TIDMNTEA

RNS Number : 2697M

Northern Electric PLC

26 April 2018

The following regulated information, disseminated pursuant to DTR 6.3.5, comprises the Annual Report and Accounts of Northern Electric plc for the year ended 31 December 2017.

Pursuant to LR 14.3.6, the document has been submitted to the National Storage Mechanism and will shortly be available for inspection at:

www.hemscott.com/nsm.do

The 2017 Annual Report and Accounts are also available on the website

http://www.northernpowergrid.com/document-library/financial

Enquiries:

   Jenny Riley           01977 605155 

REGISTERED NUMBER: 02366942 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER 2017

FOR

NORTHERN ELECTRIC PLC

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARED 31 DECEMBER 2017

Page

 
Company Information   1 
 
 
Group Strategic Report   2 
 
 
Report of the Directors   13 
 
 
Report of the Independent 
 Auditor                    18 
 
 
Consolidated Statement of 
 Profit or Loss             26 
 
 
Consolidated Statement of 
 Profit or Loss and Other 
 Comprehensive Income        27 
 
 
Consolidated Statement of 
 Financial Position         28 
 
 
Company Statement of Financial 
 Position                        29 
 
 
Consolidated Statement of 
 Changes in Equity          30 
 
 
Company Statement of Changes 
 in Equity                     31 
 
 
Consolidated Statement of 
 Cash Flows                 32 
 
 
Company Statement of Cash 
 Flows                      33 
 
 
Notes to the Consolidated 
 Financial Statements       34 
 

NORTHERN ELECTRIC PLC GROUP

COMPANY INFORMATION

FOR THE YEARED 31 DECEMBER 2017

                               DIRECTORS:                                              T E Fielden 

T H France

P J Goodman

P A Jones

J N Reynolds

 
  COMPANY SECRETARY:  J C Riley 
 
                               REGISTERED OFFICE:                             Lloyds Court 

78 Grey Street

Newcastle upon Tyne

NE1 6AF

                               REGISTERED NUMBER:                          02366942 (England and Wales) 
                               AUDITOR:                                                    Deloitte LLP 

Statutory Auditor

Newcastle upon Tyne

United Kingdom

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

The directors present the annual reports and financial statements for the year ended 31 December 2017of Northern Electric plc (the "Company")which have been drawn up and are presented in accordance with the Companies Act 2006.

BUSINESS MODEL

The Company is part of the Northern Powergrid Holdings Company group of companies (the "Northern Powergrid Group") and acts as a holding company of Northern Powergrid (Northeast) Limited ("Northern Powergrid"), Integrated Utility Services Limited ("IUS") and Northern Powergrid Metering Limited ("NPg Metering"), collectively, (the "Group"). Northern Powergrid is an authorised distributor under the Electricity Act 1989 and holds an electricity distribution licence granted by the Secretary of State. As a distribution network operator ("DNO"), Northern Powergrid distributes electricity, at voltages of up to 132 kilovolts ("kV"), to approximately 1.6 million customers connected to its electricity distribution network within its distribution services area in the northeast of England. IUS provides engineering contracting services and NPg Metering rents meters to energy suppliers.

In common with the Northern Powergrid Group, the Group operates a business model and strategy based on six core principles (the "Core Principles"), which are:

 
 Core Principle     Strategic               Key Performance Indicators 
                     objective               ("KPI") 
-----------------  ----------------------  --------------------------------------- 
   Financial        Strong finances              × Profitability 
    strength         that enable                  × Maintenance of investment 
                     improvement                  grade credit ratings 
                     and growth.                  × Cash flow 
  ---------------  ----------------------  --------------------------------------- 
   Customer         Delivering                   × Broad measure of customer 
    service          exceptional                  satisfaction 
                     customer                     × Stakeholder Engagement 
                     service.                     and Customer Vulnerability 
                                                  rank 
  ---------------  ----------------------  --------------------------------------- 
   Operational      High-quality,                × Customer Minutes Lost 
    excellence       efficient                    × Customer Interruptions 
                     operators                    × Network investment 
                     running                      × High voltage restoration 
                     a smart                      time 
                     reliable                     × Customers with Power 
                     energy system.               Cuts over 12 hours 
  ---------------  ----------------------  --------------------------------------- 
   Employee         High-performing              × Occupational Safety 
    commitment       people doing                 and Health Administration 
                     rewarding                    Rate 
                     jobs in                      × Preventable Vehicle 
                     a safe and                   Accidents 
                     secure workplace.            × Lost time accidents 
                                                  × Restricted duty accidents 
                                                  × Medical treatment 
                                                  accidents 
                                                  × Operational incidents 
                                                  × Absence rate 
  ---------------  ----------------------  --------------------------------------- 
   Environmental    Leaders                      × Total Oil/Fluid Lost 
    respect          in environmental             × SF6 Gas discharges 
                     respect                      × Environmental Incidents 
                     and low                      × Carbon Footprint 
                     carbon technologies. 
  ---------------  ----------------------  --------------------------------------- 
   Regulatory       Trustworthy,                 × Quarterly certification 
    integrity        fair and                     process 
                     balanced, 
                     creating 
                     win-win 
                     outcomes. 
  ---------------  ----------------------  --------------------------------------- 
 

Each of the core principles defined above has a strategic objective which is achieved through the delivery of a strategic focus, as set out in the Strategic Report. The level of success in achieving the strategic focus and therefore the delivery of each strategic objective is measured using KPI's.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR

 
                       FINANCIAL STRENGTH 
--------------------  ---------------------------------------------------- 
 Strategic objective   KPI                          2016/17      2015/16 
--------------------  --------------------------  -----------  ----------- 
 Strong finances       Operating Profit             GBP180.2     GBP181.2 
  that enable                                        million      million 
  improvement 
  and growth 
--------------------  --------------------------  -----------  ----------- 
                       Credit Rating (Standard         A            A 
                        & Poor's) 
--------------------  --------------------------  -----------  ----------- 
                       Cash      Operating          GBP159.6     GBP168.9 
                        Flow      activities         million      million 
                      --------  ----------------  -----------  ----------- 
                                 Investing         GBP(279.9)   GBP(214.8) 
                                  activities         million      million 
--------------------  --------  ----------------  -----------  ----------- 
 

Strategic focus: To provide the financial resources to support long-term corporate stability.

Performance during the year: The Group continued to maintain good control in respect of both its capital and operating costs by effectively managing the financial risks that could have had an adverse impact on its business.

Revenue: The Group's revenue at GBP403.4 million was GBP18.5 million higher than the prior year due to higher smart meter rental income and engineering contracting revenue.

Operating profit and position at the year-end: The Group's operating profit of GBP180.2 million was GBP1.0 million lower than the previous year, primarily reflecting higher depreciation charges, increased business rates and pension costs, partially offset by higher metering profits. The statement of financial position on page 27 and 28 shows that, as at 31 December 2017, the Group had total equity of GBP1,111.8 million. The directors consider the Group to have a strong financial position which, when coupled with the preference of its parent company, Berkshire Hathaway Energy Company ("Berkshire Hathaway Energy"), for operating with lower levels of debt than equivalent companies in the sector, creates a stable base for continued strong performance during the ED1 period.

Finance costs and investments: Finance costs net of investment income at GBP40.3 million were GBP1.2 million higher than the prior year due to the impact of a full year of 2016 financing and lower investment income.

Taxation: The effective tax rate in the year was 20.5%. Corporation tax of GBP21.3 million was paid in the year which was higher than the prior year of GBP8.6 million due to the conclusion of a tax claim with HM Revenue & Customs in 2016. Details of the income tax expense are provided in Note 7 to the financial statements.

Share capital: There were no changes to the Company's share capital during the year.

Cash flow: The Group aims to collect from customers and pay suppliers within contracted terms. Any surplus cash held is remitted to Yorkshire Electricity Group plc ("YEG"), a company in the Northern Powergrid Group, and invested accordingly, generating a market rate of return for the Group. Movements in cash flows were as follows:

- Operating activities: Cash flow from operating activities at GBP159.6 million was GBP9.3 million lower than the previous year, mainly due to higher tax paid partially offset by higher operating profit before depreciation.

- Investing activities: Net cash used in investing activities at GBP279.9 million was GBP65.1 million higher than the prior year reflecting higher purchase of property, plant and equipment partly offset by higher customer contributions.

- Financing activities: The net cash from in financing activities at GBP136.4 million was GBP98.8 million higher than prior year reflecting smart meter financing in 2017partially offset by a larger dividend payment in 2016 than in 2017.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR - continued

FINANCIAL STRENGTH - continued

Pensions: The Company is the principal employer of the Northern Powergrid Group of the Electricity Supply Pension Scheme (the "DB Scheme"), a defined benefit scheme. Full details of the Company's commitments to the DB Scheme and the associated deficit repair payments are provided in Note 27 to the accounts. Companies in the Group also participate in the Northern Powergrid Pension Scheme, which is a defined contribution scheme.

Insurance: As part of its insurance and risk strategy, the Northern Powergrid Group has in place insurance policies which cover risks associated with employees, third party motor and public liability. The Northern Powergrid Group carries appropriate excesses on those policies and is effectively self-insured up to the level of those excesses. Consequently, the risk management and health and safety programmes are extremely important, given the contribution they make to the elimination or reduction of exposure to such risks.

 
                        CUSTOMER SERVICE 
---------------------  ------------------------------------------ 
 Strategic              KPI                         2017    2016 
  objective 
---------------------  --------------------------  ------  ------ 
 Delivering 
  exceptional 
  customer service..    BMCS                        87.2%   86.3% 
---------------------  --------------------------  ------  ------ 
  BMCS Rank                                           9       8 
 ------------------------------------------------  ------  ------ 
  BMCS Power Cuts                                   88.2%   87.5% 
 ------------------------------------------------  ------  ------ 
  BMCS General Enquiries                            90.7%   90.1% 
 ------------------------------------------------  ------  ------ 
  BMCS Connections                                  85.1%   84.1% 
 ------------------------------------------------  ------  ------ 
  SECV rank (combined 
   with Northern Powergrid 
   (Yorkshire) plc)                                   3       5 
 ------------------------------------------------  ------  ------ 
 
   Strategic focus:   To improve the service delivered to customers. 

Performance during the year: Under the broad measure of customer satisfaction ("BMCS"), an independent market research company carried out telephone surveys with Northern Powergrid's customers to find out how satisfied they were with services related to unplanned or planned power cuts, quotations and subsequent connections, and general enquiries. Northern Powergrid recorded an overall satisfaction score of 87.2%, which was comparable to the prior year (86.3%). The BMCS rank in 2017 of 9 showed a decline in comparison to the prior year (2016: 8). The change was attributed to a reduction in BMCS Connections performance which contributed towards half of the overall score. To further enhance the service provided to customers, a number of initiatives from the Northern Powergrid's customer experience improvement plan were implemented during the year. This included the continued development of the customer relationship management system and enhancing the self-service offerings available to customers.

Throughout the year, further improvements were made to the way in which the Contact Centre operates. The Quality Management Framework that was launched in 2016 to define the standards required of Contact Centre colleagues to deliver exceptional customer service was extended to incorporate the connections business. In addition, the Contact Centre was restructured to introduce a metering defect customer support team, designed to effectively support customers during the government's smart meter roll-out programme.

In May 2017, Northern Powergrid, together with its affiliate Northern Powergrid (Yorkshire) plc, put forward its SECV submission to the Office for Gas and Electricity Markets ("Ofgem") in respect of its work during the year. The submission provided an overview of initiatives including an increased focus on data quality which had resulted in cleansing Northern Powergrid's Priority Services Register ("PSR") and strengthening relationships with partners who deliver key services to customers. Following the submission to Ofgem's panel, the position of Northern Powergrid in the context of the wider DNO group increased from fifth place to third. The improvement demonstrated the effectiveness of the revised stakeholder engagement strategy launched in 2016.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR - continued

CUSTOMER SERVICE - continued

Connections to the network

Strategic focus: To further implement customer service improvements in support of the commitment to reduce routine, small works end-to-end connections lead times by 30% during the ED1 period, actively facilitate the development of competition from independent connections providers ("ICPs") and deliver the major works service improvement plan as part of the Ofgem Incentive on Connections Engagement ("ICE").

Performance during the year: Within connections services, work continued on the transformation of the small works connections business to improve customer service. A new process was implemented during January 2017 which introduced a single point of customer contact for the delivery of small works connections. In parallel the online service alterations process was overhauled to offer customers more choice in the way they receive a quotation.

Northern Powergrid continued to comply with the processes introduced by the Competition in Connections Code of Practice. This included the provision of dual quotations, enabling ICPs to self-determine and approve points of connection to the network and simplifying the authorisation process for ICPs' operational staff.

During the year, Northern Powergrid began the delivery of 22 actions included in the major works service improvement plan as part of the ICE. Working proactively with customers and obtaining their feedback, Northern Powergrid formally increased the number of improvement actions to 31 during the mid-year return to Ofgem. All actions were completed and Ofgem determined that Northern Powergrid had met the assessment criteria for developing and delivering the ICE service improvement plan.

Corporate responsibility

Strategic focus: To build effective relationships with customers and other stakeholders whilst maximising the value of contact with customers, especially those who are vulnerable and hard to reach.

Performance during the year: Northern Powergrid worked closely with key partners such as the Environment Agency, local authorities and local resilience forums, particularly during periods of severe weather. Collaboration with stakeholders in the wider energy industry included the continued promotion of the national '105' number and preparation for the January 2018 overhead line safety campaign, an Energy Networks Association initiative, supported by DNOs.

With the assistance of the Social Issues Expert Group (which includes external experts and advisers) Northern Powergrid further developed the services provided to vulnerable customers including those on the PSR. To improve the accessibility and knowledge of the services available to vulnerable customers, a network of partners was established with community and third sector organisations.

Safety remains the Northern Powergrid Group's first priority and underpins all operations. Accordingly, the Northern Powergrid Group has maintained its support to charitable organisations and continued to sponsor the "Safety Champions" initiative, which is aimed at enhancing safety performance. Throughout the year, the Northern Powergrid Group engaged with thousands of school children through its series of safety events, and in addition, became the sponsor of the Cub Home Safety Activity Badge which has been designed to teach Cub Scouts about safety in and around the home.

Supporting customers through the use of tailored education programmes continued throughout 2017. Activity included Make the Grade in Energy, an education, skills and employability programme, Energy Heroes, targeted at primary school pupils to promote awareness of energy costs and ways of saving energy, and attendance at The Big Bang Fair which encourages young people to pursue science, technology, engineering and maths subjects.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR - continued

 
                    OPERATIONAL EXCELLENCE 
-----------------  -------------------------------------------------------------- 
 Strategic          KPI                             2016/17           2015/16 
  objective 
-----------------  --------------------------  ----------------  ---------------- 
                                                Actual   Target   Actual   Target 
-----------------  --------------------------  -------  -------  -------  ------- 
 High-quality, 
  efficient 
  operators 
  running a 
  smart reliable    Customer Minutes 
  energy system.     Lost                        45.0    <64.1     50.1    <65.9 
-----------------  --------------------------  -------  -------  -------  ------- 
  Customer Interruptions                         53.3    <62.7     58.3    <63.8 
 --------------------------------------------  -------  -------  -------  ------- 
  KPI                                                2017              2016 
 --------------------------------------------  ----------------  ---------------- 
                                                    Actual            Actual 
 --------------------------------------------  ----------------  ---------------- 
  Network investment                               GBP186.4          GBP181.3 
                                                    million           million 
 --------------------------------------------  ----------------  ---------------- 
  High voltage restoration                       55.8 minutes      60.0 minutes 
   time 
 --------------------------------------------  ----------------  ---------------- 
 

Strategic focus: To provide, maintain and invest in an efficient distribution network that delivers electricity effectively. Enhancing the reliability of the network in support of the commitment to achieve 8% fewer unplanned power cuts and reduce the average length of unplanned power cuts by 20% during the ED1 period.

Performance during the year: Customer minutes lost ("CML") and customer interruptions ("CI") are the key performance indicators set by Ofgem and used by Northern Powergrid to measure the quality of supply and system performance. Both CML and CI are measured on a regulatory year basis which commences on 1 April of any given year and concludes on 31 March of the subsequent year. CML measures the average number of supply minutes lost for every connected customer due to both planned and unplanned power cuts that last for three minutes or longer. CI measures the average number of supply interruptions per every 100 connected customers due to planned and unplanned power cuts that last for three minutes or longer. In respect of these key customer service performance indicators, the goal is to achieve performance that is below Ofgem's target number. Northern Powergrid's performance during the most recent regulatory year was better than Ofgem's target for both CML and CI.

Northern Powergrid invested GBP186.4 million during the year through its approved network investment strategy (2016: GBP181.3 million), which has been designed to deliver improvements and increase the network's resilience. Various major projects were undertaken to reinforce the primary network, replace plant, refurbish transformers, rebuild overhead lines, remove and replace oil-filled cables, change deteriorated poles, replace switchgear and install and commission new remote control points.

Enhancements to the network continued through investment into the use of technology including the expansion of the automated power restoration system ("APRS"). In the event of a high-voltage fault, APRS analyses the information presented by intelligent assets installed on the network and, from that information, determines where the fault is located and executes switching to restore power to the 'healthy' network in a safe manner in under three minutes. It is planned to enable APRS at 306 primary substations across the Northern Powergrid Group by the end of the ED1 period. Northern Powergrid's high-voltage restoration performance during the calendar year 2017 averaged some 55.8 minutes (2016: 60.0 minutes), after allowing for severe weather incidents and other exemptions.

Northern Powergrid aims to respond effectively to the needs of customers and local communities and to achieve the guaranteed standard for the restoration of supply: restoration within 12 hours of a power cut occurring under normal weather conditions. Northern Powergrid's major incident management procedure is utilised during severe weather events that affect the network. In the year, one such event occurred in January 2017, where high winds interrupted supplies to 42,000 customers across Northern Powergrid's network, 95% of whom had power restored within 12 hours.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR - continued

 
                       EMPLOYEE COMMITMENT 
--------------------  ---------------------------------------------------------------------- 
 Strategic             KPI                                      2017              2016 
  objective 
--------------------  ----------------------------------  ----------------  ---------------- 
                                                           Actual   Target   Actual   Target 
--------------------  ----------------------------------  -------  -------  -------  ------- 
 High-performing 
  people doing 
  rewarding 
  jobs in               Occupational Safety and Health 
  a safe and             Administration Rate Northern 
  secure workplace.      Powergrid Group                    0.44     0.26     0.30     0.30 
--------------------  ----------------------------------  -------  -------  -------  ------- 
  Preventable Vehicle Accidents                              12       13       11       10 
 -------------------------------------------------------  -------  -------  -------  ------- 
  Lost time accidents                                        2        1        1        1 
 -------------------------------------------------------  -------  -------  -------  ------- 
  Restricted duty accidents                                  1        0        0        1 
 -------------------------------------------------------  -------  -------  -------  ------- 
  Medical treatment accidents                                0        1        1        1 
 -------------------------------------------------------  -------  -------  -------  ------- 
  Operational incidents                                      2        5        3        5 
 -------------------------------------------------------  -------  -------  -------  ------- 
  Absence rate (Northern Powergrid 
   Group)                                                   2.9%              2.9% 
 -------------------------------------------------------  -------  -------  -------  ------- 
 

Health and Safety

Strategic focus: To deliver a comprehensive safety and health improvement plan ("SHIP") resulting in world class safety performance and achieve Northern Powergrid's commitment of halving its accident rate during the ED1 period.

Performance during the year: In common with the Berkshire Hathaway Energy group, the Northern Powergrid Group measures its safety performance in terms of the Occupational Safety and Health Administration ("OSHA") rate, which is a measure used in the United States to capture safety incidents down to minor levels of medical treatment. The Northern Powergrid Group missed its target OSHA rate of 0.26 (the equivalent of six recordable incidents) having reported ten recordable incidents. Whilst performance against the target was disappointing, Northern Powergrid's long term safety record suggests that it is one of the safest in its sector. This has been recognised in the form of a Gold President's Award from the Royal Society for the Prevention of Accidents for the achievement of 13 consecutive Gold Awards.

Improving safety performance remains a priority and the way in which this is achieved is set out in Northern Powergrid's SHIP. The SHIP focuses on leadership engagement, improving two-way communication on safety issues, supervisory oversight, ensuring managers and supervisors fulfil their safety inspection programmes and provide regular coaching and instruction to work teams, and workplace risk management, to develop competence in identification and risk mitigation methods.. These three areas are supported by driver training, operational safety seminars, stand-down briefings and regular safety reports and newsflashes.

Northern Powergrid's OHSAS 18001 health and safety management systems successfully retained certification.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR - continued

EMPLOYEE COMMITMENT - continued

Employees

Strategic focus: To effectively manage headcount whilst emphasising the importance of leadership and high standards of performance by engaging with employees and their trade union representatives.

