFRS 17 requires
actuarial modelling of the liability, updated each reporting
period for current estimates of expected cash flows.
-- Reinsurance - waiver insurance costs are currently expensed
as incurred. IFRS 17 requires the cash flows to be modelled
and the expense to be recognised over the contract coverage
period.
-- Opening equity - at 2 January 2022 opening reserves will
need to be restated consistently with IFRS 17.
-- Level of aggregation - under IFRS 17 we'll need to separate
our insurance contracts (our funeral plans and waiver insurance
policies) into portfolios consisting of contracts that are subject
to similar risks and that are managed together. Portfolios are
further sub-categorised into groups and cohorts. This disaggregation
is a new concept to Group and important for determining if a
set of contracts is onerous, how contracts are presented and
how profit or loss is recognised. If contracts are onerous,
we'll need to recognise a loss component and allocate that over
time.
Impact Management are currently reviewing the likely impact of the
- continued change in accounting on our financial statements although the
changes are expected to be material. For illustrative purposes
Income only; the tables below show how and where the adoption of IFRS
Statement 17 is expected to impact the Group's primary statements (so
no numbers are provided).
Consolidated Income Statement:
-- Net Revenue
The result of our insurance activities will be shown separately
from the Group's main Revenue line:
- Insurance revenue
- Insurance service expenses
- Insurance service result
-- Insurance finance income / expense
Finance income / expense will include the following items:
- Net finance expense from insurance contracts
- Net finance income from reinsurance contracts
Under IFRS 17 the Group may elect to disaggregate certain elements
of finance income / expense that arise due to changes in assumptions
(such as the discount rate or inflation) and record the impact
of those changes in Other comprehensive income (OCI) rather
than in the Income statement.
-- Net expenses from reinsurance contracts
A new line will be included in the Income statement:
- Net expenses from reinsurance contracts
Impact Consolidated Balance Sheet:
- continued
-- Assets
Balance Contract assets, which includes fulfilment costs (acquisition
Sheet costs) of funeral plans, will be included in the measurement
of insurance contract liabilities and no longer recognised as
an asset. A new line item called Reinsurance contract assets
will be included in our balance sheet.
-- Liabilities
Contract liabilities in the balance sheet will be replaced
with insurance contract liabilities.
-- Opening reserves
The adoption of IFRS 17 will require us to restate our opening
balance sheet position as at 2nd January 2022.
Impact Reconciliation of Operating profit to net Cashflow:
- continued
-- Contract Assets
Reconciliation Contract assets (deferred fulfilment / acquisition costs) will
of Operating be included in the measurement of the insurance contract liabilities.
profit to As such, the "Increase / or decrease in contract assets" line
net cashflow in the reconciliation of operating profit to net cashflow will
no longer be required.
-- Contract Liabilities
The line item "Increase / or decrease in contract liabilities"
will be replaced with "Increase / or decrease in insurance contract
liabilities".
-- Re-insurance contract assets
A new line item called "Decrease/(increase) in reinsurance
contract assets" will be included.
Date of
adoption Applicable to annual reporting periods beginning on or after
by the Group 1 January 2023 - for the Group this is next year's financial
statements (2023) and the first time we report under IFRS 17
will be at the half-year 2023.
The application is retrospective so we will be restating opening
reserves as at 2 January 2022.
Going concern basis of preparation
The Directors have considered the Group's business activities, together
with the factors likely to affect its future development, performance
and position. The Directors have also assessed the financial risks facing
the Group, its liquidity position and available borrowing facilities.
These are principally described in Note 21 to the accounts.
In addition, notes 21 and 28 also include details of the Group's objectives,
policies and processes for managing its capital, its financial risk management
objectives and its financial instruments and hedging activities. The
ongoing impact of the Ukraine/ Russia conflict and the UK recession have
been taken into account, as explained in more detail in the Directors'
Report.
In making their assessment the Directors have noted that the consolidated
group accounts show a net current liability position. This is not uncommon
for a retail business and represents the usual balance sheet position
for Co-op and consequently the Directors do not believe that the net
liability position impacts their overall assessment of Going Concern
as outlined hereafter. The Group meets its working capital requirements
through a number of separate funding arrangements, as set out in detail
in Note 28, certain of which are provided subject to continued compliance
with certain covenants (Debt Covenants). Profitability and cash flow
forecasts for the Group, prepared for the period to December 2024 (the
forecast period), and adjusted for sensitivities considered by the Board
to be severe but plausible in relation to both trading performance and
cash flow requirements, indicate that the Group will have sufficient
resources available within its current funding arrangements to meet its
working capital needs, and to meet its obligations as they fall due.
Sensitivities have been applied to the market conditions of each of our
trading businesses, as well as applying sensitivities to our key strategic
activities and in respect to the ongoing energy cost increases, inflation
and supply constraints.
Further details of the Director's assessment can be found in the Going
concern and Longer Term Viability sections of the Directors' report.
After making all appropriate enquiries, the Directors have not identified
any material uncertainties and have a reasonable expectation that the
Society and the Group have access to adequate resources to enable them
to continue in operational existence for the foreseeable future. For
this reason, they continue to adopt the going concern basis in preparing
the Group's financial statements.
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