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Tax Impact of UK GAAP Conversion 15 15 April April 2013 2013

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Page 1: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Tax Impact of UK GAAP Conversion

1515 AprilApril 20132013

Page 2: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

AgendaAgenda

Introduction - Peter Scholes

New UK GAAP overview – Nick Chandler

Goodwill - Christine Hood

Forex, loans and derivatives –Kashif Javed

Deferred tax - Neil Henderson

Thinking about conversion -Peter Scholes

Page 3: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

2

Introduction

Why GAAP matters

UK GAAP conversion – issues and opportunities

Today’s presenters

Page 4: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

New UK GAAP overview – Nick Chandler

Page 5: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

■ ■ ■ ■ ■

■■

New UK GAAP - overview

FRS 100 Application of

financial reporting reqquirements

Which standards to apply Application of SORPs Effective date Meaning of ‘equivalence’

Issued Nov 2012

FRS 101 Reduced disclosure framework

List of disclosure exemptions for ‘qualifying entities’ applying recognition and measurement requirements of EU-IFRS

Issued Nov 2012

FRS 102 FRS applicable in

the UK & ROI FRED 48

SS Operational standard derived from IFRS for

MEs List of disclosure exemptions from this FRS for ‘qualifying entities’

Issued Mar 2013

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Page 6: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Which framework can I apply?

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

5

Consolidated or individual accounts?

Consolidated Individual

EU-IFRS mandated? Qualifying entity?

Yes No No Yes

EU-IFRS with full disclosure

FRS 102 with full disclosure

FRS 101 FRS 102 with reduced

disclosure

(EU-IFRS with reduced

)disclosure)

Page 7: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Consistency rules under the Companies Act 2006

■ Unless there are, in the opinion of the directors, good reasons for not doing so, all UK subsidiary companies, where a UK parent prepares consolidated accounts, must follow a consistent accounting framework, being either:

IAS accounts EU-IFRS

Companies Act accounts

FRS 102 FRS 101 FRSSE

■ This means that qualifying companies can elect to apply FRS 102 or FRS 101 on a company-by-company basis.

■ Early adoption can also be applied on a company-by-company basis.

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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PLC Consol – EU-IFRS

Individual – FRS 101 Individual – Early adopt

Sub 1 Individual – FRS 101

Individual Individual – Early Early adopt adopt

Sub 2 FRS 102

Adopt Adopt y/e y/e 31 31 DDec ec 2015 2015

Sub 3 FRS FRS 101 101

Adopt y/e 31 Dec 2015

Sub 4 FRS FRS 102 102

Adopt y/e 31 Dec 2015

Sub 5 FRS 101 FRS 101

Early adopt

Page 8: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

7© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

Timeline for adoption

TheThe mandatorymandatory timeframetimeframe forfor 3131 DecemberDecember yearyear ends:ends:

Comparative balanceTransition dateTransition date sheet datesheet date First reporting dateFirst reporting date

March2013 31 December 2013 31 December 2014 31 December 2015

Early adopy ption is available...

...BUT transition date may have already passed

Page 9: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

ste s & te a co t o s

Financial covenants and other

t t t t t t

Why think about conversion now?

The table below highlights a number of reasons why companies should be considering the impact of conversion now

Area Potential impact

Choice of FRS 102 or EU-IFRS ■ The advantages and disadvantages of both alternatives will need to be considered − How will the accounting alternatives affect earnings, distributable reserves and taxation? − Impact of the consistency rules under the Companies Act 2006

Distributable profits ■ Adoption of EU-IFRS/FRS 102 may introduce volatility in distributable profits ■ Change in accounting policies may create dividend traps ■ Actions to mitigate effects of any traps at the ‘dividend block level’ will need to be considered

Taxable profits & tax planning ■ Existing tax planning may need to be unwound g p g y ■ New tax planning may be required ■ Certain tax elections may be required

Systems & internal controlsSy ■ Systems will need to be updated to calculate EU-IFRS/FRS 102 compliant data ■ Budgeting and management accounting processes will be affected

Training & resource ■ Accounting staff and non-accounting staff will need to be trained in the relevant requirements of EU-IFRS/FRS 102

Financial covenants and other KPIs

■ Impact on interest cover ratios and other KPIs will need to be considered ■ Financial covenants may need to be re-negotiated

Performance-related remuneration schemes

■ Potential implications for performance-related remuneration schemes will need to be considered