Performance during the year: The Northern Powergrid Group has adopted the Berkshire Hathaway Energy code of business conduct, which details the commitment to ethics and compliance with the law, provides reporting mechanisms for known or suspected ethical or legal violations, and establishes minimum standards of behaviour expected of all employees. In support of this, a "speaking up" process is in place enabling all staff to raise concerns of unethical acts, malpractice or impropriety (including bribery or corruption), and an anonymous help line operated by an independent company is also available.

In order to support the well-being of its employees, the Northern Powergrid Group provides an independent employee assistance service to all staff. The programme is a confidential, self-referral counselling and information service to assist with personal or work-related problems that may be affecting health, wellbeing or performance and is available 24 hours a day, 365 days a year. Working with its occupational health provider, the Northern Powergrid Group is delivering a long-term programme aimed at improving the health of its staff.

During the year, 68 new recruits joined the Northern Powergrid Group workforce renewal programme, including for the first time, two Cyber Apprentices. In addition, 19 trainees graduated from their training programmes.

At 31 December 2017, the Group employed 1,112 staff (2016: 1,066).

 
                   ENVIRONMENTAL RESPECT 
----------------  --------------------------------------------------------------- 
 Strategic         KPI                              2017               2016 
  objective 
----------------  -------------------------  -----------------  ----------------- 
                                              Actual   Target    Actual   Target 
----------------  -------------------------  -------  --------  -------  -------- 
 Leaders in 
  environmental 
  respect and 
  low carbon       Total Oil/Fluid Lost 
  technologies.     (litres)                  14,066   <12,600   17,044   <17,142 
----------------  -------------------------  -------  --------  -------  -------- 
  SF6 Gas discharges 
   (kg)                                       33.33     34.00    14.17     28.00 
 ------------------------------------------  -------  --------  -------  -------- 
  Environmental Incidents                       1        <5        5        <7 
 ------------------------------------------  -------  --------  -------  -------- 
  Carbon Footprint 
   (tonnes)                                   33,007             33,552 
 ------------------------------------------  -------  --------  -------  -------- 
 

Strategic focus: Deliver Environmental "RESPECT" (Responsibility, Efficiency, Stewardship, Performance, Evaluation, Communication and Training) and in doing so achieve our commitment to reduce oil and fluid loss by 15% and reduce our business carbon footprint by 10% during the ED1 period.

Performance during the year: Northern Powergrid has operated a United Kingdom Accreditation Service scheme for environmental management since the late 1990s and is certified to the environmental management systems standard ISO 14001: 2015. The ISO 14001 standard is designed to enhance environmental performance, fulfil compliance obligations and achieve environmental objectives, all of which contribute to the achievement of the Group's KPIs. A full recertification assessment was carried out in March 2017 and a surveillance audit conducted in September 2017. Continued certification was confirmed following each audit.

Northern Powergrid's carbon footprint reporting framework is certified under the Certified Emissions Measurement and Reduction Scheme for compliance with ISO 14064-1:2006. The last full audit was undertaken in October 2017 where continued certification was confirmed. Initiatives including the implementation of telematics in fleet vehicles facilitated a further improvement in reducing Northern Powergrid's carbon footprint during the year to 33,007 tonnes (2016: 33,552 tonnes) In support of the target to further reduce oil and fluid loss, the 2017 annual environmental improvement plan included replacing fluid-filled cables and locating cable fluid leaks more quickly which resulted in a total fluid loss of 14,066 litres (2016: 17,044).

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR - continued

ENVIRONMENTAL RESPECT - continued

Northern Powergrid missed the total oil fluid loss target by approximately 12% due to a number of leaks from underground cables. Northern Powergrid continues to take steps and implement innovation solutions to minimise oil and fluid loss across the network. Additional activity to minimise the Northern Powergrid's impact on the environment included placing overhead lines underground in National Parks and Areas of Outstanding Natural Beauty and protecting wildlife and habitat.

Sustainability

Strategic focus: To help facilitate the United Kingdom's transition to a low-carbon economy in Northern Powergrid's capacity as a major participant in the United Kingdom energy industry and in terms of its own carbon footprint.

Performance during the year: As the country takes action to make significant reductions in its carbon emissions, the way in which electricity is produced and used is expected to have a substantial impact on the electricity network over time. This has already been seen through the number of low-carbon technology installations such as photovoltaic solar panels, electric vehicles and heat pumps. The volume and total capacity of decentralised energy generation has also been growing steadily and, given the greater range of load and generation technologies now connected to the network, Northern Powergrid is taking action to develop innovative solutions that will reduce the need for traditional and potentially expensive reinforcement of the network.

From an innovation perspective, Northern Powergrid is running a portfolio of projects in the priority areas of smart grids, smart meters, digital-enabled customer service and affordability.

A partnership with Nissan is supporting new electric vehicle projects for the trialling of 'vehicle to grid' technology to enable car users to supply power to the electricity network. In addition, a new project was launched in the year to develop hybrid battery technology to expedite the restoration of the electricity supply following a power cut. Collaboration with Northern Gas Networks at the Integrel demonstrator site continues to assess the potential future benefits of integrating both gas and electricity energy systems. Northern Powergrid is also scoping the role of distribution system operator ("DSO") with a new project to explore the value of the transition for customers and to understand the business changes that are required to realise those benefits.

The Northern Powergrid Group climate change adaptation strategy recognises the impact that climate change is anticipated to have on the business, the risks this poses and the proposed actions to mitigate these risks including vegetation management, network specifications for changing temperatures and improved weather prediction. The installation of flood defences is one such key activity that is already underway and the delivery of the committed programme in the ED1 period remains on track.

 
                       REGULATORY INTEGRITY 
--------------------  -------------------------------------------- 
 Strategic objective   KPI 
--------------------  -------------------------------------------- 
 Trustworthy, fair     Completion of a quarterly regulatory 
  and balanced,         compliance affirmation process which 
  creating win-win      comprises compliance with 1,950 regulatory 
  outcomes.             obligations. 
--------------------  -------------------------------------------- 
 

Strategic focus: To manage the Group's business to the highest behavioural standards and adhere to a policy of strict compliance with all relevant standards, legislation and regulatory conditions.

Performance during the year: Under the RIIO (revenue = incentives + innovation + outputs) model for regulation, price controls are set for eight years with provision for a mid-period review if there are changes to the outputs that network companies are required to deliver. The ED1 price control became effective on 1 April 2015 and is due to end on 31 March 2023. Northern Powergrid's base allowed revenue (excluding the effects of incentive schemes and any deferred revenues from the prior price control) before inflation reduced by 1.0% for the regulatory year ended 31 March 2017, relative to the previous regulatory year. Base allowed revenues before inflation remain constant for each subsequent regulatory year through to the 31 March 2023. Nominal base allowed revenues will increase in line with inflation (as measured by the United Kingdom's Retail Prices Index).

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

REVIEW OF THE YEAR - continued

REGULATORY INTEGRITY - continued

In order to assure compliance with licence and other regulatory obligations, Northern Powergrid operates a regulatory compliance affirmation process, under which ownership of approximately 1,950 regulatory obligations are assigned to around 80 responsible managers. Those responsible managers are required to review compliance with the relevant obligations on a quarterly basis and report on any identified non-compliances or perceived risks which are then addressed by members of the executive team. To minimise the risk of Northern Powergrid breaching its licence conditions and other statutory requirements (which could lead to financial penalties), the board of directors review the outcome of each quarter's exercise.

Northern Powergrid submits a number of information returns to Ofgem and is required, under the terms of Northern Powergrid's licence, to assure the accuracy of those returns. These arrangements involve the preparation and submission to Ofgem, by the end of February in each year, of a risk-based data-assurance plan for the regulatory year ahead, together with a report detailing the assurance work actually carried out in the regulatory year just ended and the findings of that work.

PRINCIPAL RISKS AND UNCERTAINTIES

The Northern Powergrid Group operates a structured and disciplined approach to the management of risk as part of its overall risk management policy and in support of its financial reporting practices. A robust system is in place to facilitate the identification of new risks, including those associated with the achievement of the Northern Powergrid Group's strategic objectives and Core Principles. Once identified, key risks and their respective controls and mitigation plans are continually assessed and formally reviewed by the Governance and Risk Management Group, which reports to the Audit Committee.

Supported by the internal audit function, the risk management programme includes regular reviews of the crisis management, disaster recovery and major incident plans. To determine the level of disaster preparedness and responsiveness against threats to business continuity, risk management plans and processes are periodically tested. This self-evaluation approach is reinforced by that of the Berkshire Hathaway Energy group, which continue to benchmark risk management activities across its business units and share significant lessons learned.

 
 Category    Risk / Uncertainty                 Mitigation 
----------  ---------------------------------  ------------------------------ 
 Financial   The Gas and Electricity            Appeal to the Competition 
              Markets Authority ("GEMA")         and Markets Authority 
              resetting the price                against a decision 
              control formula (which             by GEMA to proceed 
              determines the maximum             with such a modification. 
              permitted revenue for 
              each Regulatory Year) 
              set out in the electricity 
              distribution licence 
              without the consent 
              of the electricity distribution 
              licence holder. 
----------  ---------------------------------  ------------------------------ 
 Financial   The Company's costs                The Company monitors 
              increase or change by              performance against 
              more than RPI having               regulatory allowances 
              a direct impact on the             including forecasts 
              Company's financial                for the remainder of 
              results. The rate of               the price period and 
              inflation as measured              takes appropriate corrective 
              by RPI is taken into               action to ensure it 
              account in setting the             lives within regulatory 
              Company's allowed income           allowances. 
              in respect of each regulatory 
              year. 
----------  ---------------------------------  ------------------------------ 
 Financial   Changes in performance             Performance against 
              under incentive schemes,           incentives is routinely 
              such as those caused               measured and management 
              as a result of a decline           action taken to address 
              in customer service                any performance issues. 
              performance, may lead 
              to adjustments to allowed 
              revenues. 
----------  ---------------------------------  ------------------------------ 
 Financial   Interest rate risk -               The Group is financed 
              the exposure to uncertain          by long-term borrowings 
              future interest rates.             at fixed and floating 
                                                 rates and has access 
                                                 to short-term borrowing 
                                                 facilities at floating 
                                                 rates of interest. 
                                                 As at 31 December 2017, 
                                                 99% of the Group's 
                                                 long-term borrowings 
                                                 were at fixed rates 
                                                 and the average maturity 
                                                 for these borrowings 
                                                 was 8 years. The Group 
                                                 uses interest rate 
                                                 swaps to mitigate exposure 
                                                 to uncertain future 
                                                 interest rates. 
----------  ---------------------------------  ------------------------------ 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

PRINCIPAL RISKS AND UNCERTAINTIES - continued

 
 Category         Risk / Uncertainty                Mitigation 
---------------  --------------------------------  ----------------------------- 
 Financial        Cost of the defined               The cost of the defined 
                   benefit pension schemes           benefit pension scheme, 
                   and the possible effect           including deficit repair 
                   on the current deficit            payments, is managed 
                   position.                         in triennial cycles 
                                                     by negotiation with 
                                                     the trustees of the 
                                                     scheme. On-going and 
                                                     repair costs form part 
                                                     of the assessment of 
                                                     cost made by Ofgem 
                                                     in each price control, 
                                                     and if judged efficient, 
                                                     these costs are permitted 
                                                     to be recovered through 
                                                     revenues at a stable 
                                                     level to provide certainty 
                                                     for customers. 
                                                     The Company works with 
                                                     scheme trustees to 
                                                     ensure that scheme 
                                                     judgements reflect 
                                                     this indirect obligation 
                                                     to customers. 
---------------  --------------------------------  ----------------------------- 
 Financial        The existing Data Protection      A programme to identify 
                   policies and procedures           the impact of GDPR 
                   are not sufficient to             and the actions required 
                   comply with the additional        ahead of the regulation 
                   requirements of the               becoming effective 
                   incoming General Data             is well underway and 
                   Protection Regulation             under regular review. 
                   ("GDPR") resulting in 
                   financial penalties 
                   and reputational damage. 
---------------  --------------------------------  ----------------------------- 
 Financial        Trading risk - investments        The Company's policy 
                   fail to deliver anticipated       is that no trading 
                   outcome.                          in financial instruments 
                                                     should be undertaken. 
---------------  --------------------------------  ----------------------------- 
 Financial        Major Incidents (including        A number of major incident 
  / Operational    weather and terrorism             and crisis management 
                   attacks) causing network          policies, plans and 
                   disruption resulting              governance arrangements 
                   in customer service               are in place to react 
                   penalties and a reduction         to and deal with such 
                   in the number of units            situations. In addition, 
                   delivered on which income         an industry mutual 
                   is charged.                       aid agreement is in 
                                                     place. 
---------------  --------------------------------  ----------------------------- 
 Operational      Health and Safety incident        Health and Safety is 
                   - The electricity distribution    given the highest priority 
                   business is inherently            within the Northern 
                   hazardous. Employees              Powergrid Group and 
                   work at height, in closed         clear policies and 
                   spaces, alone and with            procedures are in place 
                   live electricity, increasing      both to ensure the 
                   the risk of potential             safety of the employees 
                   safety incidents.                 and customers but also 
                                                     ensure compliance with 
                                                     relevant legislation. 
                                                     Health and safety training 
                                                     is provided to employees 
                                                     on a continuous basis 
                                                     through formal programmes, 
                                                     regular briefings and 
                                                     the sharing of best 
                                                     practice and lessons 
                                                     learnt between DNOs. 
---------------  --------------------------------  ----------------------------- 
 Operational      Cyber-attack or cyber-security    A robust cyber security 
                   breach affecting hardware,        risk mitigation programme 
                   systems, customer data            is in place including 
                   or intellectual property.         accreditation under 
                                                     the ISO 27001 Information 
                                                     Security (process security) 
                                                     standard for certain 
                                                     discrete business areas 
                                                     and compliance with 
                                                     the Centre for Internet 
                                                     Security Critical Security 
                                                     Controls. Further advances 
                                                     are being continuously 
                                                     implemented and managed. 
---------------  --------------------------------  ----------------------------- 
 Operational      The take-up of low-carbon         In addition to smart 
                   technologies and the              grid deployment activity, 
                   resulting effect on               Northern Powergrid 
                   the networks capacity.            has a range of innovation 
                                                     projects to develop 
                                                     and demonstrate future 
                                                     technologies and commercial 
                                                     practices. Northern 
                                                     Powergrid is considering 
                                                     how the transition 
                                                     to a DSO role could 
                                                     assist customers to 
                                                     connect more low carbon 
                                                     technologies. 
---------------  --------------------------------  ----------------------------- 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

GROUP STRATEGIC REPORT

FOR THE YEARED 31 DECEMBER 2017

PRINCIPAL RISKS AND UNCERTAINTIES - continued

 
 Category     Risk / Uncertainty             Mitigation 
-----------  -----------------------------  ------------------------------- 
 Commercial   The emergence of increased     Northern Powergrid is 
               competition in the             setting out the policy 
               electricity distribution       position supporting the 
               market including the           expanded role of DSO 
               emerging role of DSO.          which is underpinned 
                                              by electricity distributors 
                                              being ideally placed 
                                              to deliver benefits to 
                                              customers from a DSO 
                                              role and to maintain 
                                              overall accountability 
                                              for the stability of 
                                              local networks. 
-----------  -----------------------------  ------------------------------- 
 Commercial   Credit control - protecting    The Northern Powergrid 
               the Company from incurring     Group requires strict 
               bad debt and maintaining       adherence to credit checking, 
               strong cash flow.              payment terms, payment 
                                              performance tracking 
                                              and debt management policies 
-----------  -----------------------------  ------------------------------- 
 Commercial   Credit-cover arrangements      The relationship with 
               with electricity suppliers.    energy suppliers, including 
                                              credit-cover arrangements, 
                                              is governed by a distribution 
                                              connection and use of 
                                              system agreement which 
                                              sets out how creditworthiness 
                                              will be determined and, 
                                              as a result, whether 
                                              the supplier needs to 
                                              provide collateral. 
-----------  -----------------------------  ------------------------------- 
 Commercial   Availability of resource       Northern Powergrid uses 
               to deliver work programmes.    a mix of direct labour 
                                              and contracted resource 
                                              to facilitate the delivery 
                                              of work programmes (including 
                                              the capital expenditure 
                                              programme). 
-----------  -----------------------------  ------------------------------- 
 

Internal Control

A rigorous internal control environment exists within the Northern Powergrid Group to support the financial reporting process, the key features of which include regular reporting, a series of operational and financial policy statements, investigations undertaken by internal audit and a stringent process for ensuring the implementation of internal audit recommendations. In addition, the Northern Powergrid Group utilises comprehensive business planning procedures, regularly reviews key performance indicators to assess progress towards its goals, and has a strong internal audit function to provide independent scrutiny. Financial controls include a centralised treasury operations and established procedures for the planning, approving and monitoring of major capital expenditure.

In accordance with Berkshire Hathaway Energy's requirements to comply with the United States Sarbanes-Oxley Act, the Northern Powergrid Group undertakes a quarterly risk control assessment confirming that the effectiveness of the system of internal controls has been reviewed during the year. A self-certification process is in place, in support of this review, whereby certain senior managers are required to confirm that the system of internal control in their area of the business is operating effectively. Consequently, the directors believe that a robust system of risk assessment and management is in place.

The Northern Powergrid Group does not have a specific human rights policy. However, in accordance with the Core Principles, it remains fully committed to operating ethically and responsibly and with fairness and integrity. This is implemented through the policies and procedures it has in place which are applicable to all stakeholder groups and encompasses employees' health, safety and welfare, dealings with customers, particularly those who are vulnerable, the impact of the Northern Powergrid Group on the environment and the contribution to sustainability.

The Northern Powergrid Group is committed to maintaining the highest ethical standards in the conduct of its business and, implements Berkshire Hathaway Energy's code of business conduct, details of which can be found on page 8. The Northern Powergrid Group has robust procedures in place to meet the requirements of the Bribery Act 2010.

ON BEHALF OF THE BOARD:

P A Jones

Director

24 April 2018

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

REPORT OF THE DIRECTORS

FOR THE YEARED 31 DECEMBER 2017

The directors present their report together with the strategic report, audited financial statements and the auditor's report of the Group for the year ended 31 December 2017.

DIVIDS

During the year, an interim dividend of GBP22.7 million was paid (2016: GBP100.0 million). The directors recommend that no final dividend be paid in respect of the year.

The Group's dividend policy is that dividends will be paid only after having due regard to available distributable reserves, available liquid funds and the financial resources and facilities needed to enable the Group to carry on its business for at least the next year. In addition, the level of dividends is set to maintain sufficient equity in the Group so as not to jeopardise its investment grade issuer credit rating.

RESEARCH AND DEVELOPMENT AND FUTURE OUTLOOK

The Group supports a programme of research that is expected to contribute to higher standards of performance and a more cost-effective operation of its business. New activities initiated in the year included projects regarding the use of bi-directional power flow to electric vehicles, an improved methodology to determine the overall societal impact of network investment and operations, a project to understand and test cross-vector energy systems in collaboration with the regional gas distribution network operator and a project to explore and understand the technical and economic opportunities and implications of the DSO role.

During the year, the Group invested GBP1.3 million (2016: GBP0.8 million) (Note 6 to the accounts) in its research and development activities.

FUTURE DEVELOPMENTS

The financial position of the Group, as at 31 December 2017, is shown in the statement of financial position on pages 27 and 28.

There have been no significant events since the year end and the directors intend that:

- Northern Powergrid will continue to implement well-justified business plan and will develop its business by efficiently investing in the network and improving the quality of supply and service provided to customers.

- IUS will develop its business and in doing so concentrate on its core skills of engineering contracting by delivering a high standard of service to its existing and new clients.

- NPg Metering will retain its focus on pursuing opportunities in the market for meter asset provision as the smart meter roll-out programme develops.

There are no plans to change the existing business model of the Company, or any of the companies within the Group.

DIRECTORS

The directors who held office during the year under review and to the date of signing this report were:

 
R Dixon         Non-executive Director (retired 26 October 
                 2017) 
T E Fielden     Finance Director 
J M France      Regulation Director (resigned 5 April 2018) 
T H France      General Counsel (appointed 28 March 2018) 
P J Goodman     Executive Vice-President and Chief Financial 
                 Officer, Berkshire Hathaway Energy 
P A Jones       President and Chief Executive Officer 
J N Reynolds    Non-executive Director (appointed 26 October 
                 2017) 
 

During the year, no director was interested in any contract which was significant in relation to the business of the Company or the Group.

During the year and up to the date of approval of the Directors' Report, an indemnity contained in the Company's Articles of Association was in force for the benefit of the directors of the Company and as directors of associated companies, which was a qualifying third party indemnity provision for the purposes of the Companies Act 2006.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

REPORT OF THE DIRECTORS

FOR THE YEARED 31 DECEMBER 2017

FINANCIAL RISK MANAGEMENT

Details of financial risks are included in the Principal Risks and Uncertainties on pages 10, 11 and 12 of the Strategic Report and note 21 to the financial statements.

