IFRS basis 1 - 14

1. Basis of preparation – IFRS basis

  1. From 2005, all European Union listed companies are required to prepare consolidated financial statements using International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB). The FSA listing rules in the UK require that the 2005 interim results must also be presented on a basis consistent with IFRS. Accordingly, the results for the six months to 30 June 2005 have been prepared using the Group’s accounting policies under IFRS published in the market release on 5 July 2005, “Impact of International Financial Reporting Standards on the results for 31 December 2004”. This is the Group’s first set of financial results prepared in accordance with IFRS accounting policies and its previously reported 2004 consolidated financial statements have accordingly been restated to comply with IFRS, with the date of transition to IFRSs being 1 January 2004.

    The Group’s accounting policies are in accordance with IFRS issued by the IASB. The European Union has endorsed all relevant IFRS with the exception of the amendment to IAS19 Employee Benefits (2004), the amendments to IAS39 The Fair Value Option published by the IASB in June 2005 and Interpretation 4 of the International Financial Reporting Interpretations Committee Determining whether an Arrangement contains a Lease (IFRIC4). These amendments and IFRIC4 are expected to be endorsed by the European Commission during 2005 and, although they are not mandatory until 2006, the Group has decided to adopt them early and reflect their impact within this interim announcement. The Group’s full year financial statements at 31 December 2005 will be prepared in accordance with these endorsed IFRSs and this announcement reflects the accounting policies expected to apply at the year end.

    The IFRSs themselves are subject to possible amendment by interpretative guidance from the IASB or external bodies and are therefore subject to change prior to publication of the Group’s full year financial statements for the year ended 31 December 2005.
  2. In line with the requirements of International Financial Reporting Standard 1, First-Time Adoption of International Financial Reporting Standards (IFRS1), Aviva has applied the Group’s accounting policies under IFRS retrospectively at the date of transition being 1 January 2004, with exception of a number of permitted exemptions. These are detailed in the market release of 5 July 2005, “Impact of International Financial Reporting Standards on the results for 31 December 2004”.
  3. Aviva has chosen to revisit its longer term investment return (“LTIR”) methodology from 2005 as part of a discretionary change not required by IFRS. This change in accounting policy was adopted and detailed in the market release of 5 July “Impact of International Financial Reporting Standards on the results for 31 December 2004”.
  4. The requirements of International Financial Reporting Standard 5, Non-current Assets Held for Sale and Discontinued Operations have been applied prospectively from 1 January 2005.
  5. Financial Reporting Standard 27, Life Assurance (FRS27) was issued by the UK’s Accounting Standards Board (ASB) on 13 December 2004, following the Penrose inquiry. Aviva, along with other major insurance companies and the Association of British Insurers (ABI), has signed a Memorandum of Understanding (MoU) with the ASB relating to FRS27. Under this MoU, Aviva has agreed to adopt voluntarily in full the standard from 2005 within the Group’s IFRS financial statements.

    Within FRS27, the ASB acknowledged the difficulty of applying the requirements retrospectively and indeed it is the Group’s view that it would be impractical to do so. Hence, in accordance with IAS8 and FRS27, only the balance sheet at 31 December 2004 has been restated for the impact of FRS27. No adjustments have been made, nor are any required, to the 2004 income statement, the opening balance sheet at 1 January 2004 or the balance sheet at 30 June 2004.
  6. In accordance with Phase I of International Financial Reporting Standard 4, Insurance Contracts (IFRS 4), the Group has applied existing accounting practices for insurance and participating investment contracts, modified as appropriate to comply with the IFRS framework and applicable standards.
  7. Items included in the financial statements of each of the Group’s entities are measured in the currency of the primary economic environment in which that entity operates (the “functional currency”). The consolidated financial statements are stated in sterling, which is the Company’s functional and presentation currency. As supplementary information, consolidated financial information is also presented in Euros.
  8. The results for the six months to 30 June 2005 and the results for the six months to 30 June 2004 are unaudited but have been reviewed by the auditor, Ernst & Young LLP. The interim accounts do not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The results on an IFRS basis for the full year 2004 have been audited by Ernst & Young LLP. The Group’s 2004 Annual Report and Accounts have been filed with the Registrar of Companies. The auditors have reported on the 2004 accounts and their report was unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985.