Hedge accounting IAS 39 d FRS 102 i h h d d i i d d ti b l b h■ IAS 39 and FRS 102 require the hedge designation and documentation to be complete by the date of transition for hedge accounting to be effective from that date

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Key GAAP differences

Business combinations

Tax Financiali t tinstruments

Operating leases

Foreign exchange

Defined benefit pension schemes

Development costs

Investment properties

Borrowing costs

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Goodwill – Christine Hood

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11© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

Goodwill

New standards EU-IFRS - goodwill is not amortised FRS 102 - goodwill amortised over finite useful life; default is 5 years

Purchase of goodwill in an accounting period where new standards adopted Tax relief - amortisation per accounts or 4% straight line bases, if election made Choice of standard very significant

Purchase of goodwill before adoption - transition issues On adoption of FRS 102, do not expect amortisation rate to change If EU-IFRS is adopted, tax relief available only if 4% election has been made (unless impairment) If EU-IFRS is adopted, there is an effective clawback of the previous year’s amortisation, if no

4% election has been made On adoption of new standards, what was “goodwill” under old UK GAAP may be recognised as

goodwill plus other speciific assets eg customer lists, which may be amortised at different rates in the accounts

Page 13: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Goodwill

Inf ormati on nee e d d o t decid e w eh t er h t o mak e a 4 e% lecti on f or e.g. a 2011 I f ti d d t d id h th t k 4% l ti f 2011 acquisi iti ition of goodwill Which standard will be adopted? Will i t be adopted early? Will new UK GAAP recognise separate assets rather than just goodwill, and what values

will be attributed to them? What rate of amortisation will be applied to goodwill and to any assets recognised

separately?

The time limit for making the 4% election is not extended. Making the 4% election can affect the total relief available, not just the timing.

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Forex, loans and derivatives - Kashif Javed

Page 15: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Foreign exchange

FForeiign exchhange Reminder of rules on taxation for foreign exchange Change in functional currency Designated currency election SSAP 20 forex matching for liabilities and interaction with Disregard regulations Loans accounted for as permanent as equity

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Loan relationships – taxation of foreign exchange differences

Scope ― Loan relationships ― Other money debts, e.g. trade debts

Tiiming and basis of recognition ― Taxable when recognised in GAAP compliant accounts ― Basic rule is that taxable profits are calculated in sterling ― However , if the functional currency of the company is not sterling then then the taxable

profits are, broadly, calculated in that functional currency

This is subject to the following ― Forex recognised in reserves ― Disregard regulations ― General transfer pricing rules (Part 4 TIOPA) do not apply to forex (section 447(5) CT A

2009) ― Non arm’s length rule assets and liabilities (sections 447/449 CT A 2009) ― Anti avoidance provisions

Page 17: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Change in functional currency

Accounting Transition to IFRS, FRS 101 or FRS 102 may result in a change in functional currency This is due to the requirement to consider whether or not an entity is autonomous when

determining the functional currency New GAAP functional currency may already of been determined on consolidation –

scope to change?

Tax Change in functional currency followed for tax – may introduce tax on forex profits and

losses where previously none

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Page 18: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Functional currency company Example

UK Holdco Ltd UK Holdco Ltd

UK Finco US Holdco

$

Loan

US Traders

Background UK Fi nco has made a US d enominated

loan to US sub-group UK Finco is not naturally hedged

Tax treatment If UK Finco has a US $ functional

currency, no exchange differences recognised for accounts/tax

If UK Finco has a £ functional company, exchange differences recognised on loan for accounts and hence tax

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Changes to functional currency in accounts – anti avoidance

Forex gains or losses on loans/derivatives in the period of transition are not taxable or deductible

Aim – prevent use of hindsight to recognise losses Not a test of purpose

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Functional currency: $ £ £ AP1 AP2 AP3

$ assets $ assets

$ assets

No forex No forex Forex

Page 20: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Designated foreign currency election

Scope – InvestmenInvestment t companycompany – Relevant for accounts based taxable profits

Effect of the election – Prepare profit and loss account/balance sheet in designated currency – Taxable exchange differences determined in designated currency

Conditions Significant assets/liabilities condition

A currency may be designated where a significant proportion of the assets and liabilities are denominated in the currency

– Meaning of “significant” – HMRC apply a “sensible” approach Consolidation condition

– Elect to use the functional currency of a parent company (broadly) into which the relevant company’s results are consolidated

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Designated foreign currency election Example

