northern foods plc
2180 century way
thorpe park
leeds
ls15 8zb
tel 0113 390 0110
fax 0113 390 0211 
wwwnorthernfoodscom
northern foods plc  annual report 200708
making great 
tasting food
annual report 200708 contents
ifc financial and operating highlights
02 chairman’s statement
04 chief executive’s report
08 performance review
26 corporate social responsibility report
32 board of directors and 
company secretary
33 directors’ report
36 corporate governance report
42 directors’ remuneration report
54 statement of directors’ responsibilities
55 independent auditors’ report – group
56 consolidated income statement
57 consolidated balance sheet
58 consolidated cash flow statement
59 reconciliation of net cash flow 
to movements in net debt 
consolidated statement of
recognised income and expense
consolidated statement of 
changes in equity 
60 notes to the consolidated financial
statements
99 independent auditors’ report – company
100 company balance sheet
101 company cash flow statement
company statement of recognised
income and expense
company statement of changes 
in equity
102 notes to the company financial
statements
112 five year record
113 shareholder analysis
114 financial calendar
company information
115 investor information
116 principal operations
financial highlights
 continuing profit before taxation up 253 at £501m 200607 £400m 
 profit for the period £345m 200607 loss £225m
 adjusted eps
1
209 ahead at 788p 200607 652p
 strong cash management continues to drive low net debt
2
at £2002m 
200607 £1742m 
 robust balance sheet – continuation of share buyback programme in 200809
 proposed dividend up 59 at 450p 200607 425p
£m 200708 200607
continuing operations
revenue 9319 8885
operating margin 52 51
profit from operations 484 457
profit before taxation 501 400
return on invested capital roic
3
 110 102
adjusted earnings per share eps 788p 652p
group
profit before taxation and restructuring items 501 413
free cash flow
4
390 830
basic eps 708p 460p
dividend per share proposed 450p 425p
 an asterisk denotes results for continuing operations except where otherwise stated and profit is stated before restructuring items ‘continuing’
operations exclude businesses which were sold ‘discontinued’ in 200607 ‘restructuring items’ which relate to significant restructuring events and 
the impact of the fletchers fire in the 52 weeks ended 31 march 2007 are presented as a separate ‘restructuring items’ column within their relevant
consolidated income statement category presentation of these items in a separate column helps to provide a better indication of the group’s underlying
business performance ‘restructuring items’ include costs or income associated with the restructuring of businesses gains or losses on the disposal 
of businesses and assets and financial instrument gains and impairments arising from the group’s restructuring activities
1 adjusted earnings per share eps is basic eps for continuing operations before restructuring items and is reconciled to earnings per share in 
the financial statements 
2 net debt is defined as total borrowings including both short and long term bank loans bonds loan notes and finance leases less cash and 
cash equivalents and short term investments
3 roic is profit from operations before restructuring items for continuing operations divided by a 13 month average invested capital net equity adjusted 
to exclude retirement benefit obligations net of deferred tax and net debt together with accumulated goodwill previously written off
4 free cash flow is net cash from operating activities adjusted for special pension contributions less net capital expenditure plus interest received 
net capital expenditure is purchase of property plant and equipment ppe less grants received and proceeds from sale of ppe
designed and produced by 35 communications
food photography david loftus
people and location photography igor emmerich and philip gatward
we would like to thank our employees at the following sites for their
assistance in the photography featured within this report fox’s biscuits batley
gunstones bakery northern foods technical services pennine foods
solway foods corby the pizza factory and thorpe park
printed at st ives westerham press ltd iso14001 and carbonneutral
®
this report is printed on regency satin paper this paper comprises of virgin
wood free pulp from wellmanaged forests it is manufactured at a mill that
has been awarded the iso14001 certificate for environmental management
the mill uses pulps that are elemental chlorine free ecf and the inks 
used are all vegetable oil based this paper is totally recyclable continued focus on
above average market
growth and operational
simplification delivering
revenue and profit
improvements
good progress 
in first year of the 
group’s three year
strategic plan
significant commodity
cost increases
successfully recovered
strong chilled and
bakery performances
action plan initiated 
to address frozen
performance
bolton acquisition
strategy extending
presence in attractive
growth markets
operating
highlights
200708
northern foods makes great tasting 
food from our 21 sites across the uk and 
ireland we produce outstanding branded 
and retailer own brand ready meals 
sandwiches  salads pizza biscuits 
and puddings chairman’s statement
this has been a year of 
progress for northern foods
anthony hobson
chairman overview
with a simpler business and a focused 
strategy we have improved profitability 
delivered an increased return on capital 
and maintained a strong balance sheet 
having successfully completed our radical disposal programme
in 200607 we are now growing selectively but only where this 
will enhance shareholder returns we completed three bolton
acquisitions during the year extending our presence in attractive
growth markets we continually drive to lower costs whilst
targeting investment in developing our business and its talent
northern foods is now leaner and fitter and well placed for the
challenging environment in which we operate
performance and dividend
in 200708 we increased our return on invested capital roic
from 102 to 110 this is a fundamental measure of performance
for us assessing the profit from our business operations
excluding interest and pension financing against the capital 
we have invested in assets and acquisitions the board has
targeted a two percentage point increase in roic over three years