2. Exchange rates

The euro rates employed in this announcement are an average rate of 1 euro = £0.69 (6 months to 30 June 2004: 1 euro = £0.68; full year 2004: 1 euro = £0.68) and a closing rate of 1 euro = £0.68 (30 June 2004: 1 euro = £0.67; 31 December 2004: 1 euro = £0.71).

3. Acquisitions

(a)  RAC plc

On 4 May 2005, the Group acquired 100% of the share capital of RAC plc. The results of RAC plc’s operations have been included in the consolidated financial statements of the Group with effect from 4 May 2005, and contributed £17 million to the consolidated profit before tax.

  £m
Purchase cost  
Cash paid 566
Fair value of 88 million shares issued, based on their published price at date of exchange (average of £6.03 per share) 530
Costs attributable 17
Total 1,113

The assets and liabilities at the date of acquisition were:

  Book value
£m
Goodwill reversal and intangible
revaluation
£m
Pension scheme valuation
£m
Fair value and accounting policy
adjustments
£m
Fair value
£m
Assets          
Goodwill 510 (510)
Intangible assets 59 333 392
Tax assets 58 (58)
Other assets 608 52 660
Total assets 1,235 (177) (6) 1,052
Liabilities          
Provisions          
Pension deficit (257) (56) (313)
Other (8) (4) (12)
Tax liabilities (118) 17 47 (54)
Other liabilities (708) (5) (713)
Total liabilities (973) (118) (39) 38 (1,092)
Shareholders’ funds acquired 262 (295) (39) 32 (40)
Goodwill (including £118 million arising from the creation of the deferred tax liability on intangibles)         1,153
Intangible assets         392
Total goodwill and intangible assets         1,545
Less: deferred tax liability         (118)
Total value of goodwill and intangible assets net of associated tax included on balance sheet         1,427

Separable intangible assets have been identified and valued by an independent third party at £392 million, using estimated post-tax cash flows and post-tax discount rates. These comprise the RAC, BSM and Lex brands and contractual customer relationships. Of this £260 million has been assessed as having an indefinite life with the remaining £132 million being amortised over 9 to 22 years.

A deferred tax liability of £118 million has been provided against these intangible assets, resulting in an increase in residual goodwill by this amount. Although this liability has been recognised in accordance with IAS12, and a proportion will be amortised to the income statement as the related intangible asset is amortised, this liability is only payable if the intangible asset is sold separately and this is not expected to happen.

The pension scheme valuation adjustment and associated deferred taxation represents the effect of aligning the assumptions of the RAC plc schemes to those of Aviva. The fair value of the RAC pension deficit at the date of acquisition amounted to £313 million (£219 million after deferred tax).

The residual goodwill of £1,153 million essentially represents synergies, both in increased revenues and in reduced costs, expected to arise in RAC plc and our UK general insurance business as a result of the acquisition.

£14 million of integration costs for the restructuring of the combined Norwich Union Insurance and RAC businesses has been included in the results to 30 June 2005.

In July 2005, the Group completed the transfer of ownership of Hyundai Cars (UK) to motor manufacturer Hyundai Motor UK Limited . Accordingly, the assets and liabilities of this business have been presented as held for sale on the balance sheet.

(b) Gresham Insurance Company Limited

On 31 March 2005, the Group acquired 100% of the share capital of Gresham Insurance Company Limited. The cash consideration including purchase costs was £75 million. The fair value of the net assets acquired, including intangibles of £14 million, was £75 million, giving rise to no goodwill on acquisition.

(c) Solus Automotive Limited

On 11 May 2005, the Group acquired 100% of the share capital of Solus Automotive Limited. The cash consideration including purchase costs was £20 million, including £12 million of cash and £8 million of deferred consideration. The fair value of the net assets acquired was nil, giving rise to £20 million of goodwill on acquisition.

(d) Unaudited pro forma combined revenues and profit

Shown below are unaudited pro forma figures for combined revenues and profit as though the acquisition date for all business combinations effected during the period had been 1 January 2005, after giving effect to purchase accounting adjustments and the elimination of intercompany transactions. The pro forma financial information is not necessarily indicative of the combined results that would have been attained had the acquisitions taken place at 1 January 2005, nor is it necessarily indicative of future results.