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

20

UK Holdco Ltd UK Holdco Ltd

UK Finco US Holdco

$

Loan

US Traders

UK Finco’s only asset is US $ loan to US Holdco

UK Finco prepares its accounts in sterling UK Finco elects to prepare its tax

computations in US $ Profit and loss account/balance sheet

prepared in US $ (for tax purposes only) No forex on US $ loans in these tax accounts No taxable forex differences But, exchange differences in the accounts will

impact on the distributable profits

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Foreign exchange matching - liabilities

HoldcoHoldco

€ debt Sub-

holdco

€ shares

Euro sub-group

UK GAAP SSAP 20 SSAP 20 allows reserve accounting for forex differences

on € liability and shares

Forex on liability taxable on disposal of shares (subject to SSE)

IFRS , FRS 101 or FRS 102 IFRS FRS 101 or FRS 102 Reserve accounting for forex not permitted in individual

company accounts Disregard regulations provide for similar tax treatment

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Page 23: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Foreign exchange matching - liabilities

Overview Disregard regulations - regulation 3 (loans) and regulation 4 (derivatives)

Effect of applying, same as under SSAP 20 ― Exchange gains and losses on the Euro derivative/loan liability are not brought into account for tax

purposes ― Disregarded amounts are brought into account on disposal of the shares, subject to SSE

Con tditiC di i ons ― Designated hedge of exchange rate risk e.g. Euro shares and Euro derivative/loan: or ― Company intends to eliminate/reduce the forex risk of holding the Euro shares by entering into or

continuing to be subject to the Euro loan

Extent of matching limited to the carrying value of Euro shares ― Value shown in the accounts of the company (i.e. as under SSAP 20) ― Or, if higher, the Euro net asset value underlying the shares. But only if an election is made within 30

days of the start of the first period Regulation 3 or 4 applies to

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Page 24: tax Impact Of Uk Gaap Conversion - Kpmg In The Ukkpmg.co.uk/email/04Apr13/282263/UK-GAAP_conversion_15April2013… · AgendaAgenda Introduction - Peter Scholes New UK GAAP . overview

Foreign exchange matching - liabilities

Holdco

€ liab Sub-

holdcoholdco

€ shares

Euro sub-group

Issues Disregard regulations only for debts which are loan

relationships e.g. not consideration for shares left outstanding

Only relevant for waters’ edge company? Document intention contemporaneously Deadline for regulation 4A election has passed?

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Debt permanent as equity – no exchange differences recognised

UK Parent

Non sterling loan

Overseas Subsidiary

Accounting UK GAAP (SSAP 20) - loans from a parent to a subsidiary may be treated as permanent as equity if

loan is not expected to be repaid in foreseeable future Loan accounted for at historic rate of exchange New GAAP - foreign currency loans will be retranslated at each balance sheet date with foreign

exchange movements taken to P&L

Tax – going forward Exchange differences on loan asset are taxable/allowable Move loan to new company and make a designated currency election?Tax – transition gain or loss Taxable/deductible (probably subject to spreading) Foreign exchange gain on transition anticipated - consider options to shelter gain Foreign exchange loss on transition is anticipated consider - options to crystallise the loss

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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25© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

Initial recognition and measurement of loans and derivatives

RecognitiR i on anti dd measurementt New GAAP accounting terminology Disregard regulations and derivatives Interest free term loan

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Loans and derivatives - initial recognition and subsequent measurement under IFRS and FRS102

Initial recognitionInitial recognition All financial assets and financial liabilities, including derivatives, should be recognised on the balance sheet at fair value

Subsequent Subsequent measurementmeasurement Loans – typically measured at amortised cost (similar to accruals accounting) Derivatives – fair value

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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27© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

Disregard regulations and derivatives - summary

Background

Accounting for derivatives at fair value can give rise to cash tax volatility

Effect of Disregard regulations is, broadly, that derivatives are taxed as though old UK GAAP continued to apply where -

• derivative accounted for at fair value and intended to act as a hedge• hedged item is not accounted for/taxed on fair value basis, e.g. loans, future purchases/sales of currency/commodities

Points to consider

• Issue is well understood even if rules themselves are complex• No short cuts!• Systems required to manage compliance process• Contract and hedged item must be in the same company – use back to back contracts?• Elections can be made to modify application of the Disregard regulations – must be made on time

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C & d de d ece ed 0

Measurement of intra-group low-interest and interest free loans

Parent company

Subsidiary

Transaction

Subsidiary lends parent company £100, interest free and repayable in 5 years. At the date of issue, the fair value of the instrument is £80.