with executive management incentivised against this target
faced with unprecedented commodity cost increases and
volatile trading conditions it is pleasing to report a 253
increase in the group’s profit before tax to £501m together 
with a 209 improvement in adjusted earnings per share to 
788 pence profit for the period was £345m 200607loss £225m
supported by an embedded culture of cash generation across
the group and a conservatively leveraged balance sheet 
the board is pleased to recommend a full year dividend of 
450 pence per share an increase of nearly 6 giving a final
dividend of 295 pence payable in august 2008
our management disciplines are much improved reflecting 
a harder edge and the roll out of a genuine performance
culture we remain true to our heritage of leading our markets 
in innovation quality and customer service these critical
features are supported by a focus on efficiency by ensuring 
a competitive cost base and rigorously ensuring that all of 
our business is profitable
this approach will ensure that we are successful in the long
term however i am pleased with the progress already visible
across our portfolio whilst the group operating margin
increased only marginally to 52 performance in the chilled
and bakery divisions improved markedly a 130 basis point
increase in the chilled operating margin and a 90 basis point
improvement in bakery demonstrates not only early success 
but also the potential for further improvements the combination
of market and currency challenges which have held back 
our frozen performance are disappointing but plans are 
in place to improve this performance over time
our employees
the challenging market in which we operate requires the very
best from our colleagues within northern foods i would like to
thank all our employees for their commitment and efforts during
the year whether driving product innovation superior service
delivery to customers or manufacturing efficiency this year 
we have also welcomed over 240 new colleagues to the group
through acquisition
in may 2008 we announced proposals to mothball our fenland
foods facility in grantham following a decision to resign supply
of products from the site this has been necessary due to a 
lack of adequate returns and immediate prospects for the facility 
the board very much regret the potential impact on the site’s
loyal workforce and we are currently working to support them
through the consultation process
your board
the board has continued to benefit from the skills and depth 
of experience available to support the new management 
team created last year i thank colleagues for their continued
commitment and support there were no changes to the 
board during the year
summary
northern foods has made good progress in the first year 
of the group’s three year strategic plan performance has
improved driven by innovation greater efficiency and through
the elimination of unprofitable business with a strong balance
sheet the group is well placed for the challenging environment
in which we operate
anthony hobson
27 may 2008
northern foods plc  chairman’s statement 3
253
profit before taxation 
up 253 at £501m
209
adjusted eps
up 209 to 788p
59
proposed dividend 
up 59 at 450p chief executive’s report
our progress is built on a simple strategy
which creates a clear point of difference
between northern foods and other 
food companies
stefan barden
chief executive dear shareholders
i am pleased to report that northern foods
is delivering steady top and bottom line 
growth this is driven by our focus on
making great tasting food that consumers
want to buy again and again… and again 
every day in thousands of stores around the uk and ireland
millions of people are casting their vote for food cooked 
by northern foods’ chefs every time one of our products 
is purchased their vote is the ultimate test of the quality 
and value for money we deliver every day 
understanding how consumers view the products we deliver 
day in day out is crucial to our success each of our businesses
focuses on our most important performance measure – the
‘number of units sold of each product per store per week’ we
are constantly seeking to improve our performance against this
and as a result in 200708 we have delivered greater sales revenue
however it is not sufficient for us simply to grow the business 
we also have to do so profitably driving enhanced returns 
for shareholders this requires tough choices to be made 
we have culled poor selling products exited unprofitable retailer
own label contracts and eliminated unprofitable promotions 
we have driven efficiencies across the business taking out 
cost where sufficient value is not added or where we are not
achieving world class performance we invest and utilise cash
selectively across the group targeting additional returns
this disciplined performance orientated approach has improved
profitability we continue to generate free cash flow our strong
balance sheet provides a solid platform for growth this year we
funded a share buyback and three bolton acquisitions which
will strengthen the business 
this was all delivered against a backcloth of unprecedented
market volatility in which significant commodity cost increases
have been successfully recovered we have demonstrated that
the basics of running the business are now in place we have
identified and made good progress in eliminating the priority
performance issues of a year ago and most importantly 
we continue to build a better business 
our strategy
our progress is built on a simple strategy which creates a 
clear point of difference between northern foods and other
food companies this strategy has three priorities 
strategic priority one targeting attractive growing 
market segments 
our target markets grew at a weighted average of 52 in
200708 and we forecast similar growth over the next couple 
of years in uncertain times northern foods benefits from
operating across diverse food markets these can be
characterised in a number of ways for example by temperature
chilled ambient and frozen by lifestyle healthy indulgent 
or by season winter biased summer biased this gives us an
element of natural hedge that reduces but does not eliminate
some of the volatility to which our group is exposed
during 200708 we have consolidated our position in our five
selected markets with three bolton acquisitions which added 