FINANCIAL DERIVATIVES

As at 31 December 2017, the Group held one derivative financial instrument (2016: nil) to mitigate the interest rate risk on a floating interest rate loan. More details on derivative instruments are available in Note 21 to the financial statements.

POLITICAL DONATIONS

No contributions were made to political organisations during the year (2016: GBPnil).

EMPLOYEES

Employee consultation

A constitutional framework agreed with trade union representatives exists in respect of employee consultation. The management team keep employees and trade union representatives informed of and involved as appropriate in developments that may impact them now or in the future.

Employee engagement continues to show improvement with local action plans augmented by routine communication channels including regular staff briefings, meetings with staff and their representatives, and utilising the Northern Powergrid Group's intranet.

During the year, the President and Chief Executive Officer of the Northern Powergrid Group continued to provide employees with updates on the Northern Powergrid Group's financial, organisational, safety and customer service performance through regular electronic briefings.

Disabled employees

The Northern Powergrid Group is committed to equality at work and, as such, its policy is to provide all protected groups, including disabled people, with equality at work in respect of employment, training, career development and promotion, having regard to their aptitudes and abilities. Should any member of staff become disabled during their employment, the Northern Powergrid Group will make reasonable adjustments, wherever possible.

In accordance with Section 414c of the Companies Act 2006 disclosures concerning relations with employees and greenhouse gas emissions can be found on page 8 of the Strategic Report.

VOTE HOLDER AND ISSUER NOTIFICATION

There have been no disclosures to the Company under Disclosure and Transparency Rule 5 (Vote Holder and Issuer Notification Rules).

DIRECTORS' BIOGRAPHIES

THOMAS E FIELDEN

Appointed in October 2009, Mr Fielden, 47, joined the Northern Powergrid Group in July 2009 and became Finance Director on 12 October 2009. Mr Fielden is a chartered accountant, having started his career at Coopers & Lybrand and has held a variety of finance appointments in BT, working in BT Group and BT Global Services, before joining Great North East Railway (GNER) as Financial Controller in 2005. He became Finance Director of GNER in 2006, transferring to National Express East Coast in 2007.

THOMAS H FRANCE

Appointed in March 2018, Mr France 33, joined the Northern Powergrid Group in November 2013 and he became General Counsel in July 2015. He is a solicitor, having qualified with Herbert Smith in their corporate energy and infrastructure team.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

REPORT OF THE DIRECTORS

FOR THE YEARED 31 DECEMBER 2017

DIRECTORS' BIOGRAPHIES

PATRICK J GOODMAN

Mr Goodman, 50, is executive vice president and chief financial officer of Berkshire Hathaway Energy. Mr Goodman is responsible for managing all aspects of Berkshire Hathaway Energy's financial operations. Mr Goodman serves as a director of PacifiCorp, Northern Powergrid, Kern River Gas Transmission Company and Northern Natural Gas Company. Mr Goodman supports the evaluation, negotiation and closing of Berkshire Hathaway Energy's domestic and international financings, acquisitions and project developments. Additionally, he manages all accounting, financial reporting, tax, budgeting, long-range financial planning and internal audit functions for Berkshire Hathaway Energy. Mr Goodman has been the chief financial officer since 1999 and has served in various financial positions, including chief accounting officer since joining the Company in 1995. Mr Goodman has more than 20 years of experience in public accounting and management and is a certified public accountant. He received his accounting degree from the University of Nebraska at Omaha.

PHILIP A JONES

Appointed in April 2007, Dr Jones, 49, is President and Chief Executive Officer of the Northern Powergrid Group, the UK platform in the global portfolio of Berkshire Hathaway Energy. Prior to his appointment as President and Chief Executive Officer, he was Strategy and Investment Director and, as such, was responsible for technical, economic and regulatory strategy within the organisation. Dr Jones is a chartered electrical engineer and has been working in the UK power distribution sector since completing his PhD in Electronic and Electrical Engineering in 1993. He has held a range of technical and managerial roles, mostly in the engineering field. He is also actively involved in a range of other industry bodies. He is a director of the Energy Networks Association, the trade association that represents the power transmission and distribution companies.

JOHN N REYNOLDS

Appointed in October 2017, Mr Reynolds OBE, 51, is the Chief Executive Officer of Castle Water. Mr Reynolds became a director of Northern Powergrid Holding Company in January 2011 and was further appointed to Chairman of the audit committee in October 2017. He chairs the Market Operator Services Limited audit committee, is a Fellow of the Institution of Engineering & Technology and was a former commission member of the Water Industry Commission for Scotland. Mr Reynolds chaired the Church of England Ethical Investment Advisory Group and is the author of a number of books and articles on business ethics.

CORPORATE GOVERNANCE STATEMENT

In accordance with Disclosure and Transparency Rule (DTR) 7.2.9, the directors have elected to set out the information required by DTR 7.2.1 to DTR 7.2.7 R in the group annual report and audited consolidated financial statements of Northern Powergrid Holdings Company, a copy of which can be found on Northern Powergrid's corporate website.

DIVERSITY POLICY

The Northern Powergrid Group has adopted a number of policies (including the policy on diversity at work and code of business conduct) that collectively comprise the policy on diversity. Diversity is actively supported.

AUDIT COMMITTEE

The board of Northern Powergrid Holdings Company has established an audit committee for the Northern Powergrid Group under delegated terms of reference which carries out the functions required by DTR 7.1.3 R.

Committee members:

   J Reynolds                        Non-Executive Director (appointed as Chairman on 26 October 2017) 
   R Dixon                              Non-Executive Director (retired 26 October 2017) 
   T E Fielden                        Finance Director 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

REPORT OF THE DIRECTORS

FOR THE YEARED 31 DECEMBER 2017

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

   ×       Properly select and apply accounting policies; 

× Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

× Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

× Make an assessment of the Group and the Company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO DTR 4

Each of the directors as at the date of the Annual Reports and Accounts, whose names and functions are set out on page 13 in the Report of the Directors confirms that, to the best of their knowledge.

a) the financial statements, prepared in accordance with applicable UK law and in conformity with IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and

b) the management report (which is comprised of the Strategic Report and the Report of the Directors) includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties it faces.

NON FINANCIAL INFORMATION STATEMENT

In accordance with Section 414CB(7) of the Companies Act 2006, the directors have elected to set out the information required by Section 414CB (1) to (6) in the group annual report and audited consolidated financial statements of Northern Powergrid Holdings Company, a copy of which can be found on Northern Powergrid's corporate website.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

REPORT OF THE DIRECTORS

FOR THE YEARED 31 DECEMBER 2017

GOING CONCERN

A review of the Group's business activities during the year, together with details regarding its future development, performance and position, its objectives, policies and processes for managing its capital, its financial risk management objectives and details of its exposures to trading risk, credit risk and liquidity risk are set out in the Strategic Report, the Report of the Directors and the appropriate notes to the accounts.

When considering continuing to adopt the going concern basis in preparing the annual reports and accounts, the directors have taken into account a number of factors, including the following:

 
-    The Group's main subsidiary, Northern Powergrid, 
      is a stable electricity distribution business 
      operating an essential public service and is regulated 
      by GEMA. In carrying out its functions, GEMA has 
      a statutory duty under the Electricity Act 1989 
      to have regard to the need to secure that licence 
      holders are able to finance the activities, which 
      are the subject of obligations under Part 1 of 
      the Electricity Act 1989 (including the obligations 
      imposed by the electricity distribution licence) 
      or by the Utilities Act 2000; 
 
 
-    The Group is profitable with strong underlying 
      cash flows; and 
 
 
-    The Group is financed by long-term borrowings 
      with an average maturity of 9 years and has access 
      to short-term committed borrowing facilities of 
      GBP137m. 
 

Consequently, after making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual reports and accounts.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR

Each of the directors, who is a director of the Company as at the date of this report, confirms that:

a) so far as he or she is aware, there is no relevant audit information of which the Company's auditor is unaware; and

   b)    he or she has taken all the steps he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information. 

This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

AUDITOR

A resolution to re-appoint Deloitte LLP as the Company's auditor and authorise the directors to determine their remuneration will be proposed at the annual general meeting.

ON BEHALF OF THE BOARD:

P A Jones

Director

24 April 2018

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHERN ELECTRIC PLC

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion on financial statements

In our opinion the financial statements:

 
-    the financial statements give a true and fair 
      view of the state of the group's and of the parent 
      company's affairs as at 31 December 2017 and of 
      the group's profit for the year then ended; 
 
 
-    the group financial statements have been properly 
      prepared in accordance with International Financial 
      Reporting Standards (IFRSs) as adopted by the 
      European Union and IFRSs as issued by the International 
      Accounting Standards Board (IASB); 
 
 
-    the parent company financial statements have been 
      properly prepared in accordance with IFRSs as 
      adopted by the European Union and as applied in 
      accordance with the provisions of the Companies 
      Act 2006; and 
 
 
-    the financial statements have been prepared in 
      accordance with the requirements of the Companies 
      Act 2006 and, as regards the group financial statements, 
      Article 4 of the IAS Regulation. 
 

We have audited the financial statements of Northern Electric plc (the 'parent company') and its subsidiaries (the 'group') which comprise:

 
-    the consolidated statement of profit or loss; 
-    the consolidated statement of profit or loss and 
      other comprehensive income; 
-    the consolidated and company statements of financial 
      position; 
-    the consolidated and company statements of changes 
      in equity; 
-    the consolidated and company statements of cash 
      flows; and 
-    the related notes to the financial statements 
      1 to 33 
 

The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that the non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHERN ELECTRIC PLC - continued

Summary of audit approach

 
-  Key audit  The key audit matters that we identified 
    matter     in the current year was percentage allocation 
               of overheads capitalised 
 
 
-  Materiality  The materiality that we used in the current 
                 year was GBP7.0m which was determined 
                 on the basis of 5% of profit before tax 
                 for the year. 
 
 
-  Scoping  The focus of our audit work was on the 
             main regulated business, Northern Powergrid 
             (Northeast) Ltd and the significant sub-consolidations 
             in the group. 
 

Conclusions relating to going concern

We are required by ISAs (UK) to report in respect of the following matters where:

 
-    the directors' use of the going concern basis 
      of accounting in preparation of the financial 
      statements is not appropriate; or 
 
 
-    the directors have not disclosed in the financial 
      statements any identified material uncertainties 
      that may cast significant doubt about the company's 
      ability to continue to adopt the going concern 
      basis of accounting for a period of at least twelve 
      months from the date when the financial statements 
      are authorised for issue. 
 

We have nothing to report in respect of these matters.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Overhead allocation

 
Key audit matter  Total additions in the year across Northern 
 description       Powergrid (Northeast) were GBP192m, 
                   which includes replacement of failed 
                   assets and overheads. Due to the potential 
                   for bias to be involved in making these 
                   estimates, the nature of expenditure 
                   capitalised by the distribution business 
                   is a key audit matter. A portion of 
                   overheads are capitalised to the extent 
                   they are considered to relate to capital 
                   additions that have taken place during 
                   the year. 
                   The calculation of capitalised overheads 
                   remains an area at risk of potential 
                   bias due to the level of subjectivity 
                   in the percentages of overheads capitalised. 
                   The key risk here being management's 
                   judgement in the percentage amounts 
                   capitalised are not reflective of the 
                   capital spend. 
 

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHERN ELECTRIC PLC - continued

Overhead allocation - continued

 
How the scope   We have reviewed the capital spend in 
 of the audit    the year, the current policies in place 
 responded to    and assessed their suitability in line 
 the key audit   with IAS 16, along with reviewing of 
 matter          the approach management takes towards 
                 assessing capitalised overheads and 
                 any changes introduced in the current 
                 year. 
                 We have obtained relevant industry benchmarks 
                 for the proportions to capitalised, 
                 using these benchmarks to challenge 
                 management as to the appropriateness 
                 of their judgement. 
                 We have evaluated the design and implementation 
                 of controls surrounding accounting for 
                 capital spend. 
                 We have reviewed the overhead allocation 
                 model, including testing the underlying 
                 overhead expenditure being apportioned. 
                 We have performed a substantive analytical 
                 review to consider whether the apportionment 
                 between entities is consistent with 
                 the prior year. 
                 We have performed detailed testing of 
                 the total overheads included within 
                 the allocation model which are subsequently 
                 capitalised based on management's assessment 
                 of percentage allocation. 
 
 
Key observations  No material differences were identified 
                   based upon the procedures above. We 
                   have therefore concluded management's 
                   overhead capitalisation judgement is 
                   reasonable, with policies applied being 
                   appropriate and consistent with prior 
                   year and IFRS requirements. 
 

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

 
Materiality  GBP7.0m 
 
 
Basis for determining  5% of profit before tax during the 
 materiality            current year. 
 
 
Rationale for the   The company's primary activity is 
 benchmark applied   to borrow funds to lend to other 
                     group companies. Therefore the interest 
                     income balance is considered to 
                     be a key driver of company activity. 
 

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHERN ELECTRIC PLC - continued

Our application of materiality - continued

We agreed with the Board of Directors that we would report to the Board all audit differences in excess of GBP0.25m (2016: GBP0.30m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Board of Directors on disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit

Our group audit was scoped by obtaining an understanding of the Group and its environment, including internal controls, and assessing the risks of material misstatement at the Group level. The operations of the group are mainly focused in the United Kingdom in the electricity distribution business, with some overseas assets in the oil and gas industry.

The focus of our audit work was on the main regulated business, Northern Powergrid (Northeast) ltd, with work performed at a combination of the group's offices in the North East and Yorkshire regions, and we have audited the significant subconsolidations in the group. Other sizeable companies within the group include Integrated Utility Services Ltd, which provides contracting and maintenance services to the electricity, rail and water industries, and Northern Powergrid Metering Ltd which leases smart meters to energy providers.

At the Group level we have tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit or audit of specified account balances.

.

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHERN ELECTRIC PLC

An overview of the scope of our audit - continued

The majority of profit before tax not accounted for by our full scope audit procedures relates to consolidation adjustments which are tested in full as part of our audit procedures

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHERN ELECTRIC PLC

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 
-    the information given in the strategic report 
      and the directors' report for the financial year 
      for which the financial statements are prepared 
      is consistent with the financial statements; and 
 
 
-    the strategic report and the directors' report 
      have been prepared in accordance with applicable 
      legal requirements. 
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

 
Adequacy of explanations  Under the Companies Act 2006                                    We have nothing 
 received and              we are required to report                                       to report in 
 accounting records        to you if, in our opinion:                                      respect of 
                            *    we have not received all the information and              these matters. 
                                 explanations we require for our audit; or 
 
 
                            *    adequate accounting records have not been kept, or 
                                 returns adequate for our audit have not been received 
                                 from branches not visited by us; or 
 
 
                            *    the financial statements are not in agreement with 
                                 the accounting records and returns. 
 
 
Directors' remuneration  Under the Companies Act 2006       We have nothing 
                          we are also required to report     to report in 
                          if in our opinion certain          respect of 
                          disclosures of directors'          these matters. 
                          remuneration have not been 
                          made. 
 

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHERN ELECTRIC PLC

Other Matters

 
Auditor tenure  Following the recommendation of the 
                 audit committee, we were appointed by 
                 the board of Northern Powergrid Holdings 
                 Company in 1998 to audit the financial 
                 statements for the year ending 31 December 
                 1998 and subsequent financial periods. 
                 The period of total uninterrupted engagement 
                 including previous renewals and reappointments 
                 of the firm is 19 years, covering the 
                 years ending 31 December 1998 to 31 
                 December 2017. 
 
 
Consistency of        Our audit opinion is consistent with 
 the audit report      the additional report to the Board of 
 with the additional   Directors we are required to provide 
 report to the         in accordance with ISAs (UK). 
 Board of Directors 
 

David M Johnson FCA (Senior Statutory Auditor)

for and on behalf of Deloitte LLP

Chartered Accountants and Statutory Auditor

Newcastle upon Tyne

United Kingdom

25 April 2018

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE YEARED 31 DECEMBER 2017

                                                                                                                                                     2017                                              2016 

Notes GBP'000 GBP'000

CONTINUING OPERATIONS

Revenue 3 403,441 384,867

Cost of sales (41,615) (43,336)

 
 
 

GROSS PROFIT 361,826 341,531

Operating expenses 9 (181,610) (160,350)

 
 
OPERATING PROFIT   180,216  181,181 
 
 

Other gains 331 522

Finance costs 5 (41,404) (39,139)

Finance income 5 1,100 1,354

 
 
PROFIT BEFORE INCOME 
 TAX                   6140,243  143,918 
 
 

Income tax 7 (28,805) (7,210)

 
 
 

PROFIT FOR THE YEAR 111,438 136,708

 
 
 

Profit attributable to:

Owners of the parent 111,438 136,708

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEARED 31 DECEMBER 2017

                                                                                                                                                     2017                                              2016 
                                                                                                                                                    GBP'000                                             GBP'000 

PROFIT FOR THE YEAR 111,438 136,708

OTHER COMPREHENSIVE INCOME

Item that will not be reclassified to profit or loss:

Re-measurement of net pension obligation 57,800 (84,700)

 
Income tax relating to item 
 of other comprehensive income   (9,262)  14,197 
 
 
 
                                                                                                                                                  48,538                                         (70,503) 

Item that may be reclassified subsequently to profit or loss:

Cash flow hedge (346) -

 
Income tax relating to item 
 of other comprehensive income   59  - 
 
 
 
                                                                                                                                                      (287)                                                    - 
 
OTHER COMPREHENSIVE INCOME/(LOSS) 
 FOR THE YEAR, NET OF                48,251   (70,503) 
 INCOME TAX 
 
TOTAL COMPREHENSIVE INCOME 
 FOR THE YEAR                       159,689     66,205 
 
 
 

Total comprehensive income attributable to:

Owners of the parent 159,689 66,205

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2017

                                                                                                                                                     2017                                              2016 

Notes GBP'000 GBP'000

ASSETS

NON-CURRENT ASSETS

Intangible assets 10 47,568 40,857

Property, plant and equipment 11 2,551,472 2,322,900

Investments 12 3,428 3,319

Pension asset 24 116,900 31,500

Trade and other receivables 15 6,358 8,406

 
 
 
                                                                                                                                            2,725,726                                      2,406,982 
 
 
 

CURRENT ASSETS

Inventories 13 13,382 12,836

Trade and other receivables 14 94,321 83,640

Cash and cash equivalents 15 16,612 515

Restricted cash 16 2,182 -

 
 
 
                                                                                                                                               126,497                                           96,991 
 
 
 

TOTAL ASSETS 2,852,223 2,503,973

 
 
 

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital 17 72,173 72,173

Share premium 18 158,748 158,748

Hedging reserves 18 (287) -

Other reserves 18 6,185 6,185

Retained earnings 18 874,944 737,668

 
 
 

TOTAL EQUITY 1,111,763 974,774

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued

31 DECEMBER 2017

                                                                                                                                                     2017                                              2016 

Notes GBP'000 GBP'000

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables 19 584,348 562,308

 
Borrowings             20  694,092  587,414 
Derivative liability   21      327        - 
 

Deferred tax 23 102,552 89,462

Provisions 22 1,690 1,803

 
 
 
                                                                                                                                            1,383,009                                      1,240,987 
 
 
 

CURRENT LIABILITIES

Trade and other payables 19 144,828 129,882

 
Borrowings             20  203,972  153,844 
Derivative liability   21       19        - 
 

Tax payable 7,421 3,764

Provisions 22 1,211 722

 
 
 
                                                                                                                                               357,451                                         288,212 
 
 
 

TOTAL LIABILITIES 1,740,460 1,529,199

 
 
 

TOTAL EQUITY AND LIABILITIES 2,852,223 2,503,973

 
 
 

The financial statements were approved by the Board of Directors on 24 April 2018 and were signed on its behalf by:

P A Jones

Director

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

COMPANY STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2017

                                                                                                                                                     2017                                              2016 

Notes GBP'000 GBP'000

ASSETS

NON-CURRENT ASSETS

Intangible assets 10 - -

Property, plant and equipment 11 1,587 1,634

Investments 12 328,070 328,070

Deferred tax 23 137 -

 
 
 
                                                                                                                                               329,794                                         329,704 
 
 
 

CURRENT ASSETS

Trade and other receivables 14 3,762 317

Tax receivable 1,684 6,047

 
 
 
                                                                                                                                                    5,446                                             6,364 
 
 
 

TOTAL ASSETS 335,240 336,068

 
 
 

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital 17 72,173 72,173

Share premium 18 158,748 158,748

Other reserves 18 6,185 6,185

Retained earnings 18 14,797 23,391

 
 
 

TOTAL EQUITY 251,903 260,497

 
 
 

LIABILITIES

NON-CURRENT LIABILITIES

 
Borrowings   20  1,117  1,117 
 

Deferred tax 23 - 2,758

 
 
 
                                                                                                                                                    1,117                                             3,875 
 
 
 

CURRENT LIABILITIES

Trade and other payables 19 6,073 3,177

 
Borrowings   20  74,537  66,806 
 

Provisions 22 1,610 1,713

 
 
 
                                                                                                                                                  82,220                                           71,696 
 
 
 

TOTAL LIABILITIES 83,337 75,571

 
 
 

TOTAL EQUITY AND LIABILITIES 335,240 336,068

 
 
 

As permitted by Section 408 of the Companies Act 2006, the statement of profit or loss of the Company is not presented as part of these financial statements. The Company's profit for the financial year was GBP14.1 million (2016: GBP14.4 million).

