Interim Results 2014/15
23 Oct 2014
|26 weeks ended 23 August 2014 (unaudited)
On a continuing operations basis
|Group sales (inc. VAT)*||£34,012m||(4.4)%||(2.0)%|
|Sales growth excluding petrol||(4.5)%||(1.9)%|
|Group trading profit||£937m||(41.0)%||(39.4)%|
|- Tesco Bank||£102m||15.9%||15.9%|
|Underlying profit before tax||£783m||(46.6)%||(45.3)%|
|Underlying diluted earnings per share||7.71p||(46.8)%**||n/a|
|Capex||£1.0bn||down 20.4%||down 18.2%|
|Statutory profit before tax includes:|
|- One-off items||£(527)m|
|Statutory profit before tax||£112m||(91.9)%||n/a|
Sir Richard Broadbent, Chairman:
“The issues that have come to light over recent weeks are a matter of profound regret. We have acted quickly to clarify the financial performance of the company. A new management team is in place to address the root causes of the mis-statement and to develop and implement the actions that will build the company’s future. I am confident that the new Chief Executive and Chief Financial Officer will move rapidly and effectively in this respect.
Once this transition is complete and business plans are in place, it will mark the beginning of a new phase for the company and I will begin now to prepare the ground to ensure an orderly process for my own succession at that time. My decision reflects the important principle of accountability on behalf of the Board and will support the company to draw a line under the past as it enters the next phase of its development.”
Dave Lewis, Chief Executive:
“Our business is operating in challenging times. Trading conditions are tough and our underlying profitability is under pressure. We do however face these challenges from a position of market strength and I have been heartened by the team’s welcome and their determination to stay focused on doing the very best for our customers. Whilst my review of the whole business continues, three immediate priorities are clear: to recover our competitiveness in the UK, to protect and strengthen our balance sheet and to begin the long journey back to building trust and transparency into our business and brand.”
- UK like-for-like sales down (4.6)%, impacted by strong competition across the grocery market, headwinds from price cuts and fewer untargeted promotions
- £0.9bn Group trading profit – year-on-year decline reflects challenges of UK business
- Total UK online sales up 11%; like-for-like sales growth of +0.8% in UK convenience stores
- Deloitte investigation into overstatement of expected half year profit concluded; impact confirmed as £(263)m, of which £(118)m relates to first half trading profit, with the balance treated as a one-off item (being c.£(70)m relating to 13/14 and c.£(75)m to pre-13/14)
- Interim dividend 1.16p*** as previously announced; full-year capex reduction to £2.1bn
- New Executive team in place and reviewing all strategic options to create greater shareholder value
* Group sales (inc. VAT) exclude the accounting impact of IFRIC 13 (Customer Loyalty Programmes).
** Underlying diluted EPS growth calculated on a constant tax rate basis; (48.2)% at actual tax rates.
*** The interim dividend will be paid on 19 December 2014 to shareholders on the Register of Members at the close of business on 31 October 2014.
SUMMARY OF GROUP RESULTS1
|Continuing operations2||Group||UK3||Asia||Europe||Tesco Bank|
|Sales (inc. VAT)4||34,012||35,582||(4.4)%||23,566||5,078||4,847||521|
|UK LFL (exc. petrol)||(4.6)%|
|Revenue (exc. VAT)5||30,473||31,914||(4.5)%||21,031||4,766||4,155||521|
|UK LFL – IFRIC 13 compliant basis (exc. petrol)||(4.8)%|
|Trading profit margin4||3.04%||4.93%||(189)bp||2.34%||5.44%||1.82%||19.58%|
|Change (basis points)||(283)bp||(57)bp||63bp||191bp|
|Other underlying profit items:|
|- Share of post-tax profits of joint ventures and associates||17||29||(41.4)%|
|- Net interest cost||(171)||(151)||(13.2)%|
|Underlying profit before tax7||783||1,466||(46.6)%|
|Restructuring and other one-off items|
|- Provision for customer redress||(27)||-||n/m|
|- Impairment of PPE and onerous lease provisions included within cost of sales||(136)||-||n/m|
|- Stock write-downs||(63)||-||n/m|
|- Commercial income adjustment:|
|- relating to 13/14||(70)||-||n/m|
|- relating to years prior to 13/14||(75)||-||n/m|
|- Other restructuring and one-off items||(156)||(21)||n/m|
|Profits/losses arising on property-related items||7||45||(84.4)%|