new capacity for us but which did not expand market supply so
helping us maintain our pricing power with our retail customers 
 in ready meals we acquired two facilities ethnic cuisine 
which supplies sainsbury’s with chinese ready meals and 
the baxter’s chilled soup site in grimsby
 in frozen pastry we bought the rights to the mcdougalls
frozen pastry assets and brands which we have successfully
transferred to our irish facility in portumna 
each of these acquisitions was completed at an attractive cost
to us and two came with experienced workforces we have also
grown organically we had a good year in our chilled division
despite the poor summer weather and our performance in
biscuits was particularly pleasing 
strategic priority two focusing on customers that value quality
and service
we are working with customers who are scale players with single
points of negotiation and few distribution points these customers
value what we do making great tasting food to the highest food
safety standards delivered promptly at the right price 
we are focused on creating a true point of difference between
ourselves and our competitors this point of difference gives 
our retail customers the benefit of improved ‘repeat purchase’ 
by their shoppers improved ‘rate of sale per store per week’
translates into ‘above average category growth’ for our customers
this approach helps us to build our customers’ businesses 
by giving them crucial ‘shopper loyalty’
ready meals
5
sandwiches
6
salads wet and prepared
7
pizza frozen and chilled
7
christmas puddings
8
biscuits
7
average growth
year on year market growth
22
70
75
68
0
63
52
our chosen markets are growing at a weighted average of 52
5
tns worldpanel 52 we 230308
6
tns scantrack mat 150308
7
acn scantrack mat 220308
8
internal estimate
northern foods plc  chief executive’s report 5 the corporate social responsibility csr agenda is increasingly
important to both ourselves and our customers northern foods
is a leader in this building on our strong heritage and supporting
our customers in delivering their specific commitments and
targets our csr report explains more about our achievements 
and plans from which all of our stakeholders including our
customers benefit 
we seek to maintain good professional relationships with 
all of our customers we see ourselves as custodians of our
shareholders’ investments in assets which supply the retailers 
we believe that we have an obligation to our customers to provide
them with food which improves their business and in return 
we have an obligation to our shareholders to generate an
acceptable return on any investment we make in each retailer 
strategic priority three a low cost operating model
we have adopted a low cost operating model we are developing
and strengthening our culture of effective cash and capital
management improved disciplines have seen capital invested
much more selectively focused on good margin business 
which generates real returns for our shareholders the capital
investment we currently require remains well below our historic
depreciation although increased expenditure will be made
where future returns are strong working capital is also tightly
managed helping to drive this culture within the group 
each business is now charged weekly a notional sum for 
the shareholders’ capital that it utilises 
our ‘cost out’ agenda has been a key contributor to our
increased margins across the business we are driving efficiency
through a combination of rationalisation and investment in
automation as part of this we have reduced our corporate
centre in leeds to just one floor housing only 35 people
completing our £12m central cost reduction programme 
performance culture and talent agenda
as our strategy begins to deliver results we are working hard 
to embed success throughout the organisation key to this is
our focus on building a performance culture and differentiating
ourselves through our talent agenda 
we employ nearly 11000 colleagues to get the best results every
day requires a strong performance culture empowered focused
business units operating with disciplined weekly reporting
ensures that everyone is committed to delivering their promises 
taking individual responsibility for actions has allowed us to take
out management tiers this has reduced cost enabled faster
decision making and created ownership of results we have also
worked hard to make remuneration more variable – with greater
upside for results and clear action on underperformance
in an industry short of available talent we want to be an
employer of choice we are committed to developing our talent
at every level this was one reason why i accepted on behalf 
of northern foods a directorship on the board of ‘improve’ 
the government’s sector skills council for the food manufacturing
industry in addition we have signed the government’s ‘skills
pledge’ which commits northern foods to aspiring to give all 
of our employees the opportunity to be trained to an accredited
standard we are the first food manufacturer to have done this
across our workforce we are working with service providers 
to deliver certification in food safety as well as training in
continuous improvement product development health and
safety and lean manufacturing 
a further demonstration of our commitment to our employees’
training and development agenda can be seen in our 
reactivated graduate training programme we have committed
£450000 to helping 150 technical graduates through university
over the next five years boosting food science resource for the
industry as well as ourselves 
summary
looking ahead we are well placed to deliver our targets of
improved returns for our shareholders and of making northern
foods a great place to work our goal is for increasing numbers
of consumers to purchase our great tasting food… every day
this will enable northern foods to continue to deliver steady 
top and bottom line growth
stefan barden
chief executive
27 may 2008
6 chief executive’s report  northern foods plc
looking ahead we are well placed to
deliver our targets of improved returns 
for our shareholders and of making
northern foods a great place to work northern foods plc  chief executive’s report 7
pizza
constant innovation
and ongoing range
refreshes continued 
to drive goodfella’s
performance
sandwiches  salads
strong cost control
together with selective
product development
maintained a robust