Parent company

Dr Cash 100

Cr Intercompany payable 80

Cr P&L – dividend received 20

Subsidiary

Dr Intercompany receivable 80

Dr Equity – distribution 20

Cr Cash 100

Subsidiary requires distributable reserves.Subsidiary requires distributable reserves.

Tax

What taxable profits and losses are recognised?

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© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Overview of key issues

A ccounti ng i mpact t of new UK GAAP A ti i UK GAAP Different profits are recognised (eg change in functional currency) Same profits are recognised but in different accounting statements (eg forex matching) Profits (or losses) now recognised (eg permanent as equity loans)

Tax impact Cash tax volatility going forward Impact of transitional adjustments

Actions Need to consider in 2013 No short cuts Restructure (eg document loans, move loans) Make elections on time Put in place systems to produce numbers for the computations

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Deferred tax – Neil Henderson

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Deferred tax

Deferred tax methodology

■ TTee mporary mporary d difference ifference approach (EU-IFRS) Timing difference plus approach (FRS 102)

Profit for the year Training ■

Key Differences

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31

Discounting Revaluations Business Combinations Disclosures

WhWh att can I I dd o now?

Make apppproppriate tax electionsReview current tax planning Consider new tax planning

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Thinking about conversion - Peter Scholes

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33© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

Next steps

WhWhatt shhouldld II ddo now??

Assess potential conversion impacts

Feed into wider conversion project

ConsidC i er id impact on pending transactions

Consider early adoption

Issues of transition – consider representations

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Contacts

Nick Chandler Partner Accounting Advi isory Services Accounting Adv sory Services 020 7311 4443

[email protected]

Christine Hood Director I t lInternati tiona T l Tax and T d Treasury

0121 232 3381

[email protected]

Kashif Javed Director International Tax and Treasuryy 020 7311144 1

[email protected]

Neil Henderson Head of Audit and Accounting Related Tax Services 020 7694 3466 [email protected]

Sarah Hughes Senior Manager Accountingg Advisoryy Services 020 7694 3212

[email protected]

Peter Scholes Partner Internationa l Tax and Treasury International Tax and Treasury 020 7311 8343

[email protected]

© 2013 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity. All rights reserved.

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Appendix 1

Some other key GAAP differences & tax issues

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■ ■

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Operating leases

Guaranteed increases in rentals and

leaselease incentivesincentives

Spread over lease term (EU-IFRS and FRS 102)

P&L P&L Distributable reserves Taxation

Tax impact Potentially tax relief for transitional adjustment Tax relief for rental deductions is accelerated

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115 745

115 86

115 975

Example: Operating leases – guaranteed rent increase

An operating lease for a building runs for 10 years. The cost per annum is 100 with a 15% increase in year 5. Transition to FRS 102 or EU-IFRS at the end of year 4. First year of FRS 102 or EU-IFRS accounts is year 5.

GAAP AP

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37

Cash paid Current UK annual

Current UK GAcumulative

FRS 102 annual

FRS 102 cumulative

Year 1 100 100 100 109 109

Year 2 100 100 200 109 218

Year 3 100 100 300 109 327

Year 4 100 100 400 109 436

Year 5 115 115 515 109 545

Year 6 Year 6 115 115 115 115 630630 109 109 654654

Year 7 115 109 763

Year 8 115 109 872

Year 9 115 109 981

Year 10 115 115 1,090 109 1,090

TOTAL 1,090 1,090 1,090

0Transition adjustment

expense of 36 expense of 36

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100 600

100 700

800

Example: Operating leases – lease incentive

An operating lease for a building runs for 10 years. The cost per annum is 100 with a rent free period for the first year. There is a break clause at the end of year 5.

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38

Cash paid Current UK GAAP annual

Current UK GAAP cumulative

FRS 102 annual

FRS 102 cumulative

Year 1 - 80 80 90 90

Year 2 100 80 160 90 180

Year 3 100 80 240 90 270

Year 4 100 80 320 90 360

Year 5 100 80 400 90 450

Year 6 Year 6 100 100 100 100 500500 90 90 540540

Year 7 100 90 630

Year 8 100 90 720

Year 9 100 100 90 810

Year 10 100 100 900 90 900

TOTAL 900 900 900

Transition adjustment

expense of 40 expense of 40

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■■

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39

Software

Reclassification ■ Certain ■ software Certain reclassified software reclassified

from PPE to intangibles on transition (EU-IFRS and FRS 102)

Taxation

Tax impact Additional R&D tax credits may be available T ax deductions may be accelerated

Wh t I d What can I do now?