|Statutory profit before tax||112||1,387||(91.9)%|
|Dividend per share (pence)||1.16||4.63||(75.0)%|
|Capital expenditure (£bn)||1.0||1.3||(0.3)||0.7||0.8||0.2||0.4||0.1||0.1||0.0||0.0|
|Gross space added (million sq.ft.)||1.1||1.6||(0.5)||0.3||0.5||0.6||0.7||0.2||0.3||n/a||n/a|
Net cash flow from operating activities (£bn)8
|- Tesco Bank||(0.3)||(0.5)||0.2|
|IFRS pensions liability post-tax (£bn)||3.4||2.4||1.0|
|Net debt (£bn)8||7.5||7.0||0.5|
- For the UK and the Republic of Ireland these results are for the 26 weeks ended 23 August 2014 and the previous period comparison is made with the 26 week period ended 24 August 2013. For Tesco Bank and India these results are for the 6 months ended 31 August 2014 and the previous period comparison is made with the 6 months ended 31 August 2013. For all other countries these results are for the 177 days ended 24 August 2014 and the previous period comparison is made with the 178 days ended 25 August 2013. All growth rates are calculated at actual exchange rates unless otherwise stated. Statutory numbers include the accounting impact of IFRIC 13 (Customer Loyalty Programmes). All other numbers are shown excluding the accounting impact of IFRIC 13, consistent with internal management reporting. More information can be found in Note 1 to the interim consolidated financial information.
- Continuing operations exclude the results from our operations in China and the US which have been treated as discontinued. China was a discontinued operation for the 13 weeks ended 28 May 2014, (at which point the operations were contributed into a new joint venture with CRE).
- The UK segment excludes Tesco Bank, which is reported separately in accordance with IFRS 8 (Operating Segments).
- Excludes the accounting impact of IFRIC 13 (Customer Loyalty Programmes). Trading margin is based on revenue excluding the accounting impact of IFRIC 13.
- Includes the accounting impact of IFRIC 13 (Customer Loyalty Programmes).
- Trading profit excludes profits/losses arising on property-related items and makes the same additional adjustments as our underlying profit measure, except for the impact of non-cash elements of IAS 17 relating to joint ventures and associates, IAS 32 and 39, and the interest element of IAS 19.
- Underlying profit excludes the impact of non-cash elements of IAS 17, 19, 32, and 39 (principally the impact of annual uplifts in rents and rent-free periods, pension costs, and the marking to market of financial instruments); the amortisation charge on intangible assets arising on acquisition (Tesco Bank) and acquisition costs, the non-cash impact of IFRIC 13 (Customer Loyalty Programmes), and profits/losses arising on property-related items. It also excludes restructuring and other one-off items.
- Includes both continuing and discontinued operations.
When I took over as Chairman three years ago, I was aware that the scale of change for this company would be substantial. Structural change in this industry was accelerating and internally the business had been through a prolonged period of expansion. In response, we took substantial steps to underpin the future of the business.
It is in this context that on 22 September we announced an overstatement of our expected profits for the half year due to the accelerated recognition of commercial income and delayed accrual of costs in the UK food business. The Board immediately asked Deloitte to undertake an independent review of these issues working with Freshfields, the Group’s legal advisers. Following our announcement on 22 September, Alan Stewart joined the Board immediately as Chief Financial Officer.
The Deloitte investigation into the validity of the figures has now concluded, and has confirmed our assessment that there was an overstatement in our profit expectations of £(263)m. The impact to trading profit is £(118)m in the first half of this year, with a further c.£(70)m relating to 2013/14 and c.£(75)m relating to pre-2013/14 treated as one-off items within these results.
The Deloitte Report will be passed to the Financial Conduct Authority (FCA) and to other regulatory agencies. As announced on 1 October 2014, the FCA has launched an investigation into the issue. We will fully cooperate with the regulatory authorities. Given the outstanding investigation, we can make no further statement at this stage about how these events came about.