margin performance
ready meals
our ready meals 
add value through
delivering genuinely
market leading
products
puddings
we successfully
launched the pudding
a new premium
branded offer for
christmas 2007
biscuits
our new brand
strategy will ensure 
we maximise 
the strengths of 
the fox’s brand
we target
attractive
growing
markets performance overview
the firm foundation created by our 200607
disposal programme has allowed us 
to focus on attractive market segments
successfully partner with customers who 
value high levels of quality innovation  
and service and implement a low cost 
high performance business model 
as a result of these actions performance has steadily 
improved as we work to realise the full potential of northern
foods our businesses are focused on developing products
which demonstrate ‘above average rates of sale’ whilst we
continue to eliminate low margin and low volume products 
from our range as well as progressively reorientating the 
group towards markets growing at above average rates
in measuring our performance we seek to
 drive shareholder returns
 strengthen group profitability
 improve the performance of each business whilst successfully
navigating the volatile markets in which they operate
 invest in future expansion to meet exciting market opportunities
 drive cash generation to enable future investment and growth
and 
 maintain a robust and well managed balance sheet 
the northern foods operating board from left to right
kuldip kular julian slade robin walker stefan barden
jez maiden graham hunter and garry walsh
performance review  northern foods plc
performance review
over the last twelve
months northern
foods has made 
good progress 
in delivering its
strategic plan we improved shareholder returns during the year return on
invested capital roic our preferred measure increased 
from 102 to 110 our strategic plan target is to achieve a 
2 improvement over three years this progress represents a
good beginning we also began a share buyback programme
to maintain an efficient balance sheet
we strengthened group profitability achieving a 253 increase in
profit before tax to £501m 200607 £40m this was driven by an
improved trading performance and lower financing costs we have
also changed our presentation of the net pensions financing
credit to classify it within financing rather than operations thus
facilitating a better understanding of our trading performance
we improved the performance in two of our three divisions 
profit from operations was 59 ahead at £484m 200607
£457m as we drove continuing improvement in margin
performance in our chilled division whilst securing the first
benefits of our profit recovery plan in the bakery division
disappointingly profitability declined in our frozen division and
we are working hard on our plans to stabilise this performance
corporately we completed our targeted £12 million reduction 
in annual centre costs which are allocated to the divisions
reflecting a simpler operating structure which devolves decision
making to dedicated management teams whilst ensuring scale
services such as information services is are centralised and
appropriate levels of governance maintained we continued 
to perform in volatile markets successfully recovering
unprecedented commodity inflation experienced in the year
material costs in the period were almost 5 higher than the 
prior year representing an annualised impact of approximately
£40m we have sought to manage the risk of further increases
by putting in place forward cover where possible for key areas
of spend
we invested in future expansion making acquisitions and
investments to enhance the group’s competitive position we
acquired ethnic cuisine a well regarded supplier to sainsbury’s
together with a well invested chilled soup facility in grimsby into
which we plan to consolidate existing production and deliver new
business we also acquired the rights to the brands and assets
of the mcdougalls frozen pastry business and also expanded
salads capacity to meet exciting market growth opportunities
we continued to drive cash generation with free cash flow of
£390m in the year 200607 £830m building on the previous
year’s success net capital expenditure remained carefully
focused at just 40 of depreciation 200607 37 and working
capital was closely managed 
finally we maintained a robust and well managed balance
sheet year end net debt was £2002m 200607 £1742m despite
acquisitions costing £220m special pension contributions of
£220m and £94m spent on share purchases our strong balance
sheet provides us with capacity for future growth through
investment in our existing businesses and selective acquisitions
at the same time the group’s retirement benefit obligations
moved into surplus during the year on an international financial
reporting standards ifrs basis with a net £616m year end
surplus pretax 200607 deficit £86m the group’s long history of
providing attractive pension benefits has resulted in a significant
pension asset and accompanying liability relative to the group’s
size with good funding in place we have initiated action to
reduce future volatility in the balance sheet
northern foods plc  performance review 9 to continue to deliver better performance the group needs
excellent motivated talent we want all our employees to profit
together through our performance in terms of career and skills
development and also financially during the year we invested
£11m in employee training and development programmes 
to support this agenda we also successfully implemented 
a savingsrelated share option scheme for all employees
launched in november 2007 the scheme saw strong demand
across the workforce with take up exceeding the 10 million shares
available necessitating a scale back of 11 a sign of strong
confidence in the group from our dedicated talented workforce
outlook
investment in brand advertising and costs to commission the
grimsby soup facility during the first half year are expected 
to result in profit being more second half phased in addition 
to the typical seasonal bias the net pensions financing credit 
is expected to decline by approximately £65m compared to
200708 due to year end market factors in addition we continue
to explore opportunities to mitigate the adverse impact of the
strong euro on our irish based business
the current trading environment remains challenging with