Determine whether expenditure is capital or revenue in nature and determine if additional R&D tax credits are available

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Reclassification of software

Possible transitional adjustmentadjustment

Current UK EU-IFRS FRS 102 GAAP GAAP

Development costs Accountingpolicy choice to capitalise as intangible (if criteria met) or expense

Capitalise asintangible if criteria met

Accounting policy choice to capitalise as intangible (if criteria met) or expense

Operating system g y Capitalise as part of hardware

Capitalise as part of hardware

No specific guidance – assume IFRS approach will be acceptable

Additional software Additional software acquired

Practice has been to capitalise as part of hardware

Capitalise as Capitalise as intangible

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41

Reclassification of software

On transition to EU-IFRS certain software assets could be reclassified from tangible to intanggible.

Tax impact Tax impact

Capital allowances can be claimed on software included in intangibles, but this requires an election under s815 CTA 2009 (this must be made within 2 years of the requires an election under s815 CT A 2009 (this must be made withi n 2 years of the end of the AP in which the expenditure was incurred).

There might be an issue where transition highlighted that expenditure on software

h b had incorrectly

d been taken to tangible assets, in which case s815 elections should

have been made.

Also where the expenditure is revenue for R&D purposes, s1308 allows a claim on an incurred basis for intangible assets, whereas for software costs taken to property, plant and equipment, the R&D revenue claim is on a depreciation basis.

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■ ■

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42

Defined benefit pension schemes

Group schemes

No multi-employer exemptiti on ff or group schemes – deficit or surplus on at least one individual company balance sheet (EU-IFRSIFRS an d d FFRS RS 102) 102)

Distributable reserves

What can I do now? now?

Determine policy to allocate pension cost Restructure to reduce the risk of dividend blocks

Create/realise Create/realise aadditional dditional rreserves eserves Communicate with stakeholders

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Example: Defined benefit plan brought on to a company balance sheet

Under current UK GAAP, no DB pplan on anyy individual company balance sheet:

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43

Parent PENSION SPONSOR Net assets

100

Sub. 1 Sub. 2 Net assets 20 Net assets 30

Sub. 3 Sub. 4 Net assets 80 Net assets 40

Under FRS 102 and EU-IFRS the DB plan must be brought onto at least one individual company’s BS:

Pension liability = Pension liability =120

Parent now has net liabilities ofnet liabilities of 100 – 120 = 20 And is no longer

able to pay out able to pay out dividends

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Appendix 2

Deferred tax – summary of key differences

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12

Deferred tax summary of key differences (1)

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45

Difference FRS 19 FRS 102 IAS

Discounting Allowed Not allowed Not allowed

Revaluations No provision to be made unless binding agreement to sell

Deferred tax provided Deferred tax provided

Rolled over gains

No provision to be made unless binding agreement to sell

Deferred tax provided Deferred tax provided

Industrial buildings / Non qualifying

No deferred tax to provide

No deferred tax to provide Deferred tax to provide

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Deferred tax summary of key differences (2)

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Difference FRS 19 FRS 102 IAS 12

Retained earnings of subsidiaries, JVs and associates

No provision unless dividends have been accrued or there is a binding agreement to distribute

Provide unless can control timing of reversal and no reversal probable

in the foreseeable future

Provide unless can control timing of reversal and no reversal probable in the foreseeable future

Business combinations

Deferred tax should only be provided where it would be recog nised if the fair value adjustments were timing differences arising in the acquired entity’s financial statements

Where the amount attributable for tax purposes to assets and liabilities other than goodwill acquired in a business combination are different to their fair values deferred tax shall be recognised

Deferred tax should Deferred tax should always be provided on the difference between fair value and tax base of identifiable assets and liabilities acquired in a business combination

(subject to non tax (subject to non tax deductible goodwill)

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Deferred tax summary of key differences (3)

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Difference FRS 19 FRS 102 IAS 12

Differences arising frre-measurement of non monetary assets from local currency to functional currency

om No deferred tax as this is not a timing difference

No deferred tax as this is not a timing difference

This results in a temporary difference on which deferred tax should be recognised

Profit or losses arising on intra group transactions that are eliminated on consolidation

eD f d t h ld D ferred tax should be provided based on the selling company tax p y rate

eD f d t h ld D ferred tax should be provided based on the selling company tax p y rate

D f d t h ld Deferred tax should be provided based on the buying company tax rate p y