Notwithstanding this deeply disappointing issue, the business continues to face the challenges of difficult markets and intense competition. There is much to do in improving our offer to customers and re-positioning our business to meet modern retail requirements. Since the beginning of the year, the Board has taken tough decisions on capital and dividend to preserve the financial strength of the company and replaced the executive leadership of the business. We have also announced new non-executive appointments to the Board.
Dave Lewis joined Tesco as Chief Executive on 1 September, one month earlier than previously anticipated. He is reviewing all aspects of the Group in order to improve its competitive position and deliver sustainable returns. Consideration will be given to all options which increase flexibility and create value for customers and shareholders.
Stability and orderly process are now of primary importance to the company. The Board’s immediate focus must be on ensuring that we complete the transition to a new management team and that new and far-reaching business plans are put in place quickly. These plans will mark the beginning of a new phase for the company and I will begin now to prepare the ground to ensure an orderly process for my own succession at that time. My decision reflects the important principle of accountability on behalf of the Board and will support the company to draw a line under the past as it enters the next phase of its development.
THE DELOITTE REVIEW
We announced on 22 September 2014 that Deloitte, supported by the Company's external lawyers, Freshfields, had been appointed to carry out an independent review into the matters which had come to light in our UK food business. Deloitte has now presented its findings, which validate our assessment of the size and nature of the income overstatement, and thereby provide us with additional assurance for the purposes of the announcement of our interim results today.
Deloitte, in their review of our conclusions, has confirmed that:
- our overall commercial income adjustment in the current reporting period of £263m is reasonable;
- amounts have been pulled forward or deferred, contrary to Tesco Group accounting policies;
- there have been similar practices in prior reporting periods;
- the current and prior practices appear to be linked as income pulled forward grew period by period.
As we confirmed on 1 October 2014, the FCA has commenced a full investigation. Other regulatory authorities are reviewing the situation. The nature of the FCA investigation precludes Deloitte from continuing their work into the causes of the overstatement. The Deloitte independent review is therefore now complete.
This issue raises many questions which will now be examined in the context of the FCA investigation. We will continue to cooperate fully with the FCA and any other regulatory authorities.
We have three immediate priorities. The first is restoring competitiveness in our core UK business. The second is protecting and strengthening our balance sheet. The third is to begin the long journey of rebuilding trust and transparency in the business and the brand.
Our relative performance was not competitive enough in the first half of the year and the business continues to face a softening market and tough trading conditions, particularly in the UK. In this challenging environment we will continue to invest for customers.
We are reviewing all opportunities that exist within the Group to generate value and create headroom. Full year profitability could therefore be further impacted by actions we choose to take.
In addition, the commercial income overstatement will affect our second half results as we revisit our plans with new management.
As such, there are a number of uncertainties which limit visibility of future performance. We will do the right thing for customers – and therefore the business – despite these uncertainties. For these reasons we are not providing full year profit guidance.
Our next update to the market will be our Christmas trading statement on 8 January 2015, when we will also update on our third quarter performance.
Group sales, including VAT, fell by (4.4)% to £34.0bn. At constant exchange rates, sales declined by (2.0)% including petrol and by (1.9)% excluding petrol.
Group trading profit was £937m, down (41.0)% on last year, impacted by a weakening UK grocery market, the investments we are making in our customer offer and challenging trading conditions overseas. Group trading margin was 3.04%, down (189) basis points year-on-year.
Profit from joint ventures and associates reduced by (41)%, primarily reflecting lower profits from our UK property joint ventures, in addition to small initial trading and integration losses from our newly formed partnerships with China Resources Enterprise Ltd (CRE) and Trent Limited, part of the Tata Group.
Net finance costs increased to £(171)m from £(151)m last year due to early refinancing of maturing debt, in addition to a fall in capitalised interest, driven by a reduction in the level of work-in-progress from last year.
Underlying profit before tax therefore declined by (46.6)% to £783m.
Group profit before tax was £112m, after one-off items totalling £(527)m, including an adjustment relating to prior years’ commercial income of £(145)m, stock write-downs of £(63)m, impairment charges of £(136)m in the UK and Europe, restructuring costs of £(41)m, a £(41)m retrospective charge relating to a Valuation Office ruling on ATM rates and a £(27)m increase in the Bank’s provision for customer redress.