The financial statements were approved by the Board of Directors on 24 April 2018 and were signed on its behalf by:

P A Jones

Director

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 2017

 
                           Called 
                               up 
                            share    Retained      Share    Hedging       Other       Total 
                          capital    earnings    premium    reserve    reserves      equity 
                          GBP'000     GBP'000    GBP'000    GBP'000     GBP'000     GBP'000 
 
 Balance at 
  1 January 2016           72,173     771,463    158,748          -       6,185   1,008,569 
 
 Changes in 
  equity 
 Dividends                      -   (100,000)          -          -           -   (100,000) 
 Total comprehensive 
  income                        -      66,205          -          -           -      66,205 
                        ---------  ----------  ---------  ---------  ----------  ---------- 
 
 Balance at 31 
  December 2016            72,173     737,668    158,748          -       6,185     974,774 
                        ---------  ----------  ---------  ---------  ----------  ---------- 
 
 Changes in 
  equity 
 Dividends                      -    (22,700)          -          -           -    (22,700) 
 Total comprehensive 
  income                        -     159,976          -      (287)           -     159,689 
                        ---------  ----------  ---------  ---------  ----------  ---------- 
 
 Balance at 31 
  December 2017            72,173     874,944    158,748      (287)       6,185   1,111,763 
                        =========  ==========  =========  =========  ==========  ========== 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 2017

Called up

                                                                                       share              Retained                    Share                   Other               Total 
                                                                                     capital              earnings              premium               reserves             equity 

GBP'000 GBP'000 GBP'000 GBP'000 GBP'000

Balance at 1 January 2016 72,173 107,480 158,748 6,185 344,586

Changes in equity

Dividends - (100,000) - - (100,000)

Total comprehensive income - 15,911 - - 15,911

 
 
 

Balance at 31 December 2016 72,173 23,391 158,748 6,185 260,497

 
 
 

Changes in equity

Dividends - (22,700) - - (22,700)

Total comprehensive income - 14,106 - - 14,106

 
 
 

Balance at 31 December 2017 72,173 14,797 158,748 6,185 251,903

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARED 31 DECEMBER 2017

                                                                                                                                                     2017                                              2016 

Notes GBP'000 GBP'000

Cash flows from operating activities

Cash generated from operations 31 225,498 217,880

Finance costs paid (45,048) (41,413)

Interest received 435 1,065

Tax paid (21,261) (8,608)

 
 
 

Net cash from operating activities 159,624 168,924

 
 
 

Cash flows used in investing activities

Purchase of intangible fixed assets (11,417) (12,963)

Purchase of property, plant and equipment (321,520) (247,702)

Sale of property, plant and equipment 396 487

Customer contributions 52,141 44,896

Dividends received 509 491

 
 
 

Net cash used in investing activities (279,891) (214,791)

 
 
 

Cash flows from financing activities

New loans in year 155,011 -

Movement in loans from Group 6,235 137,558

Movement in restricted cash (2,182) -

Equity dividends paid (22,700) (100,000)

 
 
 

Net cash from financing activities 136,364 37,558

 
 
Increase/(decrease) in cash 
 and cash equivalents          16,097  (8,309) 
Cash and cash equivalents 
 at beginning of year             515    8,824 
 
Cash and cash equivalents 
 at end of year                16,612      515 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEARED 31 DECEMBER 2017

                                                                                                                                                     2017                                              2016 

Notes GBP'000 GBP'000

Cash flows from operating activities

Cash generated from operations 31 1,091 778

Finance costs paid (9,428) (9,096)

Interest received - 56

Dividends received 23,209 22,291

Tax received/(paid) 97 (2,885)

 
 
 

Net cash from operating activities 14,969 11,144

 
 
 

Cash flows used in financing activities

Movement in borrowings in year - 2,395

Movements in loans from Group 7,731 62,139

Equity dividends paid (22,700) (100,000)

 
 
 

Net cash used in financing activities (14,969) (35,466)

 
 
Decrease in cash and cash equivalents       -(24,322) 
Cash and cash equivalents 
 at beginning of year                      -    24,322 
 
Cash and cash equivalents                 -         - 
 at end of year 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARED 31 DECEMBER 2017

   1.           GENERAL INFORMATION 

Northern Electric plc (the "Company") is a private company limited by shares incorporated in England and Wales and is part of the Northern Powergrid Holdings Company group of companies (the "Northern Powergrid Group"). The address of the registered office is Lloyds Court, 78 Grey Street, Newcastle-upon-Tyne, NE1 6AF.

The nature of the Group's business model, strategic objectives, operations and activities are set out in the Strategic Report.

   2.           ACCOUNTING POLICIES 

Accounting convention and basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). These financial statements have also been prepared in accordance with IFRS as adopted by the European Union, and with those parts of the Companies Act 2006 (the "Act") that are applicable to companies reporting under IFRS. The Company's financial statements have also been prepared in accordance with IFRS, as applied in accordance with the provisions of the Act. The directors have taken advantage of the exemption offered by Section 408 of the Act not to present a separate statement of profit or loss for the Company.

The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for leasing transactions which are in the scope of IAS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 
-    Level 1 inputs are quoted prices (unadjusted) 
      in active markets for identical assets or liabilities 
      that the Company can access at the measurement 
      date; 
 
 
-    Level 2 inputs are inputs, other than quoted 
      prices included within Level 1, that are observable 
      for the asset or liability, either directly 
      or indirectly; and 
 
 
-    Level 3 inputs are unobservable inputs for the 
      asset or liability. 
 

The principal accounting policies are set out below.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries made up to 31 December each year. Control is achieved where the Company has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee, and has the ability to use its power to affects its returns.

Entities not controlled by the Company and its subsidiaries are recognised at their fair value through profit or loss.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have the rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting except when classified as held for sale. Investments in associates or joint venture entities are initially recognised at cost and adjusted thereafter to recognise the Group's share of profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture, the Group discontinues recognising its share of future losses.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

Fixed asset investments are stated at cost less provision or amounts written off for impairment in value.

Application of new and revised IFRS

In the current year, the Company has a number of amendments to IFRS issued by the International Accounting Standards Board ("IASB") that are mandatorily effective for an accounting period that begins on or after 1 January 2017:

Amendments to IAS 1

The amendments clarify that an entity need not provide specific disclosure required by an IFRS if the information resulting from that disclosure is not material, and give guidance on the bases of aggregating and disaggregating information for disclosure purposes.

In addition the amendments clarify that an entity's share of its other comprehensive income of associates and joint ventures accounted for using the equity method should be presented separately from those arising from the Group.

The adoption of these amendments has not resulted in any impact on the financial performance or financial position of the Group.

Amendments to IAS 7

The amendments require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The directors of the Company do not anticipate the application of these amendments has had no material impact on the Company's financial statements.

Amendments to IAS 12

The amendments to IAS 12 Income Taxes clarify when a deferred tax asset should be recognised for unrealised losses. The application of the amendments has not resulted in any impact on the financial performance or financial position of the Company.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Amendments to IAS 16 and IAS 38

The amendments to IAS 16 prohibit entities from using a revenue based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortisation of an intangible asset. As the Group already uses the straight-line method for depreciation and amortisation for its property, plant and equipment and intangible assets, respectively, the adoption of these amendments has had no impact on the Group's consolidated financial statements.

Amendments to IAS 27

The amendments focus on separate financial statements and allow the use of the equity method in such statements. Specifically amendments allow an entity to account for investments in subsidiaries, associates and joint ventures in its separate financial statements. Additionally the amendments also clarify that when a parent ceases to be an investment entity, or becomes an investment entity, it should account for the change from the date when the change in status occurs. The adoption of the amendments has had no impact on the Company's separate financial statements as the Company accounts for investments in subsidiaries and associates at cost.

Annual Improvements to IFRSs 2014-2016 Cycle

The annual improvements to IFRSs 2014-2016 Cycle include a number of amendments to IFRSs. The application of these amendments has had no effect on the Company's financial statement.

New and revised standards in issue but not yet effective

The Company has not applied the following new and revised IFRS that have been issued but are not yet effective for the year ended 31 December 2017:

IFRS 9 - Financial Instruments (1 January 2018)

A revised version of IFRS 9, Financial Instruments, was issued in July 2014 mainly to include:

a) impairment requirements for financial assets; and

b) limited amendments to the classification and measurement requirements by introducing a 'fair value through other comprehensive income' ("FVTOCI") measurement category for certain simple debt instruments.

The directors of the Company anticipate that the application of IFRS 9 in the future is unlikely to have a material impact on amounts reported in respect of the Company's financial assets and financial liabilities.

IFRS 15 - Revenue from Contracts with Customers (1 January 2018)

In May 2014, IFRS 15, Revenue from Contracts with Customers, was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 11 Construction Contracts, IAS 18 Revenue and the related Interpretations.

The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied.

Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15. On the whole the directors anticipate that the application of IFRS 15 will not have a material impact on the Company's financial statements, however there is ongoing discussion in the industry and amongst the accounting professions to consider the appropriate accounting treatment for customer contributions towards distribution system assets. We continue to engage in these conversations and will evaluate and conclude prior to the application of the standard.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

IFRS 16 - Leases (1 January 2019)

IFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees. IFRS 16 will supersede the current lease guidance including IAS 17 Leases and the related interpretations when it becomes effective.

IFRS 16 distinguishes between leases and service contracts on the basis of whether an identified asset is controlled by a customer. Distinctions between operating leases and finance leases are removed for lessee accounting, and is replaced by a model where right-of-use asset and a corresponding liability have to be recognised for all leases by lessees except for short term leases and leases of low-value assets.

As of 31 December 2017, the Company has non-cancellable operating lease commitments of GBP24.0 million, IAS 17 does not require recognition of any right-of-use asset or liability for future payments for these leases.

A preliminary assessment indicates that these arrangements will meet the definition of a lease under IFRS 16, and hence the Company will recognise a right-of-use asset and corresponding liability in respect of all these leases unless they qualify for low-value or short-term leases upon the application of IFRS 16. The directors of the Company anticipate that the application of IFRS 16 is unlikely to have a material impact on amounts reported in the statement of profit or loss.

Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations, that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on amounts recognised in the consolidated financial statements:

 
-    The split of operating and capital expenditure 
      and the allocation of overheads to property, 
      plant and equipment: 
 
      The allocation of overheads to capital is derived 
      from a detailed analysis of the costs and their 
      cost drivers which is reviewed on annual basis. 
      The percentage allocation of overheads across 
      the workstream categories are obtained from 
      section managers who are asked to provide reasoning 
      and supporting evidence for the allocation. 
      Finance then undertake a financial impact assessment 
      review and the rationale to ensure it complies 
      with IFRS: 
      The amount of overheads capitalised in the year 
      was GBP40.0m (2016: GBP38.3m) 
 

Key sources of estimation uncertainty

The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

 
-    Assumptions used when evaluation long-term pension 
      plans, these assumptions and their possible 
      impacts are disclosed in note 24. 
 

Operating profit

Operating profit is stated after charging restructuring costs and after the share of results of associates but before investment income and finance costs.

Investments in subsidiaries

Investments in subsidiaries are account for at cost less impairment.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Revenue

Revenue is only recognised when the risks and rewards of ownership have been transferred to a third party. No revenue is recognised where there are significant uncertainties regarding the consideration to be received or the costs associated with the transaction.

Revenue is measured at the fair value of consideration received or receivable.

Revenue represents charges for the use of the Group's distribution network, amortisation of customer contributions, recharge of costs incurred on behalf of related parties and the invoiced value of other goods sold and services provided, exclusive of value added tax.

Revenues from charges to end customers for the use of the Group's distribution network include estimates of the units distributed. The estimated usage is based on historic data, judgement and assumptions. Revenues are gradually adjusted to reflect actual usage in the period during which actual meter readings are obtained.

Any under or over-recovery of allowed distribution network revenues as prescribed by Ofgem is not provided for in the financial statements and will be recovered/repaid through future tariffs.

Customer contributions towards distribution system assets are included in deferred revenue. The Group's policy is to credit the customer contribution to revenue on a straight-line basis, in line with the useful life of the distribution system assets.

Income from credit sale charges is apportioned in the statement of profit or loss over the period of the sales agreements.

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established.

Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the end of the reporting period, based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of the costs incurred where it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

When contract costs incurred to date plus recognised profits less recognised losses exceed progress billings, the surplus is shown as amounts due from customers for contract work. For contracts where progress billings exceed contract costs incurred to date plus recognised profits less recognised losses, the surplus is shown as the amounts due to customers for contract work. Amounts received before the related work is performed are included in the consolidated statement of financial position, as a liability, as advances received. Amounts billed for work performed but not yet paid by the customer are included in the consolidated statement of financial position under trade and other receivables.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Software development costs

Costs in respect of major developments are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated useful life of the software of up to 10 years. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use are added to the cost of those assets , until such time as the assets are substantially ready for their intended use.

All other borrowing costs are recognised in profit or loss in the period which they are incurred.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the purchase price of the asset and any costs, including internal employee and other costs, directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives, using the straight-line method:

Distribution system:

 
Distribution system assets                    45 years 
Distributed generation assets                 15 years 
Information technology equipment included     up to 10 
 in distribution system assets                   years 
 
 
Metering equipment     up to 10 
                          years 
 

Non-operational land & buildings:

 
 Buildings - freehold               up to 60 years 
 Buildings - leasehold              lower of lease 
                                period or 60 years 
                                    up to 10 years 
   Fixtures and equipment: 
 

Freehold land is not depreciated.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any material changes in those estimates accounted for on a prospective basis. Due to the significance of the Company's investment in property, plant and equipment, variations in estimates could impact operating results both positively and negatively although, historically, few changes have been required.

Assets in the course of construction are carried at cost, less any recognised impairment loss. Costs include professional fees, and, for qualifying assets, borrowing costs capitalised in accordance with the Company's accounting policy. Such assets are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation on these assets, on the same basis as other assets, commences when the assets are commissioned. Assets are derecognised when they are disposed of profit or loss on disposal is recognised in other gains on the statement of profit or loss.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Internally-generated intangible assets

An internally generated intangible asset arising from development is recognised if the conditions set out in IAS 38 relating to the recognition of intangible assets are met. The amount initially recognised for internally-generated intangible asset is the sum of expenditure incurred from the date when the intangible asset first meets the recognition criteria. Amortisation is recognised on a straight-line basis over their estimated useful lives.

Impairment of tangible and intangible assets

At the balance sheet date, the Company reviews the carrying amounts of its tangible and intangible assets 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 is estimated to determine the extent of the impairment loss (if any). 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 to which the asset belongs.

An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

Where the recoverable amount is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Financial instruments

Financial assets and financial liabilities are recognised on the statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Financial liabilities are either recognised as financial liabilities at fair value through profit or loss, or as other liabilities. A financial liability is classified at FVTPL when the financial liability is either held for trading or it is designated at FVTPL. An asset is designated at FVTPL if such designation eliminates or substantially reduces a measurement or recognition inconsistency that would otherwise arise.

Other financial liabilities, including borrowings, are initially recognised at fair value, net of transaction costs and subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

Derivative Financial Instruments

Derivative financial instruments are initially recognised at fair value and subsequently remeasured at fair value at each reporting date. Changes in fair values are recorded in the period they arise, in either the income statement or other comprehensive income depending on the applicable accounting standards. Where the fair value of a derivative is positive it is carried as a derivative asset, and where negative as a derivative liability. The fair value of the financial derivatives is calculated by discounting all future cash flows using the market yield curve at the reporting date. The market yield curve for each currency is obtained from external sources. In the absence of sufficient market data, fair values would be based on the quoted market price of similar derivatives.

The Group designates certain hedging instruments as cash flow hedges. At inception of the hedge and on an ongoing basis the group documents whether the hedging instrument is highly effective in offsetting changes in cash flows of the hedged item. The effective portion of changes in fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is immediately recognised in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss. Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income at that time is accumulated in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Raw materials and goods for resale are valued at purchase cost on an average price basis. Work in progress is valued at the cost of direct materials and labour plus attributable overheads based on the normal level of activity less progress payments.

Assets held for sale comprise of leased vehicles which have been returned to the Group at the end of the lease agreement and are stated at the lower of the value attributed to the vehicle under the terms of the agreement or net realisable value. Net realisable value is based on estimated selling price less further costs expected to be incurred to completion and disposal. Within the statement of profit or loss, any profits or losses arising from the sale of assets held for sale are recognised in costs of sales.

Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before tax' as reported in the statement of profit or loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting period and reduced to the extent that that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Research costs

Expenditure on research activities is written off to the statement of profit or loss in the year in which it is incurred.

Other than the software development licenses, the Group and the Company do not carry out any other development activity that would give rise to an intangible asset.

Foreign currencies

Transactions in foreign currencies are recognised at the rate of exchange prevailing at the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at that date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Leases

Leases are classified as finance leases wherever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Operating lease rentals are charged to the statement of profit or loss or in property, plant and equipment on a straight-line basis over the lease term.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Pensions

The Group contributes to the DB Scheme a defined benefit scheme.

The cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling and the return on plan assets (excluding interest) are reflected immediately in the statement of financial position with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying a discount rate at the beginning of the period to the net defined liability or asset. Defined benefit costs are categorised as service cost, net interest expense or income and re-measurement.

The retirement benefit obligation recognised in the statement of financial position represents the actual deficit or surplus in the Company's defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.

The Group also participates in a defined contribution scheme. Contributions payable to the defined contribution scheme are charged to the statement of profit or loss in the year or capitalised as appropriate when employees have rendered service entitling them to the contributions.

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period in which the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   2.           ACCOUNTING POLICIES - continued 

Financial assets

Financial assets, including trade and other receivables and cash and cash equivalents, are classified as loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

The effective interest method is a method of calculating the amortised cost of an instrument and of allocating income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the instrument to the net carrying amount on initial recognition.

Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial.

Cash and cash equivalents (which are presented as a single class of assets on the face of the statement of financial position) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less, which are subject to an insignificant risk of changes in value.

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For certain categories of financial assets, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 30 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in the statement of profit or loss.

Going Concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Further detail is contained within the Going Concern Statement in the Report of the Directors.

   3.           SEGMENTAL REPORTING 

Reportable segments are those that meet two or more of the following criteria under IFRS 8:

- Its reported revenue is 10% or more of the combined revenue of all segments;

- The absolute measure of its profit or loss is 10% or more of the combined reported profit; and

- Its assets are 10% or more of the combined assets of all segments.