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Deferred tax summary of key differences (4)

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48

Difference FRS 19 FRS 102 IAS 12

Tax base of goodwill greater than book basis of goodwill at the date of acqq uisition

No deferred tax as this is not a timing difference

No deferred tax because the proposed standard excludes goodwill when providing deferred tax on business combinations

Deferred tax asset is recognised

Share options Deferred tax is based on intrinsic value at the balance sheet date capped at the

b d cumulative share

ti based compensation expense

Deferred tax is based on intrinsic value at the balance sheet date capped at the

b d cumulative share

ti based compensation expense

Deferred tax is based on intrinsic value at the balance sheet date with excess over cumulative share based

ticompensation expense recognised in equity

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Deferred tax summary of key differences (5)

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49

Difference FRS 19 FRS 102 IAS 12

Measurement of deferred tax

No specific comment

Deferred tax on a non depreciable asset using the revaluation model or an investment property that is not a depreciable investment property shall provide deferred tax based on tax rates that apply to

the s ale o f the asset the sale of the asset

Deferred tax assets and liabilities are measured based on the expected manner of recovery (asset) or settlement

Tax reconciliation

Reconcile to current tax

Reconcile to total tax

Disclosure of expected net reversals of deferred tax balances in the next year

Reconcile to total tax

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Appendix 3

GAAP conversion project outline

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GAAP conversion project stage timeline

Business as usual

Assess – stage 1 Design – stage 2 Implement – stage 3

Design stage next steps:

■ Choose accounting framework and confirm accounting policy choices.

■ Prepare accounting papers, including hedge accounting documentation.

■ Determine possible actions to mitigate volatility of results in profit and loss and distributable reserves.

■ Conduct detailed assessment of potential tax consequences.

■■ ConsiderConsider trainingtraining requirementsrequirements.

■ Plan any changes to current systems and processes e.g. choice of framework may drive additional data collection.

■ Assess the impact on debt covenants.

Implementation stage next steps:

■■ ImplementImplement anyany restructuring.restructuring.

■ Implement changes to processes e.g. around hedge accounting.

■ Implement any planned system changes for GAAP conversion.

■ DetD termiine ttransitiitional jl journall entrt iies.

■ Prepare disclosures including transitional requirements.

■ Populate statutory accounts.

Today:April 2013 Spring/Summer 13

Transition date:31 Dec 13

Comparative balance sheet date:31 Dec 14

First reporting date:31 Dec 15

Assess stage output

A report which identifies:

■ Key recognition and measurement differences;

■ Accounting policy choices and first-time adoption options available; and

■ Practical implications of each GAAP difference –identifying challenges e.g. relating to systems and processes and also potential opportunities e.g. tax, disttributable reserves or adopting early/delaying.

Workshop to discuss findings.

Design stage output

■ A detailed project implementation plan which defines the phases and work streams, including a timetable for transition.

■ Accounting papers to support decisions.

■ Technical accounting training.

■ Identification of resource needs.

Implementation stage output

■ Restated accounts compliant with EU-IFRS, FRS 101 or FRS 102 as at 31 December 2015.

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Potential impact of conversion – Tax issues/opportunities

Assess Design Implement Sustain Business as usual

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52

A change in accounting standards in subsidiary accounts has possible current and deferred tax implications implications

The starting point for the tax computation of an individual entity is the profit before tax; whether the accounts are prepared under EU-IFRS or UK GAAP (current and FRS102)

When converting from current UK GAAP, the key steps that should be followed for tax are: • Identify the accounting adjustments that effect current tax • For the accounting adjustments that do not effect current tax, identify whether any deferred tax should be provided • Identify the “pure” deferred tax adjustments in adopting the new accounting standards • Identify the tax treatment of the transitional adjustments

What is the potential tax impact of conversion?

• Dependent on whether EU -IFRS or FRS102 adopted • Different basis of calculation – temporary difference (EU-IFRS) and timing difference-plus (FRS102) • Acquisition accounting and deferred tax on fair values • Goodwill – impaired under EU-IFRS • Potential change in functional currency? • Any debt treated permanent as equity under UK GAAP? • Hedging instruments and hedged item in different entities • Net investment hedging • Loans not at market rate • Operating leases • Disclosure requirements differ • Will need to understand and appropriately tax all “above the line ” GAAP conversion adjustments

The impact assessment needs to consider both EU-IFRS and FRS102 – obtaining potential benefits and mitigating potential costs should be possible through adopting different standards in different entities

Does the current system capture required data?

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