continuing commodity cost pressures which we are committed
to recovering despite some caution we expect the underlying
business to continue to make good progress in 200809
summary financial performance and dividend
revenue grew to £9319m 200607 £8885m profit from
operations improved to £484m 200607 £457m whilst lower
financing charges resulted in improved profit before taxation and
restructuring items of £501m 200607 £400m with restructuring
items for continuing operations after taxation of £39m 200607
£39m profit for the period was £345m 200607 loss £225m 
earnings per share eps from continuing operations before
restructuring items increased strongly up 209 to 788 pence 
200607 652 pence despite an increase in the effective tax rate 
to 234 200607 203 
given the underlying improvement in the operational and financial
performance of the group the board proposes a 59 increase
in the total dividend payable in respect of 200708 performance
to 450 pence per share 200607 425 pence this represents
adjusted eps cover of 18 times 200607 15 times board policy
is that future dividend growth will be driven by performance
improvement with dividends covered between 15 times and 
2 times on an adjusted eps basis and fully covered by free 
cash flow in the medium term
subject to shareholder approval a final dividend of 295 pence
per share 200607 275 pence will be payable on 28 august 2008 
to shareholders on the register at 8 august 2008 
key performance indicators
alongside absolute profit and debt measures the group uses
several financial key performance indicators kpis to measure
progress as follows
each kpi is defined and assessed within this review nonfinancial
kpis are featured in the corporate social responsibility report
revenue
the group seeks to deliver selective profitable increases 
in revenue by focusing on attractive market segments with
strong growth potential in areas where margin is enhanced 
we continue to exit low margin and low volume products
through selective range rationalisation this in turn reduces
complexity and drives efficiency improvements in our facilities
the group has made good progress in selectively driving
profitable sales growth whilst fully recovering commodity 
price increases continuing revenue was up 49 at £9319m
200607 £8885m underlying revenue growth a key measure 
for the group was up 33 prices increased by 28 reflecting
the commodity price recovery effect whilst volumes were up
05 sales to the group’s top five customers by value asda
marks  spencer morrisons sainsbury’s and tesco represent 
77 200607 77 of total revenue
operating margin 
profit from operations before restructuring items for continuing
operations was 59 ahead of prior year at £484m 200607
£457m a strong performance in chilled and bakery was 
offset by lower profits in our frozen division commodity prices
increased markedly in the second half especially in cereals
dairy cocoa and fats reflecting difficult global market conditions
and constrained uk supply as a result material costs were
nearly 5 higher than the prior year operating margin at 
52 was slightly ahead of the prior year margin 200607 51
despite the dilutive impact of recovering higher commodity costs
rona
whilst delivering a better operating margin is important each
business is focused on driving stronger returns from the 
assets utilised in that business better management of capital
investment together with careful use of working capital
10
 leads
to improved asset utilisation the combination of margin and
asset utilisation is measured through return on net assets
rona – profit from operations divided by average operating
assets invested in the business 
during the year rona improved from 122 to 137 reflecting
improvements in both operating margin and asset utilisation 
we target 15 as a minimum medium term rona for each
business and in 200708 the chilled division made strong
progress towards this target whilst the bakery division achieved
a return well above this minimum target as indicated the frozen
division had a difficult year impacting rona 
kpi 200708 200607
revenue growth underlying
9
33 31
operating margin 52 51
return on net assets rona 137 122
free cash flow £390m £830m
debt ratio 20 times 18 times
return on invested capital roic 110 102
10 performance review  northern foods plc
9 underlying revenue excludes the impact of currency translation product categories no longer manufactured acquisitions and discontinued operations
10 working capital is defined as inventories plus trade and other receivables less trade and other payables profit
net finance costs on external debt reduced by £42m at £140m
200607 £182m reflecting lower average debt levels during 
the year the group was protected from short term interest rates
driven higher by the ‘credit crunch’ through its long term partial
interest rate hedges an increase in the net pensions financing
credit of £32m to £157m 200607 £125m reflected the additional
cash injected into the pension scheme and improved bond
rates the combined effect of these pension and interest
benefits saw the net finance charge improve by £74m 
with a credit in the current year of £17m 200607 cost £57m 
profit before taxation and restructuring items for continuing
operations increased by 253 to £501m 200607 £400m 
the charge for restructuring items before taxation was £47m
200607 £56m relating primarily to rationalisation of the frozen
division’s meat grills business and central cost reduction
initiatives the charge for restructuring items comprised 
£22m in cash and £25m in noncash items 
with an increase in the effective taxation rate to 234 200607
203 reflecting a lower proportion of profit being generated in
the frozen division which benefits from low irish tax rates group
profit for the period was £345m 200607 loss £225m adjusted
eps increased by 209 to 788 pence 200607 652 pence 
net of restructuring items and discontinued businesses in the
prior year basic eps was 708 pence 200607 loss 460 pence
free cash flow and capital management
a continued focus on cash management was supported 
by our drive to achieve more profitable utilisation of existing
capacity using rona as a kpi to embed this discipline across
the group each business assesses its capital requirements
utilising robust project evaluation techniques which evaluate
economic and cash criteria 
gross capital expenditure the purchase of property plant 