Profits arising on property-related items. In April 2013 we announced that we would be accelerating the scaling back of our sale and leaseback programme. In the first half, profits arising on property-related items were minimal as a reduced sale and leaseback programme was offset by losses on disposal and property-related costs across the Group.
Total Group tax has been charged at an effective rate (on profit before tax prior to the one-off items mentioned above) of 20.2% and we expect the effective rate for the full year to be broadly in line with the rate for the half year. Last year’s rate of 18.0% incorporated the one-off effect of a lower UK tax rate on deferred tax liabilities.
Underlying diluted earnings per share in the first half were 7.71p, (48.2)% lower year-on-year at actual tax rates, due to the reduction in underlying profitability and a more normal rate of Group tax.
Cash Flow and Balance Sheet. Net cash generated from retail operating activities decreased by £(0.7)bn to £1.0bn, principally driven by lower operating profit.
Group capital expenditure was £1.0bn, or 3.0% of sales, a decrease of £(0.3)bn from the prior year on a continuing operations basis. Our capex fell across all our reporting segments, consistent with our aim of a reduced level of capital expenditure for the year. On 29 August 2014 we announced that our capital expenditure for 2014/15 will be no more than £2.1bn.
As planned, we made a cash contribution to the China JV of £179m and a further payment of £78m to CRE, in addition to an £85m investment in our Trent JV in India. Further details can be found in Note 5, on page 22 of this statement.
Net debt increased by £0.5bn year-on-year to £7.5bn. This included the impact of the reduced level of operating cash flow and the investments in the China and India joint ventures. The increase was partially offset by the disposal of China net debt and lower capital expenditure.
Funding and liquidity. We continue to have a strong funding and liquidity position. During the period we retired £600m of bonds. We issued medium-term notes of €1,250m and €750m with coupons of 1.375% and 2.5% respectively, ahead of future planned redemptions.
Pensions. On an accounting basis, the Group's net pension deficit after tax increased from £2.6bn, as at 22 February 2014, to £3.4bn. This movement is mainly due to a significant reduction of 40 basis points in real corporate bond yields, due to high demand and limited supply in the bond market. This has led to a corresponding reduction in the discount rate used to measure our long term liabilities.
|UK Results H1 2014/15|
|UK revenue (exc. VAT, exc. impact of IFRIC 13)||£21,301m||(2.7)%|
|UK trading profit||£499m||(55.9)%|
|Trading margin (trading profit/revenue)||2.34%||(283)bp|
Whilst a weakening of the UK grocery market and the more structural trends towards proximity and online retailing have been headwinds across the industry, our relative performance also fell short of our initial expectations. The decision to reduce the level of untargeted couponing activity in order to focus on initiatives that drive long-term loyalty also impacted sales. Total UK sales declined by (2.6)% to £23.6bn. Like-for-like sales excluding VAT and petrol for the first half were down (4.6)%.
|UK LFL Growth 2014/15|
|LFL (inc. VAT, inc. petrol)||(3.8)%||(5.0)%||(4.4)%|
|LFL (inc. VAT, exc. petrol)||(3.7)%||(5.4)%||(4.6)%|
|LFL (exc. VAT, exc. petrol)||(3.8)%||(5.5)%||(4.6)%|
|LFL (exc. VAT, exc. petrol) IFRIC 13*||(4.0)%||(5.5)%||(4.8)%|
* Compliant with IFRIC 13 (customer loyalty programmes)
The UK business saw historically low levels of inflation during the second quarter in particular, driven by the strength of sterling and reflecting price investment across the industry.
UK trading profit declined by (55.9)% year-on-year to £499m with a trading margin of 2.34%, a reduction of (283) basis points. This was driven primarily by the impact of reduced like-for-like sales, our continued investment in the customer offer and inflation in our cost base.
In line with our plans for a lower level of new store openings, the contribution from net new space fell to 2.1% for the half year. We will open 0.5m square feet of net new space in the second half, with the majority in our Express and One Stop convenience formats.
We completed 262 store refreshes in the first half, including over 200 Express stores. As we said in August, we will reduce our level of capital expenditure for the rest of the year, resulting in a slower roll-out of our Refresh programme.
|Asia Results H1 2014/15|
|Actual rates||Constant rates|
|£m||% growth||% growth|
|Asia revenue (exc. VAT, exc. impact of IFRIC 13)||£4,780m||(8.4)%||(0.5)%|
|Asia trading profit||£260m||(17.2)%||(9.2)%|
|Trading margin (trading profit/revenue)||5.44%||(57)bp||(52)bp|
Total sales in Asia decreased by (0.5)% at constant rates and by (8.4)% at actual rates, held back by difficult market conditions across the region.