  6 months
2005
£m
Revenues (premiums and fee income) 13,636
IFRS profit before tax attributable to shareholders 1,138

4. Exceptional costs for termination of operations

In February 2004, the Group announced the closure of its UK national broker subsidiary, Hill House Hammond (HHH) together with the sale of its commercial business. The associated pre-tax costs of the closure of HHH were £40 million and relate to termination activities, including redundancy costs and closure provisions.

5. Profit on the disposal of subsidiaries and associates

The net profit on the disposal of subsidiary and associated undertakings comprises:

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
General insurance businesses      
United Kingdom 28
France 1 7 6
Asia (a) 145
Other small operations (1) 1
  145 8 34

(a) Sale of Asian general insurance businesses

On 7 September 2004, the Group announced the disposal of its Asian general insurance businesses to Mitsui Sumitomo Insurance (MSI) for a total of US$450 million in cash. The sale was subject to obtaining regulatory clearance and approval from other shareholders in the Asian businesses.

Under the terms of the agreement, MSI will acquire all of Aviva’s general insurance businesses in Asia. These comprise the general insurance business of Aviva Limited and the general insurance assets of Aviva Asia Pte Limited in Singapore; Aviva Insurance Berhad in Malaysia (including its branch in Brunei); Aviva Insurance (Thai) Company Limited in Thailand; PT Aviva Insurance in Indonesia; Dah Sing General Insurance Co Limited in Hong Kong; and Aviva’s branch operations in Hong Kong, the Philippines, Marianas, Macau and Taiwan. The transaction will be achieved through share purchase of Aviva’s interests in joint venture operations, business purchase and asset purchase in Singapore, and transfer of Aviva’s general insurance branch operations in Hong Kong, the Philippines, Marianas, Macau and Taiwan.

The transaction is expected to complete in phases. Phase I completed on 28 February 2005 and included all businesses above except for Malaysia, Indonesia, Macau, Marianas, Taiwan, Dah Sing and the Philippines. The businesses in Macau and Dah Sing were then sold prior to 30 June 2005. The sale of Indonesia completed in July 2005 and the remaining businesses will be included as part of the completion of Phase II, expected in the second half of 2005. The assets and liabilities of these businesses are included in the totals held for sale on the balance sheet.

Subject to the receipt of regulatory approval, the total proceeds for the sale of these businesses were fixed by reference to the net assets of the businesses as at 31 December 2003 and are not adjusted to reflect the results in the period from 1 January 2004 to completion. The Group does not bear any continuing operating risk from 31 December 2003.

The results of the Asian general insurance business have been consolidated with those of the Group’s ongoing operations until the completion of each transaction. Although the Group has retained no economic interest in the operations of this business beyond 31 December 2003, the post-tax operating profits are incorporated in the Group’s consolidated income statement from 1 January 2004 to the date of completion. This will be offset by a corresponding change to the final profit on sale. Total profit on sale on the first tranche of the disposal was £145 million and £102 million after tax.

6. Geographical analysis of life IFRS operating profit

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
United Kingdom      
With-profit 33 49 97
Non-profit 178 179 256
Europe (excluding UK)      
France 131 89 213
Ireland 14 14 31
Italy 24 19 49
Netherlands (including Belgium and Luxembourg) 58 54 214
Poland 48 39 80
Spain 39 24 72
Other
1 (4) 5
International (16) 57 99
Total 510 520 1,116

7. Geographical analysis of fund management IFRS operating profit

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Morley      
– UK business 11 4 10
– European and International business 7 3 8
Other fund management operations      
UK      
– Royal Bank of Scotland (3) (6) (6)
– Norwich Union investment funds 3 5 4
France 10 8 15
Other Europe 1 2
International 4 3 7
Total 33 17 40

8. Geographical analysis of general insurance and health

(a) Operating result

  Operating profit   Underwriting result
  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
United Kingdom 431 364 797   104 52 146
Europe (excluding UK)              
France 17 20 33   (12) (9) (16)
Ireland 83 60 135   53 38 82
Netherlands 55 53 88   14 2 10
Other 19 12 32   2 (4) 6
International              
Canada 67 52 133   14 5 37
Other 22 22 41   7 8 6
Total 694 583 1,259   182 92 271