"Other" comprises business support units.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   3.           SEGMENTAL REPORTING - continued 
 
                      Distribution  Contacting  Metering  Other  Consolidation  Total 
                                                                  adjustments 
                              2017        2017      2017   2017           2017       2017 
                              GBPm        GBPm      GBPm   GBPm           GBPm       GBPm 
Revenue 
External 
 Sales                       328.0        33.0      37.5    4.9              -      403.4 
Inter-segment 
 sales                         0.3         3.7         -    3.4          (7.4)          - 
                      ------------  ----------  --------  -----  -------------  --------- 
 
Total Revenue                328.3        36.7      37.5    8.3          (7.4)      403.4 
                      ============  ==========  ========  =====  =============  ========= 
 
Segment results 
Operating 
 profit/(loss)               137.1         3.1      14.2    2.4           23.4      180.2 
                      ============  ==========  ========  =====  ============= 
 
Other gains                                                                           0.3 
Finance costs                                                                      (41.4) 
Finance income                                                                        1.1 
                                                                                --------- 
 
Profit before 
 tax                                                                                140.2 
                                                                                ========= 
 
Other information 
Capital additions            203.0           -     137.3      -          (2.5)      337.8 
Depreciation 
 and amortisation             82.0           -      22.2      -          (1.6)      102.6 
Amortisation 
 of revenue                 (21.2)           -         -      -              -     (21.2) 
                      ============  ==========  ========  =====  =============  ========= 
 
Statement 
 of financial 
 position 
Segment assets             2,462.4        16.2     278.2   15.4           57.8    2,830.0 
                      ------------  ----------  --------  -----  ------------- 
 
Unallocated 
 assets                                                                              22.2 
                                                                                --------- 
 
Total assets                                                                      2,852.2 
                                                                                ========= 
 
Segment liabilities        (694.3)       (8.3)    (22.7)  (4.6)          (2.6)    (732.5) 
                      ------------  ----------  --------  -----  ------------- 
 
Unallocated 
 liabilities                                                                    (1,007.9) 
                                                                                --------- 
 
Total liabilities                                                               (1,740.4) 
                                                                                ========= 
 
Net assets 
 by segment                1,768.1         7.9     255.5   11.0           55.2    2,097.5 
                      ------------  ----------  --------  -----  ------------- 
 
Unallocated 
 net liabilities                                                                  (985.7) 
                                                                                --------- 
 
Total net 
 assets                                                                           1,111.8 
                                                                                ========= 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   3.           SEGMENTAL REPORTING - continued 
 
                      Distribution  Contacting  Metering  Other  Consolidation  Total 
                                                                  adjustments 
                              2016        2016      2016   2016           2016       2016 
                              GBPm        GBPm      GBPm   GBPm           GBPm       GBPm 
Revenue 
External 
 Sales                       332.5        27.7      19.2    5.5              -      384.9 
Inter-segment 
 sales                         0.5         2.0         -    3.6          (6.1)          - 
                      ------------  ----------  --------  -----  -------------  --------- 
 
Total Revenue                333.0        29.7      19.2    9.1          (6.1)      384.9 
                      ============  ==========  ========  =====  =============  ========= 
 
Segment results 
Operating 
 profit/(loss)               153.5       (3.9)       7.4    0.3           23.9      181.2 
                      ============  ==========  ========  =====  ============= 
 
Other gains                                                                           0.5 
Finance costs                                                                      (39.1) 
Finance income                                                                        1.3 
                                                                                --------- 
 
Profit before 
 tax                                                                                143.9 
                                                                                ========= 
 
Other information 
Capital additions            199.7           -      90.1      -          (0.1)      289.7 
Depreciation 
 and amortisation             77.9           -      11.2      -          (1.7)       87.4 
Amortisation 
 of revenue                 (19.3)           -         -      -              -     (19.3) 
                      ============  ==========  ========  =====  =============  ========= 
 
Statement 
 of financial 
 position 
Segment assets             2,340.6        17.5     156.5   17.5         (32.0)    2,500.1 
                      ------------  ----------  --------  -----  ------------- 
 
Unallocated 
 assets                                                                               3.8 
                                                                                --------- 
 
Total assets                                                                      2,503.9 
                                                                                ========= 
 
Segment liabilities        (666.6)       (9.8)    (14.2)  (5.8)            1.7    (694.7) 
                      ------------  ----------  --------  -----  ------------- 
 
Unallocated 
 liabilities                                                                      (834.4) 
                                                                                --------- 
 
Total liabilities                                                               (1,529.1) 
                                                                                ========= 
 
Net assets 
 by segment                1,674.0         7.7     142.3   11.7         (30.3)    1,805.4 
                      ------------  ----------  --------  -----  ------------- 
 
Unallocated 
 net liabilities                                                                  (830.6) 
                                                                                --------- 
 
Total net 
 assets                                                                             974.8 
                                                                                ========= 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   3.           SEGMENTAL REPORTING - continued 
 
     2017        2016 
  GBP'000    GBP'000. 
 
 
Distribution revenue       327,959  332,480 
Engineering contracting     33,036   27,737 
Meter asset rental          37,482   19,183 
Other                        4,964    5,467 
 
 
 
                                                                                                                                                                403,441           384,867 
 
 
 

Unallocated corporate assets and liabilities include cash and cash equivalents (2017: GBP16.6 million. 2016: GBP0.5 million), borrowings (2017: GBP742.8 million, 2016: GBP741.2 million) and taxation (2017: GBP110.0 million, 2016: GBP93.0 million).

External sales to RWE Npower plc in 2017 of GBP69.3 million (2016: GBP76.3 million) and British Gas plc in 2017 of GBP48.3 million (2016: GBP59.7 million) are included within the Distribution segment.

Sales and purchases between the different segments are made at commercial prices.

Consolidation Adjustments include the recognition of the GBP116.9m retirement benefit asset (2016: GBP31.5 million liability).

   4.           EMPLOYEES AND DIRECTORS 
 
                                         2017     2016 
                                      GBP'000  GBP'000 
Salaries                               63,699   63,030 
Social security costs                   7,049    7,004 
Defined benefit pension costs           (869)  (2,458) 
Defined contribution pension costs      2,312    1,893 
 
 
 
                                                                                                                                                               72,191                69,469 
 
Less charged to property, plant 
 and equipment                     (41,372)  (42,129) 
 
 
 
                                                                                                                                                               28,495                27,340 
 
 
 

A large number of the Group's employees are members of the DB Scheme, details of which are given in the Employee Benefit Obligations note 27.

The average monthly number of employees during the year was:

 
  2017    2016 
   No.     No. 
 
 
Distribution               1,072  1,066 
Engineering Contracting      159    160 
Other                         29     44 
 
 
 
                                                                                                                                                                  1,260                  1,270 
 
 
 

The company had an average of 29 employees during the year (2016: 44).

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   4.           EMPLOYEES AND DIRECTORS - continued 

DIRECTORS' REMUNERATION

 
                                   2017     2016 
Highest Paid:                   GBP'000  GBP'000 
Short-term employee benefits        402      342 
Post-employment benefits              -       11 
Other long-term benefits            466      396 
 
 
 
                                                                                                                                                                        868                  749 
 
 
 

Total:

 
Short-term employee benefits    628  551 
Post-employment benefits          3   23 
Other long-term benefits        587  562 
 
 
 
                                                                                                                                                                    1,218               1,136 
 
 
Directors who are a member of the 
 defined benefit scheme              -2 
Directors who are a member of the 
 defined contribution scheme         11 
 
Accrued pension benefit relating     -- 
 to highest paid director 
 
 

OTHER KEY PERSONNEL REMUNERATION

 
                                   2017     2016 
Total:                          GBP'000  GBP'000 
Short-term employee benefits        528      520 
Post-employment benefits            124      111 
Other long-term benefits            314      316 
 
 
 
                                                                                                                                                                        966                  947 
 
 
 

Other key personnel includes a number of senior functional managers who, whilst not board directors, have authority and responsibility for planning, directing and controlling the activities of the Company and the Group.

The directors and key personnel are remunerated for their services to the Northern Powergrid Group, of which the Company is a subsidiary. The figures above represent the share of the costs borne by the Group.

   5.           NET FINANCE COSTS 
                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Finance income:

Interest in joint venture 619 254

Dividends received 46 37

Interest on tax refund - 388

Deposit account interest 52 58

 
 Interest receivable on loans 
  to Group undertakings         383  617 
 
 
 
                                                                                                                                                                                  1,100               1,354 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   5.           NET FINANCE COSTS - continued 
                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Finance costs:

Bank interest 326 113

 
 Interest payable on other loans   27,627  25,612 
 Interest payable on loans from 
  Group undertakings                7,238   7,073 
 
 

Preference dividends payable 9,001 9,001 Capitalised interest (2,788) (2,660)

 
 
 
                                                                                                                                                                                41,404             39,139 
 
 
 

Net finance costs 40,304 37,785

 
 
 
   6.           PROFIT BEFORE INCOME TAX 

The profit before income tax is stated after charging/(crediting):

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Depreciation - owned assets 97,845 83,737

Software development costs amortisation 4,706 3,730

Foreign exchange differences (9) (40)

 
 Research costs                                 1,479       830 
 Amortisation of deferred revenue            (21,210)  (19,342) 
 Impairment of trade and other receivables        361       440 
 Profit on disposal of property, 
  plant and equipment                           (331)     (522) 
 
 
 

Analysis of auditor's remuneration is as follows:

 
     2017       2016 
  GBP'000    GBP'000 
 
 
Fees payable to the Company's auditor 
 for the audit of the Company's annual 
 accounts                                         26    26 
Fees payable to the Company's auditor 
 for the audit of the Company's subsidiaries     205   208 
 pursuant to legislation 
 
Total audit fees                                 231   234 
 
Audit of regulatory reporting                     45    45 
Other services                                    22     - 
 
Total auditor's remuneration                     298   279 
 
 
 
     2017       2016 
  GBP'000    GBP'000 
 
 
Fees payable to the Company's auditor 
 and its associates in respect of the     7   7 
 audit of associated pension schemes 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   7.           INCOME TAX 

Analysis of tax expense

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Current tax 30,174 14,030

Deferred tax (1,369) (6,820)

 
 
 Total tax expense in consolidated 
  statement of profit or loss        28,805  7,210 
 
 
 

Factors affecting the tax expense

The tax assessed for the year is higher (2016 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 
 
                                      140,243   143,918 
 Profit before income tax 
 
 Profit multiplied by the standard 
  rate of corporation tax in the 
  UK of 19.25% (2016 - 20.00%)         26,997    28,784 
 
 

Effects of:

 
 Permanent items/non-taxable income           (149)     (130) 
 Tax effect of result of joint venture        (119)      (51) 
 Under/(over) provision                       2,385   (2,520) 
 Agreement of prior year tax claim                -  (13,817) 
 Release of deferred tax in respect 
  of prior year holdover relief claims 
  due to asset reinvestment                 (1,369)         - 
 Effect of difference between corporation 
  and deferred tax rate                     (1,269)         - 
 Effect of changes in tax rates                   -   (7,651) 
 Pension contributions recognised 
  in Other Comprehensive Income ("OCI")         588       789 
 Non-deductible interest expense              1,733      1800 
 Other                                            8         6 
 
 
 

Tax expense 28,805 7,210

 
 
 

Included within the prior year under-provision of GBP2.4m is a net current and deferred tax amount of GBP2.5m in relation to an initial assessment which the company has undertaken on the availability of business asset replacement relief to shelter historic chargeable gains. This under provision may reduce in future periods following the completion of the assessment by the company.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   7.           INCOME TAX - continued 
 
                             2017       2016 
Tax expense comprises:    GBP'000    GBP'000 
 
 

Current tax expense:

 
Corporation tax charge for the 
 year                               26,477    28,907 
Under/(over) provision for prior 
 years                               3,697  (14,877) 
 
Total current tax charge            30,174    14,030 
 
 

Deferred tax:

 
Deferred tax expenses relating 
 to the origination and reversal     (1,369) 
 of temporary differences                         831 
Effect of changes in tax rates             -  (7,651) 
 
Total deferred tax credit            (1,369)  (6,820) 
 
Tax on profit before tax              28,805    7,210 
 
 

The Finance No2 Act 2015 reduced the rate of corporation tax to 19% effective from 1 April 2017 and the Finance Act 2016 reduced the rate of corporation tax effective from 1 April 2020 to 17%. Accordingly, deferred tax assets and liabilities have been calculated at the tax rates which will be in force when the underlying temporary differences are expected to reverse.

   8.           DIVIDS 
 
                                   2017     2016 
                                GBP'000  GBP'000 
Interim dividend paid at 18p 
 per share (2016: 78p)           22,700  100,000 
 
 
 
   9.           OPERATING EXPENSES 

Operating expenses comprise:

 
     2017       2016 
  GBP'000    GBP'000 
 
 
Distribution costs         107,931  101,879 
Administrative expenses     73,679   58,471 
 
 
 
                                                                                                                                                     181,610                      160,350 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   10.         INTANGIBLE ASSETS 

Group

Software

development

costs

GBP'000

COST

At 1 January 2017 78,467

Additions 11,417

 
 
 

At 31 December 2017 89,884

 
 
 

AMORTISATION

At 1 January 2017 37,610

 
 Amortisation for year   4,706 
 
 
 

At 31 December 2017 42,316

 
 
 

NET BOOK VALUE

At 31 December 2017 47,568

 
 
 

Software

development

costs

GBP'000

COST

At 1 January 2016 65,503

Additions 12,964

 
 
 

At 31 December 2016 78,467

 
 
 

AMORTISATION

At 1 January 2016 33,880

 
 Amortisation for year   3,730 
 
 
 

At 31 December 2016 37,610

 
 
 

NET BOOK VALUE

At 31 December 2016 40,857

 
 
 

The Company had no intangible assets at 31 December 2017 (2016: GBPnil).

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   11.         PROPERTY, PLANT AND EQUIPMENT 

Group

Non

                                                                             operational                                              Fixtures 
                                                                                  land and        Distribution                        and             Metering 
                                                                                buildings                  system                 fittings            equipment             Totals 

GBP'000 GBP'000 GBP'000 GBP'000 GBP'000

COST

 
 At 1 January 
  2017          6,534  3,043,253  72,740  222,913  3,345,440 
 

Additions - 186,418 2,700 137,299 326,417

Disposals - (7,024) (423) - (7,447)

 
 
 At 31 December 
  2017            6,534  3,222,647  75,017  360,212  3,664,410 
 
 
 

DEPRECIATION

 
 At 1 January 
  2017          6,078  880,212  60,003  76,247  1,022,540 
 Charge for 
  year            103   70,094   4,007  23,641     97,845 
 

Eliminated on disposal - (7,024) (423) - (7,447)

 
 
 At 31 December 
  2017            6,181  943,282  63,587  99,888  1,112,938 
 
 
 

NET BOOK VALUE

 
 At 31 December 
  2017            353  2,279,365  11,430  260,324  2,551,472 
 
 
 

Non

                                                                             operational                                               Fixtures 
                                                                                  land and         Distribution                        and              Metering 
                                                                                 buildings                  system                  fittings            equipment             Totals 

GBP'000 GBP'000 GBP'000 GBP'000 GBP'000

COST

 
 At 1 January 
  2016          6,534  2,872,430  67,721  133,218  3,079,903 
 

Additions - 181,349 5,236 90,093 276,678

Disposals - (10,526) (217) (398) (11,141)

 
 
 At 31 December 
  2016            6,534  3,043,253  72,740  222,913  3,345,440 
 
 
 

DEPRECIATION

 
 At 1 January 
  2016          5,973  823,154  56,712  63,982  949,821 
 Charge for 
  year            105   67,461   3,508  12,663   83,737 
 

Eliminated on disposal - (10,403) (217) (398) (11,018)

 
 
 At 31 December 
  2016            6,078  880,212  60,003  76,247  1,022,540 
 
 
 

NET BOOK VALUE

 
 At 31 December 
  2016            456  2,163,041  12,737  146,666  2,322,900 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   11.         PROPERTY, PLANT AND EQUIPMENT - continued 

Group

Assets in the course of construction included above:

 
                     Distribution       Fixtures 
                           system   and fittings      Total 
                          GBP'000        GBP'000    GBP'000 
At 1 January 2016         162,715              -    162,715 
Additions                 181,503          5,236    186,739 
Available for use       (173,551)        (5,236)  (178,787) 
 
 
 

At 31 December 2016 170,667 - 170,667

 
 
 
 
Additions                188,871    2,694    191,565 
Available for use      (148,049)  (2,694)  (150,743) 
 
At 31 December 2017      211,489        -    211,489 
 
 

The Group has entered into contractual commitments in relation to the future acquisition of property, plant and equipment of GBP19.6 million (2016: GBP32.8 million).

The net book value of the Group's non-operational land and buildings comprises:

 
                      2017     2016 
                   GBP'000  GBP'000 
Long leasehold         264      363 
Short leasehold         89       93 
 
 
 
                                                                                                                                                                     353                     456 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   11.         PROPERTY, PLANT AND EQUIPMENT - continued 

Company

Non

                                                                                                           operational                                              Fixtures 
                                                                                                                 land and        Distribution                        and 
                                                                                                               buildings                  system                 fittings             Totals 
                                                                                                                     GBP'000                    GBP'000                    GBP'000             GBP'000 

COST

At 1 January 2017

and 31 December 2017 280 1,259 3,634 5,173

 
 
 

DEPRECIATION

At 1 January 2017 35 - 3,504 3,539

 
 Charge for year   7-40  47 
 
 
 

At 31 December 2017 42 - 3,544 3,586

 
 
 

NET BOOK VALUE

At 31 December 2017 238 1,259 90 1,587

 
 
 

Non

                                                                                                            operational                                               Fixtures 
                                                                                                                land and         Distribution                        and 
                                                                                                               buildings                  system                  fittings             Totals 
                                                                                                                       GBP'000                      GBP'000                     GBP'000               GBP'000 

COST

At 1 January 2016

and 31 December 2016 280 1,259 3,634 5,173

 
 
 

DEPRECIATION

At 1 January 2016 29 - 3,464 3,493

 
 Charge for year   6-40  46 
 
 
 

At 31 December 2016 35 - 3,504 3,539

 
 
 

NET BOOK VALUE

At 31 December 2016 245 1,259 130 1,634

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   12.         INVESTMENTS 

Group

 
                                Share 
                             of joint          Shares    Total 
                            venture's        in other 
                           net assets    undertakings 
                              GBP'000         GBP'000  GBP'000 
At 31 December 2016             3,297              21    3,318 
Profit attributable to 
 the Group                        619               -      619 
Dividends                       (509)               -    (509) 
 
At 31 December 2017             3,407              21    3,428 
 
 

Company

 
                          Subsidiary         Shares 
                        undertakings       in other    Total 
                                       undertakings 
                             GBP'000        GBP'000  GBP'000 
At 31 December 2016          327,099            971  328,070 
Movement                           -              -        - 
 
At 31 December 2017          327,099            971  328,070 
 
 

Details of the investments of the Group at 31 December 2017 are listed below:

 
                                  Proportion 
                                   of voting 
 Name of company      Holding        rights       Nature of 
                     of shares     and shares     business 
                                      held 
 

Subsidiary undertakings

Held by Company:

 
CE Electric Services        1 at GBP1     100%        Dormant 
 Limited 
Central PowerGrid           1 at GBP1     100%        Dormant 
 Limited 
East PowerGrid Limited      1 at GBP1     100%        Dormant 
Eastern PowerGrid           1 at GBP1     100%        Dormant 
 Limited 
Infrastructure North        1 at GBP1     100%        Dormant 
 Limited 
                                                    Engineering 
 Integrated Utility         3,103,000      100%      contracting 
 Services Limited            at GBP1                  services 
IUS Limited                100 at GBP1    100%        Dormant 
Midlands PowerGrid          1 at GBP1     100%        Dormant 
 Limited 
NEDL Limited                2 at GBP1     100%        Dormant 
North East PowerGrid        1 at GBP1     100%        Dormant 
 Limited 
North Eastern PowerGrid     1 at GBP1     100%        Dormant 
 Limited 
North PowerGrid Limited     1 at GBP1     100%        Dormant 
North West PowerGrid        1 at GBP1     100%        Dormant 
 Limited 
North Western PowerGrid     1 at GBP1     100%        Dormant 
 Limited 
Northern Electric          84,785,000     100%      Non-trading 
 & Gas Limited               at GBP1                  company 
Northern Electric           1 at GBP1     100%        Dormant 
 Distribution Limited 
                                                     Property 
 Northern Electric          32,207,100     100%      holding & 
 Properties Limited          at GBP1                 management 
                                                      company 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   12.         INVESTMENTS - continued 
 
                                                 Proportion 
                                                  of voting 
 Name of company                    Holding         rights         Nature of 
                                   of shares      and shares        business 
                                                     held 
 
Northern Electric 
 Share Scheme Trustee              2 at GBP1         100%           Dormant 
 Limited 
Northern Electricity              1 at GBP1         100%            Dormant 
 (North East) Limited 
Northern Electricity              1 at GBP1         100%            Dormant 
 (Yorkshire) Limited 
Northern Electricity              1 at GBP1         100%            Dormant 
 Limited 
Northern Electricity 
 Networks Company (North           1 at GBP1         100%           Dormant 
 East) Limited 
Northern Electricity 
 Networks Company (Yorkshire)      1 at GBP1         100%           Dormant 
 Limited 
Northern Electricity 
 Networks Company Limited          1 at GBP1         100%           Dormant 
Northern Electrics                2 at GBP1         100%            Dormant 
 Limited 
Northern Energy Funding           1 at GBP1         100%            Dormant 
 Company Limited 
Northern Metering                100 at GBP1        100%            Dormant 
 Services Limited 
Northern Powergrid                1 at GBP1         100%          Meter asset 
 Metering Limited                                                   provider 
                                                                 Distribution 
 Northern Powergrid               200,000,100        100%        of electricity 
 (Northeast) Limited                at GBP1 
Northern PowerGrid                1 at GBP1         100%            Dormant 
 (North West) Limited 
Northern Power Networks 
 Company (North East)              1 at GBP1         100%           Dormant 
 Limited 
Northern Power Networks 
 Company (Yorkshire)               1 at GBP1         100%           Dormant 
 Limited 
Northern Power Networks           1 at GBP1         100%            Dormant 
 Company Limited 
Northern Transport                7,000,000         100%          Car finance 
 Finance Limited                    at GBP1                         company 
Northern Utility Services        100 at GBP1        100%            Dormant 
 Limited 
PowerGrid (Central)               1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (East) Limited          1 at GBP1         100%            Dormant 
PowerGrid (Eastern)               1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (Midlands)              1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (North East)            1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (North Eastern)         1 at GBP1          100%           Dormant 
 Limited 
PowerGrid (North West)            1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (North Western)         1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (North)                 1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (Northern)              1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (South East)            1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (South Eastern)         1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (South West)            1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (South Western)          1 at GBP1        100%            Dormant 
 Limited 
PowerGrid (South)                 1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (Southern)              1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (West) Limited          1 at GBP1         100%            Dormant 
PowerGrid (Western)               1 at GBP1         100%            Dormant 
 Limited 
PowerGrid (Yorkshire)             1 at GBP1         100%            Dormant 
 Limited 
South East PowerGrid              1 at GBP1         100%            Dormant 
 Limited 
South Eastern PowerGrid           1 at GBP1         100%            Dormant 
 Limited 
South PowerGrid Limited           1 at GBP1         100%            Dormant 
South West PowerGrid              1 at GBP1         100%            Dormant 
 Limited 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   12.         INVESTMENTS - continued 
 
                                  Proportion 
                                   of voting 
 Name of company      Holding        rights       Nature of 
                     of shares     and shares     business 
                                      held 
 
 
South Western PowerGrid    1 at GBP1    100%    Dormant 
 Limited 
Southern PowerGrid         1 at GBP1    100%    Dormant 
 Limited 
West PowerGrid Limited     1 at GBP1    100%    Dormant 
Western PowerGrid          1 at GBP1    100%    Dormant 
 Limited 
YEDL Limited               1 at GBP1    100%    Dormant 
Yorkshire Electricity      1 at GBP1    100%    Dormant 
 Distribution Limited 
Yorkshire PowerGrid        1 at GBP1    100%    Dormant 
 Limited 
 

Held by the Company's subsidiaries:

 
Northern Electric    50,000 at    100%    Finance company 
 Finance plc            GBP1 
 
 
Joint Venture Entity 
 Held by the Company: 
Vehicle Lease and 
 Service Limited(registered 
 office - Centre for            950,000     50%     Transport 
 Advanced Industry,             at GBP1             services 
 3rd Floor, Coble Dene, 
 North Shields, NE29 
 6DE) 
 
 
Held by Joint Venture 
 Entity Held by the 
 Company: 
VLS Limited (registered 
 office - Centre for 
 Advanced Industry,          50% of       50%     Dormant 
 3rd Floor, Coble Dene,     1 at GBP1 
 North Shields, NE29 
 6DE) 
 

All subsidiaries are registered in England and Wales, and except where indicated, the registered office address of the above companies is Lloyds Court, 78 Grey Street, Newcastle upon Tyne, NE1 6AF. Except where stated share holdings are ordinary shares.