and equipment in the year was just £215m 200607 £295m
compared with depreciation and amortisation of £417m 
200607 £576m this represents 52 of depreciation 200607
52 key projects included the creation of new capacity in 
our salads business at the corby chilled site together with 
£21m on casseroles and cooking capacity in ready meals 
and packaging efficiency investment in our biscuits business
we expect capital expenditure to increase in the new financial
year as we invest in a number of capacity and efficiency
improvement projects across the group including seasonal
biscuits packing automation in the bakery division asset
disposals generated £44m 200607 £67m as we continued 
to identify and release nonproductive assets 
despite the unprecedented inflationary increases which
particularly impacted our bakery and frozen businesses 
where a larger proportion of group inventory and receivables 
are carried working capital remained tightly managed increasing
by £116m in existing businesses during the year at the balance
sheet date working capital remained favourably negative at
£259m 200607 £297m 
as a result of these successes following a step change
improvement in free cash flow in the previous year the group
has maintained its disciplines over cash management and
generated further free cash flow of £390m 200607 £830m 
free cash flow measures the cash generated by the group from
its normal trading activities and represents the cash available
after paying tax and interest costs for example to finance
dividends and acquisition activity it is analysed as follows
debt
using its free cash flow the group invested £220m in selective
bolton acquisitions comprising ethnic cuisine in november
2007 and the baxter’s foods chilled soup facility in january 2008
both in the chilled ready meals business and the rights to 
the brands and assets of the mcdougalls pastry business in
november 2007 in the frozen division with a robust balance
sheet ongoing opportunities will be considered for selective
acquisition in growth markets where these can be delivered
profitably during 200708 the group also received £67m in
deferred consideration from a previous disposal
in addition the group spent £93m on restructuring
programmes including settlement of provisions relating to 
our strategic disposal programme and ongoing restructuring 
of both the corporate centre and the frozen meat grills business
a special pension contribution of £220m was made to the
principal uk pension scheme following the disposal programme
which completed the deficit reduction programme agreed with
the trustee we currently expect only ongoing pension service
contributions to be payable in the future
the group also spent £94m on share purchases a total 
of 6056846 shares were repurchased under a buyback
programme announced in december 2007 at a cost of £53m 
an average price of 874 pence per share with the balance of
purchases used to meet long term incentive plan requirements
the share buyback programme is expected to continue 
in 200809
with dividend cash payments of £210m during the year 
200607 £115m the resultant net debt at the balance sheet date
was £2002m 200607 £1742m this level of debt the majority of
which is at fixed rates continues to position the group favourably
in current volatile credit markets a key measure of our financial
flexibility is our debt ratio this is the ratio of net debt to ebitda
11
calculated under ‘frozen uk gaap’ the accounting basis used
when the group’s current financing facilities were established
this is targeted to be below 35 times the limit imposed by our
financing agreements for 200708 the debt ratio was 20 times
200607 18 times 
roic
group total equity improved to £1654m 200607 £1212m
reflecting the strong profit for the period and the movement 
of the group’s retirement benefit obligation into surplus 
the group’s return on invested capital roic measuring 
the pretax return on shareholders’ invested capital improved
during the year to 110 200607 78 for the overall business
102 for the continuing business
200708 200607
£m £m
operating cash flow before working 
capital  special pension contributions 840 899
movement in working capital 116 336
net interest paid 136 186
net taxation paid 30 04
capital expenditure 215 295
asset sales 44 67
grants received 03 13
free cash flow 390 830
northern foods plc  performance review 11
11 ebitda is earnings before interest tax depreciation and amortisation it is calculated as profit from operations before restructuring items plus depreciation
and amortisation chilled
132
rona increased to 132 
200607 86
£4815m
continuing revenue 
up 7 8 to £4815m 
200607 £4467m
£221m
continuing profit from
operations up 514 
to £221m 200607 £146m the chilled division 
delivered improved 
performance growing 
revenue operating 
margin and profit the focus for the chilled division  
is on making fresh short shelf life 
products which meet consumers’ 
desires for convenient high quality 
food that reflects the demands of 
busy healthier lifestyles
with a long standing enviable reputation for delivering superior
quality service and innovation the division has focused in the
last two years on driving more profitable growth whilst reducing
high cost complexity in its operations
200708 has seen a strong performance from the chilled
businesses – sandwiches  salads and ready meals
sandwiches  salads has continued its profitable growth
securing greater volumes in each of its markets ready meals
has continued to rationalise its product range creating centres
of excellence which add value through delivering genuinely
market leading products manufactured efficiently whilst
identifying unprofitable business to be exited
as a result the chilled division delivered improved performance
successfully growing revenue operating margin and profits
total sales growth of 78 reflected both acquisition and
underlying revenue growth in the existing businesses of 56
underlying revenue was £4718m 200607 £4467m underlying
volume was 46 ahead whilst average selling prices were 10
higher as higher commodity costs were successfully recovered
during the year 
14 performance review  northern foods plc
from a 195 share
northern foods
delivered 470 of 
the total ready meal
market growth
sandwiches  salads
continued to go from
strength to strength
with underlying sales
50 ahead continuing profit from operations for the chilled division