(b) Investment return information

  Actual
investment return
credited to income
  Longer-term investment return
  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
United Kingdom 280 301 569   327 312 651
Europe (excluding UK)              
France 23 24 48   29 29 49
Ireland 24 18 39   30 22 53
Netherlands 53 19 83   41 51 78
Other 14 12 20   17 16 26
International              
Canada 44 39 83   53 47 96
Other 15 15 33   15 14 35
Total longer-term investment return         512 491 988
Total actual investment income 453 428 875        
Realised gains /(losses) 55 (6) 47        
Unrealised gains/(losses) 124 (169) 227        
Total actual investment return 632 253 1,149        

The total short-term fluctuation in investment return of £120 million (six months 30 June 2004: £(238) million; full year 2004: £161 million) is the difference between the total actual investment return of £632 million (six months 30 June 2004: £253 million; full year 2004: £1,149 million) and the total longer-term investment return of £512 million (six months 30 June 2004: £491 million; full year 2004: £988 million).

Actual income and longer-term investment return both contain the amortisation of the discount/premium arising on the acquisition of fixed income securities.

The longer-term investment return is calculated separately for each principal general insurance and health business unit. In respect of equities and properties, the return is calculated by multiplying the opening market value of the investments, adjusted for sales and purchases during the period, by the longer-term rate of investment return. The longer-term rate of investment return is determined using consistent assumptions between operations, having regard to local economic and market forecasts of investment return. The allocated longer-term return for other investments is the actual income receivable for the year.

The principal assumptions underlying the calculation of the longer-term investment return are:

  Longer-term rates of return
Equities
  Longer-term rates of return
Properties
  2005
%
2004
%
  2005
%
2004
%
United Kingdom 7.6% 7.8%   6.6% 6.8%
France 6.7% 7.3%   5.7% 6.3%
Ireland 6.7% 7.3%   5.7% 6.3%
Netherlands 6.7% 7.3%   5.7% 6.3%
Canada 7.4% 7.7%   6.4% 6.7%

The table below shows the sensitivity of Group operating profit before tax to changes in the longer-term rates of return:

      6 months
2005
£m
6 months
2004
£m
Movement in
investment return for
By Change in By By
Equities 1% higher/lower Group operating profit 27 25
Properties 1% higher/lower Group operating profit 4 3

9. Other operations

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
RAC 11
Hill House Hammond (9) (8)
Personal finance subsidiaries 1 (1)
Your Move 8 9
Norwich Union Life Services (38) (15) (80)
Other 28 (19) (41)
  2 (35) (121)

10. Corporate costs

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Global finance transformation programme (28) (45) (85)
Central costs and sharesave schemes (55) (54) (103)
  (83) (99) (188)

11. Unallocated interest charges

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
External      
subordinated debt (85) (84) (169)
other (45) (40) (77)
Internal (101) (100) (219)
Net finance income on pension schemes 18 19 28
  (213) (205) (437)

12. Tax

(a) Tax charged to the income statement

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Current tax:      
For the year 492 214 475
Prior year adjustments 21 (48) (92)
Total current tax 513 166 383
Deferred tax:      
Origination and reversal of timing differences 66 (6) 272
Changes in tax rates or tax laws (1) (1)
Write down of deferred tax assets 16
Total deferred tax 82 (7) 271
Total tax charged to income statement 595 159 654

The tax expense attributable to policyholders’ returns in the UK, Ireland and Australia included in the tax charge is as follows:

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Current tax 198 49 195
Deferred tax 90 (70) 188
Total tax attributable to policyholders’ returns charged to income statement 288 (21) 383

Tax charge analysed between

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Tax charge/(credit) attributable to policyholders’ returns 288 (21) 383
Tax charge on IFRS operating profit before tax attributable to shareholders’ profits from continuing operations 256 245 319
Tax charge/(credit) on profit on other activities 51 (65) (48)
Total tax charged to income statement 595 159 654

(b) Tax charged to equity

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Deferred tax (18) (41) 15
Total tax charged to equity (18) (41) 15

(c) Tax reconciliation

The tax on the Group's net profit before tax differs from the theoretical amount that would arise using the tax rate of the home country of the Company as follows:

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Net profit before tax 1,412 428 2,025
       
Tax calculated at standard UK corporation tax rate of 30% (2004: 30%) 424 128 608
       