Interest in Joint venture

Summarised financial information in respect of the Group's joint venture is set out below:

 
                                        2017      2016 
                                     GBP'000   GBP'000 
Long-term assets                      19,244    16,192 
Current assets                        12,322    15,706 
Long-term liabilities               (13,424)  (14,962) 
Current liabilities                 (11,328)  (10,340) 
 
Net assets                             6,814     6,596 
 
Group's share of joint venture's 
 net assets                            3,407     3,298 
 
Revenue                               18,711    18,417 
 
Profit for the year                    1,238       508 
 
Group's share of joint venture's 
 profit for the year                     619       254 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   13.         INVENTORIES 

Group

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Inventory 12,284 11,853

Work-in-progress 799 232

Vehicle Inventory 299 751

 
 
 
                                                                                                                                                                                13,382             12,836 
 
 
 

The Company had no inventories at 31 December 2017 (2016 - GBPnil).

   14.         TRADE AND OTHER RECEIVABLES 
                                                                                                                                 Group                                               Company 
                                                                                                                      2017                       2016                     2017                2016 
                                                                                                                     GBP'000                      GBP'000                    GBP'000               GBP'000 

Current:

 
 Distribution use of 
  system receivables          49,140  50,524      -  - 
 Construction contract 
  customers                    6,205   2,160      -  - 
 Amounts due from customers 
  for contract work            9,721  12,542      -  - 
 Amounts receivable in 
  respect of finance leases    8,041   8,047      -  - 
 Social security and other 
  taxes                            -       -  3,487  - 
 
 

Other debtors 286 - - -

 
 Amounts receivable for 
  sale of goods and services   16,895  8,339  60  65 
 

Prepayments and accrued income 4,888 2,786 215 252

Allowance for doubtful debts (855) (758) - -

 
 
 
                                                                                                                   94,321                    83,640                    3,762                  317 
 
 
 

Non-current:

 
 Amounts receivable in 
  respect of finance leases   6,358  8,406  -- 
 
 
 

Aggregate amounts 100,679 92,046 3,762 317

 
 
 

The directors consider that the carrying amount of trade and other receivables approximates their fair value calculated by discounting the future cash flows at the market rate at end of the reporting period. The fair valuation of the assets is based on Level 1 inputs. The maximum exposure of risk to the Group is the book value of these receivables less any provisions for impairment.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   14.         TRADE AND OTHER RECEIVABLES - continued 

Distribution use of system receivables

The customers served by the Group's distribution network are supplied predominantly by a small number of electricity supply businesses with RWE NPower plc accounting for approximately 21% of distribution revenues in 2017 (2016: 22%) and British Gas plc accounting for approximately 14% of distribution revenues in 2017 (2016: 15%). Ofgem has determined a framework which sets credit limits for each supply business based on its credit rating or payment history and requires them to provide credit cover if their value at risk (measured as being equivalent to 45 days usage) exceeds the credit limit. Acceptable credit typically is provided in the form of a parent company guarantee, letter of credit or an escrow account. Included within other payables are customer deposits of GBP0.9 million as at 31 December 2017 (2016: GBP0.4 million).

Ofgem has indicated that, provided Northern Powergrid (Northeast) Limited has implemented credit control, billing and collection processes in line with best practice guidelines and can demonstrate compliance with the guidelines or is able to satisfactorily explain departure from the guidelines, any bad debt losses arising from supplier default will be recovered through an increase in future allowed income. Losses incurred to date have not been material. Included in the Group's use of system ("UoS") receivables are debtors with a carrying value of GBP0.4 million, which have been placed into administration and have therefore been provided in full at the year-end (2016: GBP0.2m).

Construction contract customers

The average credit period on construction contracts is 30 days. Interest is not generally charged on construction contracts paid after the due date. The Group has provided fully for all receivables over one year for UK Contracting debts and all receivables over six months for Multi-Utility debts. Trade receivables between 30 days and these pre-determined provision dates are provided for based on estimated irrecoverable amounts, determined by reference to past default experience.

Included in the Group's construction contracts balance are debtors with a carrying amount of GBP3.3 million (2016: GBP3.3 million), which are past due at the reporting date for which the Group has provided for an irrecoverable amount of GBP0.3 million (2016: GBP0.3 million) based on experience. The Group does not hold collateral over these balances. The average age of these receivables is 91 days (2016: 55 days).

Included in the Group's construction contracts balance are debtors with a carrying amount of GBPnil (2016: GBPnil) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances.

Amounts due from customers for contract work

Contracts in progress at the reporting date:

 
                                           2017      2016 
                                        GBP'000   GBP'000 
Contract costs incurred plus 
 recognised profits less recognised 
 losses to date                          48,851    70,382 
Less: progress billings                (39,130)  (57,840) 
 
Amount due from customers                 9,721    12,542 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   14.         TRADE AND OTHER RECEIVABLES - continued 

At 31 December 2017, retentions held by customers for contract work amounted to GBP0.3 million (2016: GBP0.3 million).

Advances received from customers for contract work amounted to GBPnil (2016: GBPnil).

The Company had no construction contracts at 31 December 2017 (2016: GBPnil).

Finance lease receivables

 
    Minimum lease                 Present value 
       payments 
           2017         2016             2017         2016 
        GBP'000      GBP'000          GBP'000      GBP'000 
 
 

Amounts receivable under finance leases:

 
Within one year            5,932   5,650  5,420   5,189 
In the second to 
 fifth years inclusive    10,483  12,913  8,142  10,522 
More than five years       3,820   4,962    837     742 
 
 
 
                                                                                          20,235                   23,525                  14,399                   16,453 
 
Less: unearned finance 
 income                   (5,836)  (7,072)  -- 
 
 
 
                                                                                          14,399                   16,453                  14,399                   16,453 
 
 
 

Northern Transport Finance Limited ("NTFL"), a wholly-owned subsidiary, enters into credit finance arrangements for motor vehicles with employees in the Northern Powergrid Group. All agreements are denominated in sterling. The term of the finance agreements is predominantly three years.

The interest rate inherent in the agreements is fixed at the contract date for all of the term of the agreement. The average effective interest rate contracted is approximately 6.5% (2016: 6.5%) per annum. None of these debts are past due and there are no indicators of impairment.

Northern Powergrid Metering Limited, a wholly-owned subsidiary, enters into credit finance arrangements for smart meters with energy supply companies. All agreements are denominated in sterling. The term of the finance agreements is predominantly ten years.

The interest rate inherent in the agreements is fixed at the contract date for all of the term of the agreement. None of these debts are past due and there are no indicators of impairment.

The directors consider the carrying value of finance lease receivables approximates their fair value. The maximum risk exposure is the book value of these receivables, less the residual value of the leased assets.

Amounts receivable from sale of goods and services

Sales of goods and services comprise all other income streams, examples would be meter rentals, service alterations and recovery of amounts for damage caused by third parties to the distribution system.

The average credit period on sales of goods and services is 30 days. Interest is not generally charged on the trade receivables paid after the due date. An allowance for doubtful debts is made for debts past their due date based on estimated irrecoverable amounts from the sale of goods and services, determined by reference to past default experience.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   14.         TRADE AND OTHER RECEIVABLES - continued 

Included in the Group's amounts receivable for goods and services balance are debtors with a carrying amount of GBP1.1 million (2016: GBP0.8 million) which are past due at the reporting date and for which the Group has provided an irrecoverable amount of GBP0.2 million (2016: GBP0.2 million) based on past experience. The Group does not hold any collateral over these balances. The average age of these receivables is 207 days (2016: 207 days).

Included in the Group's amounts receivable for goods and services balance are debtors with a carrying amount of GBP0.2 million (2016: GBP0.2 million). These amounts are past due at the reporting date and the Group has not provided for any amounts as not being recoverable because there has not been a significant change in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral over these balances. The average age of these receivables is 66 days (2016: 66 days).

Ageing of past due but not impaired receivables:

 
     2017       2016 
  GBP'000      GBP'000 
 
 
 
30-60 days      194  116 
60-120 days     119   66 
120-210 days     17    7 
 
Total           330  189 
 
 

Movement in the allowance for doubtful debts

 
     2017     2016 
  GBP'000  GBP'000 
 
 
At 1 January                         758    400 
Amounts utilised/written off in 
 the year                          (153)  (262) 
Amounts recognised in statement 
 of profit or loss                   250    620 
 
At 31 December                       855    758 
 
 

In determining the recoverability of the trade and other receivables, the Group considers any change in the credit quality of the trade and other receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk, other than in relation to UoS receivables, is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.

Included in the allowance for doubtful debts are specific trade receivables, with a balance of GBP0.1 million (2016: GBP0.2 million) which have been placed in administration. The impairment represents the difference between the carrying amount of the specific trade receivable and the present value of the expected liquidation dividend.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   14.         TRADE AND OTHER RECEIVABLES - continued 

Categories of financial assets

 
                                           2017       2016 
Group:                                  GBP'000    GBP'000 
Cash and bank balances                   16,612        515 
Restricted cash                           2,182          - 
Loans and receivables at amortised 
 cost                                    95,791     89,260 
 
Total financial assets                  114,585     89,775 
 
Non-current assets                    2,602,468  2,367,076 
Inventories                              13,382     12,836 
Prepayments and accrued income            4,888      2,786 
Pension asset                           116,900     31,500 
 
Total non-financial assets            2,737,638  2,414,198 
 
Total assets                          2,852,223  2,503,973 
 
 
 
                                         2017     2016 
Company:                              GBP'000  GBP'000 
Cash and bank balances                      -        - 
Loans and receivables at amortised 
 cost                                      60       65 
 
Total financial assets                     60       65 
 
Non-current assets                    329,657  329,704 
Prepayments and accrued income            215      252 
Income tax receivables                  1,821    6,047 
Social security and other taxes         3,487        - 
 
Total non-financial assets            335,180  336,003 
 
Total assets                          335,240  336,068 
 
 
   15.         CASH AND CASH EQUIVALENTS 

Group

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Cash at bank and in hand 16,612 -

Amounts owed by Group undertakings - 515

 
 
 
                                                                                                                                                                                16,612                  515 
 
 
 

Cash and cash equivalents have a maturity of less than three months, are readily convertible to cash and are subject to an insignificant risk of changes in value. The carrying amount of these assets approximates their fair value.

Amounts owed by Group undertakings represent surplus cash remitted to Yorkshire Electricity Group plc ("YEG"), a company in the Northern Powergrid Group, and invested to generate a market rate of return for the Group. This is repayable on demand by YEG.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   16.         RESTRICTED CASH 

Group

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Restricted cash in Northern Powergrid Metering Limited 2,182 -

 
 
 
                                                                                                                                                                                  2,182                       - 
 
 
 

Restricted cash are cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements.

   17.         CALLED UP SHARE CAPITAL 

Allotted, issued and fully paid:

Number: Class: Nominal 2017 2016

                                                                                                                                                 value:                      GBP'000               GBP'000 

127,689,809 Ordinary share capital 56 12/13p 72,173 72,173

 
 
 

The Company has one class of ordinary shares which carries no right to fixed income.

Details of the cumulative non-equity preference shares are contained in the borrowings note.

   18.         RESERVES 
 
                           Retained      Share    Hedging       Other       Total 
                           earnings    premium    reserve    reserves      equity 
                            GBP'000    GBP'000    GBP'000     GBP'000     GBP'000 
 
 Balance at 
  1 January 2016            771,463    158,748          -       6,185     936,396 
 
 Changes in 
  equity 
 Dividends                (100,000)          -          -           -   (100,000) 
 Total comprehensive 
  income                     66,205          -          -           -      66,205 
                         ----------  ---------  ---------  ----------  ---------- 
 
 Balance at 31 
  December 2016             737,668    158,748          -       6,185     902,601 
                         ----------  ---------  ---------  ----------  ---------- 
 
 Changes in 
  equity 
 Dividends                 (22,700)          -          -           -    (22,700) 
 Total comprehensive 
  income                    159,976          -      (287)           -     159,689 
                         ----------  ---------  ---------  ----------  ---------- 
 
 Balance at 31 
  December 2017             874,944    158,748      (287)       6,185   1,039,590 
                         ==========  =========  =========  ==========  ========== 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   18.         RESERVES - continued 

Company

                                                                                                                Retained                    Share                   Other 
                                                                                                               earnings              premium               reserves             Totals 
                                                                                                                     GBP'000                    GBP'000                    GBP'000             GBP'000 

At 1 January 2017 23,391 158,748 6,185 188,324

 
 Profit for the 
  year            14,106  --14,106 
 

Dividends (22,700) - - (22,700)

 
 
 

At 31 December 2017 14,797 158,748 6,185 179,730

 
 
 
                                                                                                                Retained                     Share                    Other 
                                                                                                                earnings                premium               reserves             Totals 
                                                                                                                       GBP'000                      GBP'000                     GBP'000               GBP'000 

At 1 January 2016 107,480 158,748 6,185 272,413

 
 Profit for the 
  year            15,911  --15,911 
 

Dividends (100,000) - - (100,000)

 
 
 

At 31 December 2016 23,391 158,748 6,185 188,324

 
 
 
   19.         TRADE AND OTHER PAYABLES 
                                                                                                                                 Group                                               Company 
                                                                                                                      2017                       2016                     2017                2016 
                                                                                                                     GBP'000                      GBP'000                    GBP'000               GBP'000 

Current:

Payments on account 44,726 37,438 - -

Trade creditors 20,289 5,037 3,243 263

 
 Amounts owed to related 
  parties                      -    583   -   - 
 Social security and 
  other taxes              2,906  5,036  49  54 
 

Other creditors 10,355 8,922 2,257 2,394

Deferred revenue 22,450 20,920 - -

Accrued expenses 44,102 51,946 524 466

 
 
 
                                                                                                                 144,828                  129,882                    6,073               3,177 
 
 
 

Non-current:

Deferred revenue 584,348 562,308 - -

 
 
 
                                                                                                                 584,348                  562,308                             -                       - 
 
 
 

Aggregate amounts 729,176 692,190 6,073 3,177

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   19.         TRADE AND OTHER PAYABLES - continued 

The directors consider that the carrying amount of other financial liabilities approximates their fair value, calculated by discounting future cash flows at market rate at the end of the reporting period. The valuation of liabilities set out above is based on Level 1 inputs. Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Invoices are paid at the end of the month following the date of the invoice. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. The standard payment terms for the Group is net monthly.

The following tables detail the remaining contractual maturities for non-derivative financial liabilities. The tables have been drawn up based on the cash flows of financial liabilities based on the earliest possible date on which the Company or the Group can be required to pay. The tables include both interest and principal cash flows.

Group

 
  Less than    3 months 
   3 months   to 1 year      1 to   5+ years    Total 
                          5 years 
    GBP'000     GBP'000   GBP'000    GBP'000  GBP'000 
 

2017:

 
Non-interest 
 bearing               78,276        -         -         -      78,276 
Variable interest     141,457 
 rate liability                      -         -         -     141,457 
Fixed interest                  38,341   389,307   659,910   1,132,589 
 rate liability        45,031 
 
 
 
                                                                    264,764                  38,341                389,307               659,910      1,132,589 
 
 
 

2016:

 
Non-interest 
 bearing             71,524       -        -        -   71,524 
Variable interest     2,925 
 rate liability                   -        -        -    2,925 
Fixed interest 
 rate liability       5,031  25,539  325,057  590,486  946,113 
 
 
 
                                                                        79,480                   25,539                  325,057                 590,486        1,020,562 
 
 
 

Company

 
  Less than    3 months 
   3 months   to 1 year      1 to   5+ years    Total 
                          5 years 
    GBP'000     GBP'000   GBP'000    GBP'000  GBP'000 
 

2017:

 
Non-interest 
 bearing               6,073       -        -         -     6,073 
Variable interest     72,286 
 rate liability                    -        -         -    72,286 
Fixed interest                 9,001   36,004   226,144   271,149 
 rate liability            - 
 
 
 
                                                                       78,359                    9,000                  36,000               226,144         349,508 
 
 
 

2016:

 
Non-interest 
 bearing               3,177      -       -        -    3,177 
Variable interest     66,806                           66,806 
 rate liability                   -       -        - 
Fixed interest 
 rate liability            -  9,000  36,000  115,532  160,532 
 
 
 

69,983 9,000 36,000 115,532 230,515

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   19.         TRADE AND OTHER PAYABLES - continued 

Categories of financial liabilities

 
                                        2017       2016 
Group:                               GBP'000    GBP'000 
Loans and payables at amortised 
 cost                                928,709    755,740 
Derivative liability                     345          - 
 
Total financial liabilities          929,054    755,740 
 
Payments received on account          44,726     37,438 
Income tax liabilities               109,973     93,226 
Other taxes and social security        2,906      5,036 
Accruals                              44,102     51,946 
Deferred revenue                     606,798    583,288 
Provisions                             2,901      2,525 
 
Total non-financial liabilities      811,406    773,459 
 
Total liabilities                  1,740,460  1,529,199 
 
 
 
                                      2017     2016 
Company:                           GBP'000  GBP'000 
Loans and payables at amortised 
 cost                               81,203   70,632 
 
Total financial liabilities         81,203   70,632 
 
Income tax liabilities                   -    2,758 
Other taxes and social security          -       54 
Accruals                               524      466 
Provisions                           1,610    1,661 
 
Total non-financial liabilities      2,134    4,939 
 
Total liabilities                   83,337   75,571 
 
 

Deferred Revenue

 
                      2017      2016 
                   GBP'000   GBP'000 
At 1 January       583,228   546,590 
Additions           44,780    55,980 
Amortisation      (21,210)  (19,342) 
 
At 31 December     606,798   583,228 
 
 

Deferred revenue represents contributions from customers made in advance towards distribution system assets. This income is released to the statement of profit or loss over 45 years on a straight line basis (except for distributed generation which is released over 15 years on a straight line basis), in line with the useful economic life of the distribution system assets.

The Company had no deferred revenue at 31 December 2017 (2016: GBPnil).

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   20.         BORROWINGS 

The directors' consideration of liquidity, interest rate and foreign currency risk is described in the Strategic Report.