Market conditions in Korea remained challenging, particularly for large stores, with a higher number of enforced Sunday closures under the DIDA opening regulations for all major retailers.
In Thailand, whilst the political situation improved with the cessation of the curfew, the environment remained uncertain for our customers. Sales were also impacted by significant market vouchering activity and an increasingly competitive convenience sector.
Our sales performance in Malaysia was impacted by low consumer sentiment and more recently by protests against Western businesses.
We opened 0.6m square feet of net new space in the region as a whole and plan to open a similar amount in the second half.
In Europe, total sales including petrol declined by (1.8)% at constant rates and by (9.3)% at actual rates although we saw positive like-for-like sales growth in the Czech Republic, Hungary and Turkey.
|Europe Results H1 2014/15|
|Actual rates||Constant rates|
|£m||% growth||% growth|
|Europe revenue (exc. VAT, exc. impact of IFRIC 13)||£4,173m||(9.4)%||(1.9)%|
|Europe trading profit||£76m||38.2%||41.8%|
|Trading margin (trading profit/revenue)||1.82%||63bp||54bp|
Overall profits increased by 38%, largely due to a lower depreciation charge following last year’s asset impairments. The pressure on sales, particularly in Ireland and Slovakia, held back any further profit growth. The Irish market remained challenging with intense competition led by the discounters and high levels of couponing.
In Poland, we have maintained our market share in a highly competitive market. Our trading performance in the second quarter was affected by deteriorating consumer confidence following the announcement of sanctions on Polish exports to Russia. Our sales performance in Hungary and the Czech Republic was supported by a strong F&F clothing offer and the remodelling of fresh departments in many of our stores. In Turkey, we remained focused on the heartland of our business and have seen an improvement in like-for-like sales across the first half.
We continued to limit capital expenditure in this region, opening 0.2m square feet of new space and closing a similar amount of under-performing space, primarily in Turkey and Poland. We continued to expand our grocery home shopping operations and recently launched our Delivery Saver subscription service to customers in Ireland.
Tesco Bank’s trading profit increased by 15.9% year-on-year to £102m, driven by strong lending growth. Excluding fair value releases, trading profit grew by 18.8%.
Customer accounts in our core banking products (credit cards, loans, mortgages and savings) grew by 14% and the launch of personal current accounts in June completed the Bank’s product portfolio.
|Tesco Bank Results H1 2014/15|
|Tesco Bank revenue (exc. VAT, exc. impact of IFRIC 13)||£521m||4.6%|
|Tesco Bank trading profit||£102m||15.9%|
|Tesco Bank trading margin||19.58%||191bp|
Within one-off items, the Bank has made a further increase to the provision for PPI of £(27)m.
As we said in our preliminary results announcement, we expect the growth in the Bank’s underlying trading profit for the full year to be offset by our investment in personal current accounts.
The Bank ended the first half with strong liquidity and capital ratios comfortably exceeding required levels. An income statement, balance sheet and cash flow statement for Tesco Bank is available in the investor section of our corporate website – www.tescoplc.com/interims2014. Tesco Bank’s interim results are also published today and can be found at www.corporate.tescobank.com.
Tesco and Society
We will share more details on our ‘Scale for Good’ programme in our half year Tesco and Society Report and you can find out more about our ongoing activities at www.tescoplc.com/society/news.
Change in financial reporting calendar
Given the proximity of our third quarter interim management statement to our Christmas trading update, going forward we will move the release of our Q3 IMS to early January with this statement also covering trading in the six weeks post the end of Q3 period. This next update is scheduled for release on 8 January 2015.
The following supplementary information can be found within our analyst pack, which is available at www.tescoplc.com/interims2014:
- Group Income Statement
- Segmental Summary
- Tesco Bank – Income Statement, Balance Sheet, Cash Flow
- Group Cash Flow
- UK Sales Performance
- International Sales Performance
- Group Space Summary and Forecast
- UK New Stores
- Earnings Per Share
|Investor Relations:||Chris Griffith||01992 644 800|
|01992 644 645
0207 404 5959
This document is available at www.tescoplc.com/interims2014.