increased by 514 to £221m 200607 £146m whilst operating
margin improved to 46 200607 33 this strong performance
was driven by a continued focus on simplification combined
with growth delivered by making great tasting food which
achieved strong repeat purchase rates and demonstrated
above average category growth 
the division’s improved profitability combined with limited capital
investment delivered an improved rona of 132 200607 86
whilst this performance is encouraging we believe that significant
further progress can be made to achieve better returns in chilled
ready meals
the ready meals business consolidated its market leadership 
in the sector driving efficiency the riverside facility was exited
allowing transfer and consolidation of ms business into centres
of excellence at sheffield and carlisle reaching new customers
we acquired long time sainsbury’s supplier ethnic cuisine with
our asda and morrisons business serviced from hull we now
have four customers in this business unit delivering superior
innovation and quality northern foods delivered 47 of the total
market growth from just a 195 market share tns worldpanel
52we 23308
total sales grew by 104 to £2522m 200607 £2284m excluding
acquisition underlying revenue was up 62 outperforming
overall market growth which slowed to 22 during the year 
and which we forecast to turn negative in 200809 before
returning to growth our products continued to attract both new
shoppers and drive frequency of purchase a strong innovation
process supports the introduction of new products which this
year included ‘melting middle’ fishcakes for ms and slow cooked
lamb with roasted vegetables for asda we also updated
classic recipes such as ms chicken curry responding to
changing consumer tastes
we are focused on delivering acceptable profitability to create
shareholder value from this business profitability in ready meals
improved during the year as we actively managed our existing
product portfolio to exit products which add operational
complexity and cost without delivering a commensurate return 
in august 2007 we completed our planned exit from our former
riverside facility in nottingham which had been sold as part 
of the disposal programme in january 2007 production was
successfully transferred principally into our carlisle and sheffield
facilities helping drive greater efficiencies in those plants
in addition in may 2008 we announced the proposed
mothballing of our fenland foods facility in grantham which
produces italian based cuisine for ms but which is unprofitable
we were unable to reach agreement to return fenland to
profitability consistent with our stated strategy to continue with
business only where terms generate an adequate return for 
the group’s shareholders the mothballing proposal is not
expected to impact materially the group’s profit before tax and
restructuring items however subject to employee consultation 
it is expected to result in a cash restructuring cost and a 
noncash write down of asset value in the 200809 financial
results at 29 march 2008 the facility had a net book value of
approximately £24m given the facility’s excellent track record
and reputation we are seeking new customers with whom to
develop the site in the future
we have identified opportunities for northern foods to
consolidate its leading position by acquiring strong independent
players with established customer relationships and under
utilised production capabilities we believe we can leverage our
strong commitment to product quality service and innovation
whilst unlocking efficiencies through our procurement capability
as a consequence 200708 saw the consolidation of two bolton
acquisitions within ready meals ethnic cuisine was acquired in
november 2007  a supplier of oriental ready meals to sainsbury’s
ethnic cuisine is a profitable business with a strong reputation
for quality this acquisition extended our ready meals base 
to four major customers offering scope for expansion through
selective investment the integration of the ethnic cuisine
business is progressing on plan and the facility enjoyed 
a successful chinese new year 
this acquisition was supplemented in january 2008 with the
purchase of the baxter’s foods chilled soup facility in grimsby
acquiring this well invested but empty plant allows us to transfer
our capacity constrained soup business during summer 2008
into a highly automated bespoke production site with significant
capacity to add new customers in this fast growing category 
the plant is expected to become profitable in 200910
sandwiches  salads
sandwiches  salads continued to go from strength to 
strength underlying sales were ahead 50 in the period 
despite unseasonably poor summer weather strong cost 
control together with selected product development 
maintained a robust margin performance 
in sandwiches our sales grew at 42 over the year slightly
behind the total market growth of 70 ac nielsen 52 we
150308 sustained innovation is a feature of this market with
regular range refresh for our customers resulting in over 25 
of new products every year the business demonstrated its
continued ability to stay in tune with consumer demand and
create value for both our customers and shareholders
successful new recipe variants launched during the year
included a ploughman’s baguette for tesco and a houmous
sandwich for ms once again the business had some 
strong christmas specials such as the turkey feast for ms
our prepared salads business also performed well 
characterised by premium recipes such as tuna  sweetcorn
and salmon  dill pasta salads for sainsbury’s our sales grew
by 156 outperforming market growth of 140 ac nielsen 52
we 220308 our £9m investment in additional salad capacity 
at our corby facility was commissioned on schedule in may 2008
and will provide us with further capacity for growth in this attractive
market during summer 2008 in the more mature wet salads
market our sales grew by 42 ahead of the market where
growth slowed to 26 due to disappointing summer weather
our chilled pizza sales grew by 20 in the year although
profitability in this predominantly retailer own brand rob
business was diluted by the impact of increased promotional
activity across our customers new product development
included stuffed crust and finest products for tesco with our
tomato  mozzarella tuscan pizza becoming the top selling
finest product we also entered the chilled pizza market with 