Group

 
                         Book Value           Fair Value 
                               2017     2016        2017     2016 
                            GBP'000  GBP'000     GBP'000  GBP'000 
Loans                       653,234  497,685     742,503  599,169 
Cumulative preference 
 shares                       3,368    3,368     182,585  167,790 
Amounts owed to Group 
 undertakings               241,463  102,930     291,215  153,191 
 
 
 
                                                                                          898,065                    603,983               1,216,303              920,150 
 
 
 

The borrowings are repayable as follows:

 
On demand or within 
 one year               203,972   16,569  203,972   16,569 
Between one and five 
 years                  292,045  218,268  317,957  256,576 
After five years        402,048  369,146  694,374  647,005 
 
 
 
                                                                                          898,065                    603,983               1,216,303              920,150 
 
 
 

Analysis of borrowings:

 
Short-term loan                  10       11       10       11 
Inter-company short-term 
 loan                       141,447    2,914  141,447    2,914 
Bond 2020 - 8.875%          101,345  101,192  122,791  130,276 
Bond 2035 - 5.125%          153,034  152,959  207,238  207,505 
Amortising loan 2026 
 - 2.736%**                 155,298        -  155,298        - 
Cumulative preference 
 shares                       3,368    3,368  182,585  167,790 
European Investment 
 Bank 2018 - 4.065%*         41,427   41,419   41,444   42,974 
European Investment 
 Bank 2019 - 4.241%*         41,489   41,481   43,015   44,655 
European Investment 
 Bank 2020 - 4.386%*         40,503   40,495   43,426   44,990 
European Investment 
 Bank 2027 - 2.564%         120,128  120,128  129,281  128,758 
Yorkshire Electricity 
 Group plc 2037 - 
 5.9%                       100,016  100,016  149,768  150,277 
 
 
 
                                                                                          898,065                    603,983               1,216,303              920,150 
 
 
 

** Loan is 85% swapped at a fixed rate of 2.8182%, with the remaining 15% floating at 3 month LIBOR plus 1.75%.

Company

 
                          GBP'000  GBP'000  GBP'000  GBP'000 
The borrowings are 
 repayable as follows: 
On demand or within 
 one year                  74,537   66,806   74,537    2,395 
After five years            1,117    1,117  180,334  229,950 
 
 
 
                                                                                          75,654                      67,923                     254,871              232,345 
 
 
 

Analysis of borrowings:

 
Short term loans                22   2,395       22    2,395 
Inter-company short-term 
 loan                       72,264  62,161   72,264   62,160 
Cumulative preference 
 shares                      3,367   3,367  182,585  167,790 
 
 
 
                                                                                          75,654                      67,923                     254,871              232,345 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   20.         BORROWINGS - continued 

Of the total financial liabilities, GBP656.6 million relates to external borrowings and preference shares whose fair value is determined with reference to quoted market prices. The directors' estimates of the fair value of internal borrowings are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions or dealer quotes for similar instruments. The valuation of liabilities set out above is based on Level 1 inputs.

* The borrowings from the European Investment Bank were drawn down in twelve tranches, repayable in 2018, 2019 and 2020. The interest rates shown are average rates for those repayment dates. The spread of interest rates is as follows:

2018: 3.901% - 4.283%

2019: 4.077% - 4.455%

2020: 4.227% - 4.586%

Interest on short-term loans and on inter-company short-term loans is charged at a floating rate of interest of LIBOR plus 0.35% and 3% of the long term loans are at a floating rate of 3 month LIBOR plus 1.75%, thus exposing the Group to cash flow interest rate risk. A 1% movement in interest rates would not subject the Group to any material change in interest costs. All other loans are at fixed interest rates and expose the Group to fair value interest rate risk.

The Company had authorised 115,000,000 non-equity cumulative preference shares of 1p each as at 31 December 2017 and 2016. As at 31 December 2017 and 2016 111,662,378 were allotted, called up and fully paid.

The terms of the cumulative preference shares:

 
i)    entitle holders, in priority to holders of 
       all other classes of shares, to a fixed cumulative 
       preferential dividend of 8.061p (net) per share 
       per annum payable half-yearly in equal amounts 
       on 31 March and 30 September; 
 
 
ii)    on a return of capital on a winding up, or 
        otherwise, will carry the right to repayment 
        of capital together with a premium of 99p per 
        share and a sum equal to any arrears or accruals 
        of dividend. This right is in priority to the 
        rights of ordinary shareholders; 
 
 
iii)    carry the right to attend a general meeting 
         of the Company and vote if, at the date of 
         the notice convening the meeting, payment of 
         the dividend to which they are entitled is 
         six months or more in arrears, or if a resolution 
         is to be considered at the meeting for winding-up 
         the Company or abrogating, varying or modifying 
         any of the special rights attaching to them; 
         and 
 
 
iv)    are redeemable in the event of the revocation 
        by the Secretary of State of the Company's 
        Public Electricity Supply Licence at the value 
        given in (ii) above. 
 

During the year ended 31 December 2001, under the terms of the Company's transfer scheme, as approved by the Secretary of State in accordance with the provisions of the Utilities Act 2000, the Company's Public Electricity Supply Licence was converted into an Electricity Distribution Licence and an Electricity Supply Licence.

At 31 December 2017, the Group had available GBP137 million (2016: GBP97 million) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met.

No material market risks in relation to currency or interest rates are faced by the Group. As at 31 December 2017, 97% (2016: 100%) of the Group's long-term borrowings were at fixed rates and the average maturity for these borrowings was 9 years (2016: 11 years).

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   20.         BORROWINGS - continued 

Group

 
                                          2017     2016 
                                       GBP'000  GBP'000 
Secured - at Amortised Cost 
Northern Powergrid Metering Limited 
 bond                                  155,298        - 
 
Total secured loans                    155,298        - 
 
Unsecured - at Amortised Cost 
Short term borrowings                       10       11 
Inter-company borrowings               241,463  102,930 
Bonds                                  497,926  497,674 
Preference shares                        3,368    3,368 
 
Total unsecured loans                  742,767  603,983 
 
 

All the Company's borrowings are unsecured.

   21.         DERIVATIVE FINANCIAL INSTRUMENTS 

Derivatives are financial instruments that derive their value from the price of an underlying item such as interest rates, foreign exchange rates, credit spreads, commodities, equity or other indices. In accordance with Board approved policies, derivatives are transacted to manage our exposure to fluctuations in interest rate. The Group uses derivatives to manage these risks from our financing portfolio to optimise the overall cost of accessing the debt capital markets.

Derivative financial instruments are initially recognised at fair value and subsequently remeasured at fair value at each reporting date. Changes in fair values are recorded in the period they arise, in either the income statement or other comprehensive income depending on the applicable accounting standards. Where the fair value of a derivative is positive it is carried as a derivative asset, and where negative as a derivative liability. The fair value of the financial derivatives is calculated by discounting all future cash flows using the market yield curve at the reporting date (level 2 inputs). The market yield curve and fair value is obtained from external sources. In the absence of sufficient market data, fair values would be based on the quoted market price of similar derivatives.

All derivative financial instruments relate to cash flow hedges.

 
                 Notional principal                    Fair value 
                  value 
                   2017        2016            2017                  2016 
                                         Asset    Liability    Asset    Liability 
                  GBP'000    GBP'000    GBP'000    GBP'000    GBP'000    GBP'000 
 
 Less than 
  1 year             9,389          -         -          19         -           - 
 1 to 2 years       19,239          -         -          39         -           - 
 2 to 5 years       61,348          -         -         125         -           - 
 More than 
  5 years           80,024          -         -         163         -           - 
                ----------  ---------  --------  ----------  --------  ---------- 
 
                   170,000          -         -         346         -           - 
                ==========  =========  ========  ==========  ========  ========== 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   21.         DERIVATIVE FINANCIAL INSTRUMENTS - continued 

The interest rate swaps are settled on a quarterly basis and are based on receiving a floating rate of 3-month LIBOR and paying a fixed rate of 1.0682%. The Group will settle the difference between the fixed and floating interest rate on a net basis.

All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges to reduce the Group's cash flow exposure resulting from variable interest rate borrowings. The interest rate swaps and interest payments on the underlying loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss over the period that the floating rate interest payments on debt affect profit or loss.

   22.         LEASING AGREEMENTS 

Minimum lease payments under non-cancellable operating leases fall due as follows:

Group

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Within one year 5,448 5,772

Between one and five years 15,715 14,530

In more than five years 2,842 2,921

 
 
 
                                                                                                                                                                                24,005             23,223 
 
 
 

Minimum lease payments made under operating leases recognised in the year

6,245               5,447 
 
 
 

Operating lease commitments relate to fleet vehicles with terms of up to 7 years and operational and non-operational land and buildings with terms of up to 50 years. No purchase options are available on the Group's operating leases and no restrictions are imposed by the lease arrangements.

Company

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Within one year 89 172

Between one and five years - 88

 
 
 
                                                                                                                                                                                         89                  260 
 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   22.         PROVISIONS 
                                                                                                                                 Group                                               Company 
                                                                                                                      2017                       2016                     2017                2016 
                                                                                                                     GBP'000                      GBP'000                    GBP'000               GBP'000 

Other provisions 2,901 2,525 1,610 1,713

 
 
 

Analysed as follows:

Current 1,211 722 1,610 8

Non-current 1,690 1,803 - 1,705

 
 
 
                                                                                                                     2,901                      2,525                    1,610               1,713 
 
 
 
 
                              Claims    Other    Total 
                             GBP'000  GBP'000  GBP'000 
At 1 January 2017                290    2,235    2,525 
Utilised/paid in the year      (619)    (451)  (1,069) 
Charged to statement of 
 profit or loss                1,194      253    1,446 
 
At 31 December 2017              865    2,037    2,902 
 
 

Claims: Provision has been made to cover costs arising from actual claims, which are not externally insured. Settlement is expected substantially within 12 months.

Other: Primarily consists of a provision for future safe disposal of transformers which contain oil contaminated with Polychlorinated Biphenyls (PCBs) and for an amount to cover claims made under Section 74 of the New Road and Street Works Act 1991. Costs are expected to be incurred over the next 15 years.

Also included in 'other' is a provision to cover the actuarial assessment of the costs of unfunded pension arrangements in respect of former employees. Further details can be found in the Employee Benefit Obligations note.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   23.         DEFERRED TAX 
 
                                 Accelerated  Rollover/      Retirement    Other    Total 
                            tax depreciation   holdover         benefit 
                                                 relief   (obligations/ 
                                                                assets) 
Group                                GBP'000    GBP'000         GBP'000  GBP'000  GBP'000 
At 1 January 2017                     87,158      3,875         (1,214)    (357)   89,462 
Charge to the statement 
 of profit or loss                     1,693    (2,925)            (94)     (43)  (1,369) 
Charge to other 
 comprehensive income                      -          -          14,518     (59)   14,459 
 
At 31 December 2017                   88,851        950          13,210    (459)  102,552 
 
 
 
                               Accelerated  Rollover/      Retirement    Other     Total 
                          tax depreciation   holdover         benefit 
                                               relief   (obligations/ 
                                                              assets) 
                                   GBP'000    GBP'000         GBP'000  GBP'000   GBP'000 
At 1 January 2016                   89,204      6,016           9,295      344   104,859 
Charge/(credit) 
 to the statement                                                                (6,820) 
 of profit or loss                 (2,046)    (2,141)         (1,932)    (701) 
Charge to other 
 comprehensive income                    -          -         (8,577)        -   (8,577) 
 
At 31 December 2016                 87,158      3,875         (1,214)    (357)    89,462 
 
 
 
                             Accelerated  Rollover/      Retirement     Total 
                        tax depreciation   holdover         benefit 
                                             relief   (obligations/ 
                                                            assets) 
Company                          GBP'000    GBP'000         GBP'000   GBP'000 
At 1 January 2017                   (18)      3,066           (290)     2,758 
Charge/(credit) 
 to statement of                                                      (2,894) 
 profit or loss                        4    (2,914)              16 
 
At 31 December 2017                 (14)        152           (274)       136 
 
 
 
                             Accelerated  Rollover/      Retirement     Total 
                        tax depreciation   holdover         benefit 
                                             relief   (obligations/ 
                                                            assets) 
                                 GBP'000    GBP'000         GBP'000   GBP'000 
At 1 January 2016                   (23)      5,129           (297)     4,809 
Charge/(credit) 
 to statement of                                                      (2,051) 
 profit or loss                        5    (2,063)               7 
 
At 31 December 2016                 (18)      3,066           (290)     2,758 
 
 

Other comprises provisions and employee expenses deductible for tax on a paid basis.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS 

Introduction

The Company contributes to two pension schemes, which it operates on behalf of the participating companies within the Northern Powergrid Group. Those pension schemes are:

 
-    The Northern Powergrid Group of the ESPS (the 
      "DB Scheme"); and 
 
 
-    The Northern Powergrid Pension Scheme. 
 

The Northern Powergrid Pension Scheme was introduced for new employees of the Northern Powergrid Group from July 1997 and is a money purchase arrangement accounted for as a defined contribution scheme.

The DB Scheme is a defined benefit scheme for directors and employees, which provides pension and other related retirement benefits based on final pensionable pay. The DB Scheme closed to staff commencing employment with the Northern Powergrid Group on or after 23 July 1997. Members who joined before this date, including some Protected Persons under The Electricity (Protected Persons) (England and Wales) Pension Regulations 1990, continue to build up future pension benefits.

Under the DB Scheme, employees are typically entitled to annual pensions on retirement at age 63 of one-eightieth of final pensionable salary for each year of service plus an additional tax-free cash lump sum at retirement of three times pension. Benefits are also payable on death and following other events such as withdrawing from active service.

No other post-retirement benefits are provided to members of the DB Scheme.

Role of Trustees

The DB Scheme is administered by a board of Trustees which is legally separate from the Company. The assets of the DB Scheme are held in a separate trustee-administered fund. The board of Trustees is made up of Trustees appointed by the Company, as the Principal Employer of the DB Scheme, Trustees elected by the membership and an independent trustee. The Trustees are required by law to act in the interests of all relevant beneficiaries and are responsible in particular for the asset investment strategy plus the day-to-day administration of the benefits payable. They also are responsible for jointly agreeing with the Principal Employer the level of contributions due to the DB Scheme.

Funding requirements

UK legislation requires that pension schemes are funded prudently (i.e. to a level in excess of the current expected cost of providing benefits). The last actuarial valuation of the DB Scheme was carried out by the Trustee's actuarial advisors, Aon Hewitt, as at 31 March 2016. Such valuations are required by law to take place at intervals of no more than three years. Following each valuation, the Trustees and the Northern Powergrid Group must agree the contributions required (if any) such that the DB Scheme is fully funded over time on the basis of suitably prudent assumptions. The next funding valuation is due no later than 31 March 2019, at which progress towards full-funding will be reviewed.

Agreement was reached during August 2017 with the Trustees to repair the funding deficit of GBP194.9m as at 31 March 2016 over the 9 year period to 31 March 2025, subject to the actuarial assumptions adopted for the triennial valuation as at 31 March 2016 being borne out in practice. The agreement includes payments of GBP2.3m per month to be made over the remaining 8 years and 3 months of the recovery plan. This amount is in 2017/18 prices and will be updated on 1 April 2018 and on each 1 April thereafter in line with annual changes in RPI inflation.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS - continued 

Funding requirements - continued

The contributions payable by the Northern Powergrid Group to the DB Scheme in respect of future benefits which are accruing increased from 34.2% to 43.6% of pensionable pay from 1 September 2017. These contributions were determined as part of the 31 March 2016 actuarial valuation and are payable in addition to the deficit repair contributions mentioned above. These rates will remain in place until such a time as a new schedule of contributions is agreed between the Trustees and the Company as part of the 31 March 2019 valuation. In addition, the Company pays contributions to cover the expenses of running the DB Scheme which increased from 3.0% to 3.6% of pensionable pay from 1 September 2017.

The Northern Powergrid Group's total contributions to the DB Scheme for the next financial year are expected to be GBP45.4M.

The Trust Deed provides the Northern Powergrid Group with an unconditional right to a refund of surplus assets assuming the full settlement of plan liabilities in the event of a plan wind-up. Furthermore, in the ordinary course of business the Trustees have no rights to unilaterally wind up, or otherwise augment the benefits due to members of the DB Scheme. Based on these rights, any net surplus in the scheme is recognised in full.

Pensions' Regulation

The UK pensions market is regulated by the Pensions Regulator whose key statutory objectives in relation to UK defined benefit plans are to:

 
-    protect the benefits of members; 
 
 
-    promote and to improve understanding of good 
      administration; 
 
 
-    reduce the risk of situations arising which 
      may lead to compensation being payable from 
      the Pension Protection Fund ("PPF"); and 
 
 
-    minimise any adverse impact on the sustainable 
      growth of an employer. 
 

The Pensions Regulator has various powers including the power to:

 
-    wind up a scheme where winding up is necessary 
      to protect members' interests; 
 
 
-    appoint or remove a trustee; 
 
 
-    impose a schedule of company contributions where 
      trustees and company fail to agree on appropriate 
      contributions; and 
 
 
-    impose contributions where there has been a 
      detrimental action against the scheme. 
 

Profile of the DB Scheme

The Defined Benefit Obligation ("DBO") is the value of the DB Scheme's liabilities i.e. obligations, and includes benefits for current employees, former employees and current pensioners. The overall duration of the DB Scheme's obligation was assessed to be about 17 years based on the results of the 31 March 2016 funding valuation. This is the weighted-average time over which benefit payments are expected to be made.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS - continued 

Profile of the DB Scheme - continued

Estimated undiscounted benefit payments expected to be paid from the fund over its life, derived from the data used in the triennial valuation of the DB Scheme as at 31 March 2016 is shown on the following graph:

Investment objectives for the DB Scheme

The Trustees aim to achieve the scheme's investment objectives through investing partly in a diversified mix of growth assets which, over the long term, are expected to grow in value by more than low risk assets like cash and gilts. This is done with a broad liability driven investing framework that uses cash, gilts and other hedging instruments like swaps in a capital efficient way. In combination this efficiently captures the Trustees risk tolerances and return objectives relative to the scheme's liabilities.

The Company and Trustees have agreed a long-term strategy for reducing investment risk as and when appropriate. This includes the use of Liability Driven Investment (LDI) from October 2016 to more closely match the nature and duration of the DB Scheme's liabilities through the use of derivatives such as swaps and repurchase agreements. The portfolio is designed to hedge a proportion of the interest rate and inflation risk inherent in the DB Scheme's liabilities. The target hedging level is currently 75% (2016: 60%) of the DB Scheme's liabilities as measured on the basis used for the funding valuation.

Risks associated with the DB Scheme

The DB Scheme exposes the Northern Powergrid Group to a number of risks, the most significant of which are:

 
Risk        Description                      Mitigation 
Volatile    The DBO is calculated            The allocation to return-seeking 
 asset       using a discount rate            assets is monitored 
 returns     set with reference               to ensure it remains 
             to corporate bond yields.        appropriate given the 
             If assets underperform           DB Scheme's long-term 
             this discount rate,              objectives. The Trustees 
             this will create an              regularly review the 
             element of deficit.              strategy from return-seeking 
             The DB Scheme aims               assets and have diversified 
             to hold a significant            some return-seeking 
             proportion (44%) of              assets from equities 
             its assets in return-seeking     into Reinsurance and 
             assets (such as equities)        Listed Infrastructure 
             which, although expected         to reduce overall risk. 
             to outperform corporate          To avoid concentration 
             bonds in the long-term,          risk, the allocation 
             create volatility and            to UK equity is restricted 
             risk in the short-term.          to 35% of the total 
                                              equity allocation. 
 
 
Changes     A decrease in corporate        The DB Scheme also 
 in bond     bond yields will increase      holds a substantial 
 yields      the value placed on            proportion of its assets 
             the DBO for accounting         (56%) as bonds and 
             purposes, although             LDI, which provide 
             this will be partially         a hedge against falling 
             offset by an increase          bond yields (falling 
             in the value of the            yields which increase 
             DB Scheme's bond holdings.     the DBO will also increase 
                                            the value of the bond 
                                            assets). There are 
                                            some differences in 
                                            the credit quality 
                                            of bonds held by the 
                                            DB Scheme and the bonds 
                                            analysed to decide 
                                            the DBO discount rate, 
                                            such that there remains 
                                            some risk should yields 
                                            on different quality 
                                            bond/swap assets diverge. 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS - continued 

Risks associated with the DB Scheme - continued

 
Risk    Description    Mitigation 
 
 
Inflation    A significant proportion       The DB Scheme invests 
 risk         of the DBO is indexed          around 35% in LDI (included 
              in line with price             in the 56% above) which 
              inflation (specifically        provides a hedge against 
              in line with RPI) and          higher-than-expected 
              higher inflation will          inflation increases 
              lead to higher liabilities     on the DBO (rising 
                                             inflation will increase 
                                             both the DBO and the 
                                             value of the LDI portfolio). 
 
 
Currency    To increase diversification,    The DB Scheme hedges 
 risk        the DB Scheme invests           a proportion of the 
             in overseas assets.             overseas investments 
             This leads to a risk            currency risk for those 
             that foreign currency           overseas currencies 
             movements negatively            that can be hedged 
             impact the value of             efficiently. The DB 
             assets in Sterling              Scheme's currency hedging 
             terms.                          ratio is currently 
                                             50% in respect of overseas 
                                             developed market currencies. 
 
 
Life           The majority of the         The DB Scheme regularly 
 expectancy     DB Scheme's obligations     reviews actual experience 
                are to provide benefits     of its membership against 
                for the pensionable         the actuarial assumptions 
                lifetime of the member,     underlying the future 
                so increases in life        benefit projections 
                expectancy will result      and carries out detailed 
                in an increase in the       analysis when setting 
                liabilities.                an appropriate scheme 
                                            specific mortality 
                                            assumption. The Trustees 
                                            insure certain benefits 
                                            payable on death before 
                                            retirement. 
 