A meeting for investors and analysts will be held today at 9.00am at ETC Venues, 200 Aldersgate, St Paul’s, London, EC1A 4HD. Access will be by invitation only. Presentations from the meeting will be available at www.tescoplc.com/interims2014.
An interview with Dave Lewis, Chief Executive, discussing the Interim Results is available now to download in video, audio and transcript form at www.tescoplc.com/interims2014.
Risks and Uncertainties
As with any business, risk assessment and the implementation of mitigating actions and controls are vital to successfully achieving the Group’s strategy. The Tesco Board has overall responsibility for risk management and internal controls within the context of achieving the Group's objectives. The Group faces risks and uncertainties in the immediate future as outlined under Outlook above, and in relation to the FCA and potentially other investigations referred to elsewhere in these Interim Results. Apart from these, the principal risks and uncertainties faced by the Group remain those set out in our 2014 Annual Report and Financial Statements and include:
- Business and financial strategies
- Competition and consolidation
- Reputational risk
- Performance risk
- Economic, political and regulatory risks
- Product safety and ethical trading
- Treasury, financial and Tesco Bank risks
- Pension risks
- Fraud, compliance and control
- Business continuity and crisis management
Greater detail on these risks and uncertainties are set out on pages 20 to 25 of our 2014 Annual Report and Financial Statements.
Statement of Directors’ Responsibilities
The Directors confirm that this interim consolidated financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The Directors of Tesco PLC are listed in the Tesco PLC 2014 Annual Report and Financial Statements, with the following exceptions: Dave Lewis joined the Board on 1 September 2014 as Chief Executive Officer in succession to Philip Clarke who stepped down on the same date; and Alan Stewart joined the Board on 23 September 2014 as Chief Financial Officer in succession to Laurie McIlwee who resigned from the Board on 4 April 2014. Further to our announcement on 6 October 2014, Richard Cousins and Mikael Ohlsson will join the Board on 1 November 2014 as Non-executive Directors. A list of current directors is maintained on the Tesco PLC website at: www.tescoplc.com.
By order of the Board
Sir Richard Broadbent* – Chairman
Dave Lewis – Chief Executive
Alan Stewart – Chief Financial Officer
Patrick Cescau* – Senior Non-executive Director
Jacqueline Tammenoms Bakker*
22 October 2014
Appendix 1 – Segmental Sales Growth Rates*
|Total Sales Growth – Actual Rates**|
|Total Sales Growth – Constant Rates**|
* Growth rates shown on a continuing operations basis.
** Quarterly growth rates based on comparable days for the current year and the previous year comparison. Half 1 growth rates based on comparable days for the current year and the previous year comparison for the UK and the Republic of Ireland. All other countries are for 177 days ended 24 August 2014 compared to 178 days ended 25 August 2013.
|Like-For-Like Sales Growth*|
* Like-for-like growth shown on a continuing operations basis.
Appendix 2 – Country Like-For-Like Growth Inc. VAT Exc. Petrol*
|Republic of Ireland||(3.7)%||(7.2)%||(5.5)%||(5.5)%||(7.3)%||(6.4)%|
* Like-for-like growth shown on a continuing operations basis.
^ Following the introduction of legislation preventing large retailers from selling tobacco in mid-July 2013, Hungary like-for-like growth is shown on an exc. tobacco basis. Including tobacco sales, in 2013/14 H1 was (0.8)%, H2 was (1.3)% and FY was (1.0)%. For 2014/15, Q1 was 0.0%, Q2 was (2.0)% and H1 was (1.1)%.
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- Full statement
This document may contain forward-looking statements that may or may not prove accurate. For example, statements regarding expected revenue growth and trading margins, market trends and our product pipeline are forward-looking statements. Phrases such as "aim", "plan", "intend", "anticipate", "well-placed", "believe", "estimate", "expect", "target", "consider" and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied by the statements. Any forward-looking statement is based on information available to Tesco as of the date of the statement. All written or oral forward-looking statements attributable to Tesco are qualified by this caution. Tesco does not undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances or in Tesco’s expectations.