Notes to the Accounts
26. Acquisitions
All acquisitions and combinations have been consolidated applying acquisition accounting principles.
a. Acquisition of subsidiary undertakings
|
|
|
|
| all figures in £ millions | 2001 | 2000 |
|
|
|
|
| Tangible fixed assets | 5 | 147 |
| Joint ventures | – | 2 |
| Associates | (3) | 305 |
| Fixed asset investments | – | 38 |
| Stocks | 8 | 81 |
| Debtors | (78) | 175 |
| Creditors | (19) | (255) |
| Provisions | (9) | (33) |
| Deferred taxation | (1) | 8 |
| Net borrowing acquired | 83 | (13) |
|
|
|
|
| (14) | 455 | |
| Equity minority interests | (2) | (101) |
|
|
|
|
| Net (liabilities)/assets acquired at fair value | (16) | 354 |
|
|
|
|
| Fair value of consideration: | ||
| Cash | (52) | (2,260) |
| Television assets contributed | – | (284) |
| Deferred cash consideration | (10) | (39) |
| Costs accrued | (1) | (23) |
| Net prior year adjustments | (8) | 4 |
| Replacement options granted | – | (5) |
|
|
|
|
| (71) | (2,607) | |
| Goodwill previously written off on businesses combined | – | (585) |
|
|
|
|
| Total consideration | (71) | (3,192) |
|
|
|
|
| Goodwill arising | 87 | 2,838 |
|
|
|
|
| Analysed as: | ||
| Goodwill written off to reserves | – | (1) |
| Goodwill attributable to associates | – | 633 |
| Goodwill attributable to subsidiaries | 87 | 2,206 |
|
|
|
|
| 87 | 2,838 | |
|
|
|
|
note 
Goodwill written off to reserves relates
to acquisitions made before 1 January 1998.
|
|
|
| all figures in £ millions | 2001 |
|
|
|
| Acquisition fair values | |
| Book value of net liabilities acquired | (8) |
| Fair value adjustments | (8) |
|
|
|
| Fair value to the Group | (16) |
|
|
|
note Of the fair value adjustments above, £(10)m
relates to the finalisation of the Dorling Kindersley and NCS fair values.
Other fair value adjustments are provisional and will be finalised in
the 2002 financial statements. The adjustments comprise the revaluation
of net assets.
b. Dorling Kindersley
|
|
|
||
| all figures in £ millions | provisional fair value 31 dec 2000 |
revaluations | final fair value 31 dec 2001 |
|
|
|
||
| Tangible fixed assets | 10 | – | 10 |
| Joint ventures | 2 | – | 2 |
| Stocks | 38 | 2 | 40 |
| Debtors | 40 | (2) | 38 |
| Creditors | (106) | 1 | (105) |
| Provisions | (2) | (5) | (7) |
| Net borrowing | (49) | – | (49) |
|
|
|
||
| Net liabilities acquired | (67) | (4) | (71) |
|
|
|
||
note Dorling Kindersley was acquired in May
2000 and provisional fair value adjustments were made in the 2000 accounts.
Final fair value adjustments have been made in 2001. The most significant
adjustment was to provisions, in respect of the fair value of pension
liabilities acquired.
c. National Computer Systems
|
|
|
||
| all figures in £ millions | provisional fair value 31 dec 2000 |
revaluations | final fair value 31 dec 2001 |
|
|
|
||
| Tangible fixed assets | 115 | (1) | 114 |
| Fixed asset investments | 29 | – | 29 |
| Stocks | 32 | (2) | 30 |
| Debtors | 102 | (1) | 101 |
| Creditors | (71) | (2) | (73) |
| Provisions | (20) | – | (20) |
| Net cash | 9 | – | 9 |
|
|
|
||
| Net assets acquired | 196 | (6) | 190 |
|
|
|
||
note NCS was acquired in September 2000 and
provisional fair value adjustments were made in the 2000 accounts. Final
fair value adjustments have been made in 2001.
d. Cash flow from acquisitions
|
|
|
|
| all figures in £ millions | 2001 | 2000 |
|
|
|
|
| Cash – current year acquisitions | 52 | 2,260 |
| Deferred payments for prior year acquisitions and other items | 76 | 16 |
|
|
|
|
| Net cash outflow | 128 | 2,276 |
|
|
|
|
 |
Top of Page |