Other risks

There are a number of other risks associated with the DB Scheme including operational risks (such as paying out the wrong benefits), legislative risks (such as the government increasing the burden on pension schemes through new legislation) and other demographic risks (such as a higher proportion members dying than assumed with a dependant eligible to receive a survivor's pension from the DB Scheme).

The main risks associated with financial derivatives include: losses may exceed the initial margin, counterparty risk where the other party defaults on the contract; and liquidity risk where it may be difficult to close out a contract prior to expiry. These risks are managed by monitoring of investment managers to ensure they have reasonable levels of market exposure relative to the initial margin and positions are fully collateralised on a daily basis with secure cash or gilts collateral.

A particular legislative risk exists in relation to the equalisation of the Guaranteed Minimum Pension ("GMP"), a quasi-state benefit accrued by many UK plans over the period 1978 to 1997 as a result of a UK government programme allowing pension plans to "contract out" of the State Second Pension. The UK Government has announced its intention to ensure that these benefits, which currently pay out at different levels for men and women, are gender-equalised in accordance with sex-discrimination legislation. This would increase the DBO but it is not possible to fully quantify the impact of this change at this stage. However, it could lead to an increase in the order of 2% to the DBO for a typical scheme.

Reporting at 31 December 2017

For the purposes of this disclosure, the current and future pension costs of the Northern Powergrid Group have been assessed by Aon Hewitt, a qualified independent actuary, using the assumptions set out below, which the actuary has confirmed represent a reasonable best estimate of those costs. This review has been based on the same membership and other data as at 31 March 2016. The board of Northern Powergrid Holdings Company has accepted the advice of the actuary and formally approved the use of these assumptions for the purpose of calculating the pension cost of the Northern Powergrid Group.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS - continued 

Reporting at 31 December 2017 - continued

The results of the latest funding valuation at 31 March 2016 have been adjusted to 31 December 2017. Those adjustments take account of experience over the period since 31 March 2016, changes in market conditions, and differences in the financial and demographic assumptions. The present value of the DBO and the related current service cost were measured using the Projected Unit Credit Method.

For schemes closed to new members, such as the DB Scheme, the current service cost calculated under the Projected Unit Credit Method is expected to increase as the members of the DB Scheme approach retirement.

The principal assumptions used to calculate the liabilities under IAS 19 are set out below:

 
Main financial assumptions      2017    2016 
                              % p.a.  % p.a. 
 
 
RPI Inflation                           2.95  3.00 
Rate of long-term increase in 
 salaries                               3.45  3.00 
Pension increases                       2.85  2.90 
Discount rate for scheme liabilities    2.60  2.70 
 

The financial assumptions reflect the nature and term of the DB Scheme's liabilities.

 
Main demographic assumptions    2017  2016 
 
 
Life expectancy for a male currently 
 aged 60                                26.7  27.1 
Life expectancy for a female 
 currently aged 60                      28.8  28.8 
Life expectancy at 60 for a male 
 currently aged 45                      28.1  28.6 
Life expectancy at 60 for a female 
 currently aged 45                      29.9  30.6 
Proportion of pension exchanged 
 for additional cash at retirement       10%   10% 
 

The mortality assumptions are based on recent actual mortality experience of DB Scheme members and allow for expected future improvements in mortality rates.

The amounts recognised in the balance sheet are set out below:

 
                                          2017       2016 
                                          GBPm       GBPm 
Fair value of fund assets              1,746.0    1,754.4 
Present value of funded defined 
 benefit obligations                 (1,629.1)  (1,722.9) 
 
Funded status                            116.1       31.5 
 
Present value of unfunded defined            -          - 
 benefit obligations 
Unrecognised asset due to limit              -          - 
 in para 64 
 
Asset recognised on the balance 
 sheet                                   116.1       31.5 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS - continued 

The DB Scheme's funds are invested in the following assets:

 
Asset allocation                        2017     2016 
                                        GBPm     GBPm 
Developed market equity                187.9    338.6 
Emerging market equity                   7.3     12.9 
Property                               164.7     91.4 
Reinsurance                             83.4     71.3 
Listed infrastructure                  112.7     99.2 
Investment grade corporate bonds       423.2    366.9 
Other debt (non-investment grade)       43.4     30.3 
Fixed interest gilts                    28.2     52.4 
Index-linked gilts                         -      3.1 
Liability driven investments           644.2    581.2 
Cash                                    51.0    107.1 
 
Total                                1,746.0  1,754.4 
 
 

Where available, the fair values above are determined as the quoted bid market value. All other fair values are provided by the fund managers. Where available, the fair values are quoted prices (eg listed equity, sovereign debt and corporate bonds). Unlisted investments (private equity) are included at values provided by the fund manager in accordance with the relevant guidance. Other significant assets are valued based on observable inputs such as yield curves.

The amounts recognised in comprehensive income are set out below:

 
                                            2017     2016 
                                            GBPm     GBPm 
Service costs: 
Current service cost                        17.9     14.9 
Administration expenses                      1.3      1.2 
Past service cost (incl. curtailments)         -        - 
 
Financing cost: 
Interest on net defined benefit 
 asset                                     (1.8)    (3.7) 
 
Pension expense recognised in 
 profit and loss                            17.4     12.4 
 
Remeasurement in OCI: 
Return on plan assets in excess 
 of that recognised in net interest       (64.7)  (200.9) 
Actuarial losses due to changes 
 in financial assumptions                   49.7    311.5 
Actuarial gains due to changes 
 in demographic assumptions               (33.3)        - 
Actuarial gains due to liability 
 experience                                (9.5)   (25.9) 
Adjustments due to the limit                   -        - 
 in para 64 
 
Total amount recognised in OCI            (57.8)     84.7 
 
Total amount recognised in profit 
 and loss and OCI                         (40.4)     97.1 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS - continued 

As at 31 December 2017, the fair value of the DB Scheme's assets, which related to self-investment, amounted to GBPnil (2016: GBPnil).

 
Changes to the present value                  2017     2016 
 of the DBO during the year 
                                              GBPm     GBPm 
Opening DBO                                1,722.9  1,453.2 
Current service cost                          17.9     14.9 
Interest expense on defined benefit 
 obligation                                   45.1     53.0 
Contributions by DB Scheme participants        0.9      1.0 
Actuarial gains on DB Scheme 
 liabilities arising from changes 
 in demographic assumptions                 (33.3)        - 
Actuarial losses on DB Scheme 
 liabilities arising from changes 
 in financial assumptions                     49.7    311.5 
Actuarial gains on DB Scheme 
 liabilities arising from experience         (9.5)   (25.9) 
Benefits paid                              (164.6)   (84.8) 
 
Closing DBO                                1,629.1  1,722.9 
 
 
 
Changes to the fair value of                           2017     2016 
 the DB Scheme assets during the 
 year 
                                                       GBPm     GBPm 
Opening fair value of the DB 
 Scheme assets                                      1,754.4  1,541.3 
Interest income on DB Scheme 
 assets                                                46.9     56.7 
Remeasurement gains on DB Scheme 
 assets                                                64.7    200.9 
Contributions by the employer                          45.0     40.5 
Contributions by DB Scheme participants                 0.9      1.0 
Benefits paid                                       (164.6)   (84.8) 
Administration costs incurred                         (1.3)    (1.2) 
Net increase in assets from disposal/acquisition          -        - 
 
Closing DBO                                         1,746.0  1,754.4 
 
 
 
Actual return on DB Scheme assets     2017   2016 
                                      GBPm   GBPm 
Interest income on DB Scheme 
 assets                               46.9   56.7 
Re-measurement gain on DB Scheme 
 assets                               64.7  200.9 
 
Actual return on DB Scheme assets    111.6  257.6 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   27.         EMPLOYEE BENEFIT OBLIGATIONS - continued 

Sensitivity to key assumptions

The key assumptions used for IAS 19 are discount rate, inflation and mortality. If different assumptions were used, it could have a material effect on the results of the Group. The sensitivity of the results to these assumptions is as follows.

 
                                  Changes  Revised 
                                   in DBO      DBO 
                                     GBPm     GBPm 
Current Figures                   1,629.1 
Following a 10 bps decrease in 
 the discount rate                   31.9  1,661.0 
Following a 10 bps increase in 
 the discount rate                 (31.5)  1,597.6 
Following a 10 bps increase in 
 the inflation assumption            27.0  1,656.1 
Following a 10 bps decrease in 
 the inflation assumption          (26.7)  1,602.4 
Following a 1 year increase in 
 life expectancy                     68.5  1,697.6 
Following a 1 year decrease in 
 life expectancy                   (67.1)  1,562.0 
 

The sensitivity information shown above has been prepared using the same method as adopted when adjusting the results of the latest funding valuation to the statement of financial position date. This is the same approach as has been adopted in previous periods.

   28.         DIRECTORS' ADVANCES, CREDITS AND GUARANTEES 

During the year, 3 directors (2016: 2) and 4 key personnel (2016: 5) utilised the services provided by NTFL. The amounts included in finance lease receivables owed by these directors and key personnel total GBP20,000 (2016: GBP43,000) in respect of non-current and GBP38,000 (2016: GBP80,000) in respect of current receivables.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   29.         RELATED PARTY DISCLOSURES 

Group

Details of transactions between the Group and other related parties are disclosed below.

The Group entered into transactions, in the ordinary course of business, with affiliated companies. Transactions entered into and balances outstanding at the year-end were as follows:

 
                                            Finance/ 
                                          investment 
                              Amounts         income 
                                 owed          from/     Borrowings 
    Sales     Purchases     from/(to)         (costs      to/(from) 
       to          from                          to) 
  GBP'000       GBP'000       GBP'000        GBP'000        GBP'000 
 

Related Party

2017

 
Integrated 
 Utility Services                             230 
 Limited (registered 
 in Eire)                     -    (3,270)               -           - 
Northern 
 Powergrid                   68          -     -         -           - 
 Gas Limited 
Northern                                           (6,228) 
 Powergrid                    -          -     -                     - 
 Limited 
Northern 
 Powergrid 
 (Yorkshire)             24,103   (12,732) 
 plc                                           -         -           - 
Vehicle Lease 
 and Service                                 351 
 Limited                     33    (4,562)             519           - 
Yorkshire 
 Electricity                                       (7,238)   (241,463) 
 Group plc                    -          -     - 
 
 
 

17,967 (16,731) 583 (12,674) (241,463)

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   29.         RELATED PARTY DISCLOSURES - continued 
 
                                            Finance/ 
                                          investment 
                              Amounts        income/ 
              Purchases          owed         (costs      Borrowing 
    Sales          from     from/(to)       from/(to     s to/(from 
       to                                          )              ) 
  GBP'000       GBP'000       GBP'000        GBP'000        GBP'000 
 

Related Party

2016

 
Integrated 
 Utility Services                             165 
 Limited (registered 
 in Eire)                     -    (1,022)               -           - 
Northern 
 Powergrid                   53          -     -         -           - 
 Gas Limited 
Northern                                           (6,222) 
 Powergrid                    -          -     -                     - 
 Limited 
Northern 
 Powergrid 
 (Yorkshire)             17,739   (11,311) 
 plc                                           -         -           - 
Vehicle Lease 
 and Service                                 418 
 Limited                    175    (4,398)             617           - 
Yorkshire 
 Electricity                                       (7,073)   (102,930) 
 Group plc                    -          -     - 
 
 
 

17,967 (16,731) 583 (12,674) (102,930)

 
 
 

Sales and purchases from related parties were made at commercial prices.

Interest on loans from Northern Powergrid Group companies is charged at a commercial rate.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of amounts owed by related parties.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   29.         RELATED PARTY DISCLOSURES - continued 

Company

Details of transactions between the Company and other related parties are disclosed below.

The Company entered into transactions, in the ordinary course of business, with affiliated companies. Transactions entered into and balances outstanding at the year-end were as follows:

 
                                            Finance/ 
                                          investment 
                              Amounts        income/ 
              Purchases          owed         (costs     Borrowings 
    Sales          from     from/(to)      from/(to)      to/(from) 
       to 
  GBP'000       GBP'000       GBP'000        GBP'000        GBP'000 
 

Related Party

2017

 
Integrated 
 Utility Services             (576)   - 
 Limited                 98                     -          - 
Northern                              - 
 Powergrid               67       -             -          - 
 Gas Limited 
Northern                              -   (6,228) 
 Powergrid                -       -                        - 
 Limited 
Northern 
 Powergrid 
 (Northeast)          5,983           - 
 Limited                       (25)        21,700          - 
Northern 
 Powergrid 
 (Yorkshire)          3,525           - 
 plc                            (2)             -          - 
Northern                              - 
 Transport               19       -             -          - 
 Finance Limited 
Vehicle Lease 
 and Service                          - 
 Limited                158       -           519          - 
Yorkshire 
 Electricity                          -             (72,264) 
 Group plc                -       -           426 
 
 
 

9,850 (603) - 16,417 (72,264)

 
 
 

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   29.         RELATED PARTY DISCLOSURES - continued 
 
                                            Finance/ 
                                          investment 
                              Amounts        income/ 
              Purchases          owed         (costs     Borrowings 
    Sales          from     from/(to)      from/(to)      to/(from) 
       to 
  GBP'000       GBP'000       GBP'000        GBP'000        GBP'000 
 

Related Party

2016

 
Integrated 
 Utility Services             (556)   - 
 Limited                 57                     -          - 
Northern                              - 
 Powergrid               88       -             -          - 
 Gas Limited 
Northern                              -   (6,228) 
 Powergrid                -       -                        - 
 Limited 
Northern 
 Powergrid 
 (Northeast)          5,658           - 
 Limited                       (35)        21,800          - 
Northern              4,915           - 
 Powergrid                        -             -          - 
 (Yorkshire) 
 plc 
Northern                              - 
 Transport               19       -             -          - 
 Finance Limited 
Vehicle Lease 
 and Service                          - 
 Limited                138       -           491          - 
Yorkshire 
 Electricity                          -             (62,160) 
 Group plc                -       -            33 
 
 
 

10,875 (591) - 16,036 (62,160)

 
 
 

Sales and purchases from related parties were made at commercial prices.

Interest on loans from Northern Powergrid Group companies is charged at a commercial rate.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of amounts owed by related parties.

   30.         ULTIMATE CONTROLLING PARTY 

The immediate parent undertaking of Northern Electric plc Group is Northern Powergrid Limited (Lloyds Court, 78 Grey Street, Newcastle upon Tyne, NE1 6AF). The ultimate controlling party and ultimate parent undertaking of Northern Powergrid Limited is Berkshire Hathaway, Inc., a company incorporated in the United States of America.

Copies of the group accounts of Berkshire Hathaway, Inc. (3555 Farnam Street, Omaha, Nebraska 68131) (the parent undertaking of the largest group preparing group accounts) which include Northern Electric plc Group and the group accounts of Northern Powergrid Holdings Company, the largest parent undertaking to prepare group accounts in the UK, can both be obtained from the Company Secretary, Northern Powergrid Holdings Company, Lloyds Court, 78 Grey Street, Newcastle upon Tyne, NE1 6AF.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

 
31.  RECONCILIATION OF PROFIT BEFORE INCOME TAX TO 
      CASH GENERATED FROM OPERATIONS 
 

Group

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Profit before income tax 140,243 143,918

Depreciation charges 102,551 87,421

Profit on disposal of fixed assets (331) (522)

Amortisation of deferred revenue (21,210) (19,342)

Retirement benefit obligations (27,604) (28,753)

Decrease in provisions 378 (468)

Finance costs 41,404 39,139

Finance income (481) (1,100)

Income from joint ventures (619) (254)

 
 
 
                                                                                                                                                                              234,331           220,039 

(Increase)/decrease in inventories (546) 615

Increase in trade and other receivables (9,518) (10,367)

Increase in trade and other payables 1,231 7,593

 
 
 Cash generated from operations   225,498  217,880 
 
 
 

Company

                                                                                                                                                                                   2017                2016 
                                                                                                                                                                                  GBP'000               GBP'000 

Profit before income tax 15,477 13,392

Depreciation charges 47 47

(Increase)/Decrease in provisions (103) 52

Finance costs 9,428 9,096

Finance income (23,209) (22,347)

 
 
 
                                                                                                                                                                                  1,640                  240 

Decrease in trade and other receivables 42 110

(Decrease)/increase in trade and other payables (591) 428

 
 
 Cash generated from operations   1,091  778 
 
 
 
   32.         OTHER RESERVES 

At the Company's Annual General Meeting in August 1994, the shareholders gave approval to on-market purchases of up to 10% of its shares and this was given effect on 21 September 1994 when 12,370,400 shares were purchased. This transaction resulted in the creation of a capital redemption reserve of GBP6.2m. Under section 831(4) of the Companies Act 2006 this reserve is treated as an un-distributable reserve.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   33.         NOTICE OF ANNUAL GENERAL MEETING 

Notice is hereby given that the Annual General Meeting of Northern Electric plc will be held at Lloyds Court, 78 Grey Street, Newcastle upon Tyne, NE1 6AF on Wednesday 20 June 2018 at 11.00 am

The following resolutions will be proposed as ordinary resolutions:

Annual Report and Accounts

1. To receive and consider the strategic, directors' and auditor's reports and the Group accounts for the year ended 31 December 2017.

Dividend

   2.     To declare that no final dividend be paid for the year ended 31 December 2017. 

Election and Re-election of Directors

   3.     To elect Mr J N Reynolds as a director. 
   4.     To re-elect Dr P A Jones as a director. 
   5.     To re-elect Mr T Fielden as a director. 

The Auditors

6. To re-appoint Deloitte LLP as the Company's auditor until the conclusion of the next general meeting at which accounts are laid and to authorise the directors to determine their remuneration.

Authority to allot shares

   7.     That: 

a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company up to a maximum nominal amount of GBP27,827,000;

b) this authority shall expire at close of business on 20 June 2023 or, if earlier, on the conclusion of the Company's annual general meeting in 2023, unless previously revoked or varied by the Company;

c) the Company may before such expiry make offers and agreements which would or might require shares to be allotted or rights to subscribe for, or convert securities into, shares to be granted after the expiry of this authority and the directors may allot shares or grant rights to subscribe for, or convert securities into, shares under any such offer or agreement as if the authority conferred hereby had not expired;

d) subject to paragraph (e), all existing authorities given to the directors pursuant to Section 551 of the Act shall be revoked by this resolution; and

e) That paragraph (d) shall be without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

The following resolution will be proposed as a special resolution:

Authority to dis-apply pre-emption rights

8. That, subject to the passing of and pursuant to the general authority conferred by resolution 7 in the notice convening this meeting and in place of all existing powers, the directors be and are hereby generally empowered pursuant to Section 570 of Act to allot equity securities (as defined in Section 560 of the Act) for cash, pursuant to the authority so conferred as if Section 561 of the Act did not apply to any such allotment. This power shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the close of business on 20 June 2023 or, if earlier, on the conclusion of the Company's annual general meeting in 2023, but the Company may make an offers or and agreements which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired.

NORTHERN ELECTRIC PLC (REGISTERED NUMBER: 02366942)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARED 31 DECEMBER 2017

   33.         NOTICE OF ANNUAL GENERAL MEETING - continued 
 
By order of the          Registered office: 
 board 
Jennifer Riley           Lloyds Court, 78 
                          Grey Street, 
Company Secretary        Newcastle upon 
                          Tyne, NE1 6AF 
24 April 2018              Registered in England 
                            No 2366942 
 
 

Notes:

1. All the issued ordinary shares in the Company are held by or on behalf of Northern Powergrid Limited.

2. Holders of preference shares have the right to receive notice of, attend and speak at the Annual General Meeting but are only entitled to vote if, at the date of the notice of the meeting, payment of the dividend to which they are entitled is six months or more in arrears, or if a resolution is to be considered at the meeting for the winding up of the Company or abrogating, varying or modifying any of the special rights attaching to the preference shares. As none of these circumstances apply to this Annual General Meeting, preference shareholders should note that they do not have the right to vote on any of the business to be considered.

3. Members are entitled to appoint a proxy to exercise all or any of their rights on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. A proxy need not be a shareholder of the Company.

4. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a nominated person does not have such a right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights

5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

6. The current price of the Company's preference shares can be obtained from the web site of the London Stock Exchange at www.londonstockexchange.com.

7. Resolution 7. The Companies Act 2006 provides that directors may only allot shares if authorised to do so by the Company's articles of association or by the shareholders in general meeting. This resolution replaces the resolution passed by the shareholders on 19 June 2013.

8. Special Resolution 8. This special resolution empowers the directors for the duration of the authority conferred by Resolution 7 to allot equity shares for cash without regard to the pre-emption provisions to which the ordinary shareholders would otherwise be entitled under Section 561 of the Companies Act 2006.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR SEAFEMFASEIL

(END) Dow Jones Newswires

April 26, 2018 09:09 ET (13:09 GMT)

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