Different basis of tax for UK life insurance 164 29 217
Adjustment to tax charge in respect of prior years 20 (34) (88)
Non-assessable dividends (59) (41) (30)
Non-taxable profit on sale of subsidiaries and associates 20 12
Disallowable expenses 21 26 65
Different local basis of tax on overseas profits/(losses) 34 5 (13)
Deferred tax assets not recognised 7 15 (120)
Other (16) 11 3
Tax charge for the period 595 159 654

13. Earnings per share

(a) Basic earnings per share

  6 months 2005 6 months 2004 Full year 2004
  Before
tax
£m
Net of tax, minorities and preference dividends
£m
Per share
p
Before tax
£m
Net of tax, minorities and preference dividends
£m
Per share p Before tax
£m
Net of tax, minorities and preference dividends
£m
Per share
p
Operating profit attributable to ordinary shareholders from continuing operations 943 623 27.1 781 492 21.8 1,669 1,221 54.1
                   
Adjusted for the following items:                  
                   
–Impairment of goodwill (10) (10) (0.4) - - - (41) (41) (1.8)
                   
– Amortisation and net impairment of acquired value of in-force business (44) (44) (1.9) (35) (35) (1.6) (85) (85) (3.8)
                   
– Amortisation and net impairment of other intangibles (16) (14) (0.6) (2) (2) (0.1) (7) (7) (0.3)
                   
– Financial Services Compensation Scheme and other levies (25) (18) (0.8) (49) (29) (1.3)
                   
– Short term fluctuation on return on investments backing general insurance and health business 120 100 4.3 (238) (190) (8.4) 161 195 8.7
                   
– Profit on the disposal of subsidiaries and associates 145 102 4.4 8 8 0.4 34 34 1.5
                   
–Integration costs (14) (10) (0.4)
                   
– Exceptional costs for termination of operations (40) (30) (1.3) (40) (30) (1.3)
                   
Profit attributable to ordinary shareholders 1,124 747 32.5 449 225 10.0 1,642 1,258 55.8

Earnings per share has been calculated based on the operating profit before impairment of goodwill, amortisation and impairment of acquired additional value of in-force long-term business and other intangibles and exceptional items, after tax, attributable to ordinary shareholders, for continuing operations, as well as on the profit attributable to ordinary shareholders. The directors believe the former earnings per share figures provide a better indication of operating performance. The calculation of basic earnings per share uses a weighted average of 2,300 million (six months 30 June 2004: 2,252 million; full year 2004: 2,256 million) ordinary shares in issue, after deducting shares owned by the employee share trusts.

The actual number of shares in issue at 30 June 2005 was 2,371 million (30 June 2004: 2,262 million; full year 2004: 2,282 million).

(b) Diluted earnings per share:

  6 months 2005   6 months 2004   Full year 2004
  Total
£m
Weighted average number of shares
m
Per
share
p
  Total
£m
Weighted average number of shares
m
Per share
p
  Total
£m
Weighted
average
number of
shares
m
Per
share
p
Profit attributable to equity shareholders 747 2,300 32.5   225 2,252 10.0   1,258 2,256 55.8
Dilutive effect of share awards and options 26 (0.4)   22 (0.1)   18 (0.5)
Diluted earnings per share 747 2,326 32.1   225 2,274 9.9   1,258 2,274 55.3

14. Dividends and appropriations

  6 months
2005
£m
6 months
2004
£m
Full year
2004
£m
Ordinary dividends declared and charged to equity in the period      
Final 2003 - 15.15p per share, paid on 17 May 2004 342 342
Interim 2004 - 9.36p per share, paid on 17 November 2004 211
Final 2004 -16.00p per share, paid on 17 May 2005 364
  364 342 553
Preference dividends declared and charged to equity in the period 9 9 17
       
  373 351 570

Subsequent to 30 June 2005, the directors proposed an interim dividend for 2005 of 9.83p per ordinary share, £233 million in total. This will be accounted for as an appropriation of retained earnings in the full year ending 31 December 2005.

Interest payable on the deferred capital instrument issued in November 2004 is treated as an appropriation of retained profits and, accordingly, it is accounted for when paid. No interest has been paid since the deferred capital instrument was issued last year, and the first and subsequent payments will be made in the second half of each accounting period. The pre-tax accumulated interest payable at 30 June 2005 amounted to £31 million (31 December 2004: £6 million). Tax relief will be obtained at a rate of 30%.

Irish shareholders who are due to be paid a dividend denominated in euros will receive a payment at the exchange rate prevailing on 11 August 2005.


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