the launch of our goodfella’s brand the market leader in frozen
pizza the signatore range was launched into test market in
october 2007 and will we believe attract a significant share 
of chilled sales over the medium term
in our niche sushi market new product variants were
supplemented in the second half year with additional 
investment in authentic production capacity
northern foods plc  performance review 15 frozen
100
rona declined to 100
200607 149
£2454m
continuing revenue 
up 04 to £2454m 
200607 £2445m
£114m
continuing profit from
operations down 380 
to £114m 200607 £184m action plan initiated 
to address frozen 
performance the focus for our frozen division 
is to consolidate our market 
leadership across key categories 
in this branded but highly 
promoted market
this brings opportunities to improve profitability over time and 
to bring further innovation and development to staple consumer
product lines
200708 saw poor summer weather intense promotional activity
and a strong euro combine to create a difficult year for the
division in pizza our goodfella’s brand held its market leadership
although pizza profitability was lower than last year impacted 
by currency and tough trading conditions in rob our fish 
vegetables business performed strongly but both our pastry
and meat  meatfree grills businesses underperformed
adversely impacting both revenue and profitability we took 
steps during the year to address these issues including
acquiring the rights to the mcdougalls pastry brand and assets
restructuring at our meat grills business and the launch of the
‘george foreman lean mean grillers’ range
18 performance review  northern foods plc
in pizza goodfella’s
continues to lead 
the market with brand
share remaining number
one at over 30
our irish fish business
continued to deliver
strong growth of 163
the successful
integration of the
mcdougalls pastry
business in march
2008 will benefit the
new financial year total sales revenue was 04 higher at £2454m 200607
£2445m with underlying revenue 16 lower average selling
prices were 28 higher as we successfully recovered higher
commodity costs although volumes were lower by 44 
the division has been working hard to reverse this trend in
performance the successful integration of the mcdougalls
pastry business completed in march 2008 will benefit the 
new financial year
continuing profit from operations for the frozen division
decreased 380 to £114m 200607 £184m operating margin 
has continued to be constrained with a strengthening euro
adversely impacting profitability of the division’s irish operations
by £12 million divisional operating margin declined to 46
200607 75 and rona declined to 100 200607 149
pizza
in pizza our goodfella’s brand continues to lead the market
supported by ongoing product innovation and marketing
support in 200708 our uk brand share in frozen remained
number one at over 30 ac nielsen 52 we 220308 with 
a uk and irish retail brand value exceeding £130 million 
as expected volumes in our pizza business declined during the
autumn as a result of the rapid and successful action taken to
recover significant commodity cost increases including on flour
oils  fats and dairy goodfella’s recovered share in the fourth
quarter as overall market prices increased and we restored our
promotional activity to consolidate our leadership overall for the
year pizza revenues increased slightly 
constant innovation and ongoing range refreshes continued 
to drive goodfella’s performance in october we extended the
goodfella’s brand into the chilled cabinet with the launch of
signatore the chilled pizza market is growing at 84 per annum
ac nielsen 52 we 220308 and in 2006 overtook the frozen
market in total value signatore is establishing itself in line with
expectations and supports our long term ambition to be the
number one supermarket pizza brand in the uk we expect 
to continue to grow sales in the coming year a £2m marketing
campaign for the goodfella’s brand and specifically signatore 
began at the start of the new financial year
in a highly price sensitive market it is also key to maximise
operational efficiency frozen pizza supply is continental europe
based with our major competitors based in germany and 
italy to compete effectively this requires a eurozone based
production facility ours being in ireland however with nearly 
70 of our irish production exported to the uk the increasing
strength of the euro progressively impacted the profitability of
the irish business by £12m in 200708 were the euro to remain
at the closing 200708 exchange rate throughout 200809 
a further adverse impact of over £4m could result given 
this impacts the whole supply base some price recovery 
is anticipated however we are also partially offsetting this
through ongoing productivity gains during the last financial year
significant improvements were introduced at our naas facility
reducing further labour utilised in the production process
fish  vegetables
our fish  vegetables business performed strongly donegal
catch our market leading ac nielsen 52 we 220308 irish
branded fish business continued to deliver strong value growth
of 163 outperforming market growth of 46 ac nielsen 
52 we 220308 new seafood and ‘naked’ fillet ranges were
successfully launched reflecting increased consumer preference
for fish as part of a healthy diet donegal catch recently
launched its first product with a leading retailer in the uk 
and the initial rate of sale is encouraging likewise our irish
green isle frozen vegetable brand also performed well
pastry meat  meatfree grills
recovering from loss making positions in meat grills and pastry 
is a key priority our meat grills business missed out on its
important barbeque season due to the poor summer weather 
a restructuring programme was implemented in october
resulting in the loss of 80 jobs and a significant reduction 
in the cost base at the dalepak site we also launched a new
grill range under the ‘george foreman’s lean mean grillers’
brand in the second half year this features recipes such as
lemon and black pepper salmon fillets and chargrilled chicken
fillets in line with the growth in the premium healthier cooking
market trade interest has been good and we continue to build
market presence with this range we have also acquired the
rights to gardein protein a meatfree raw material which will
allow us to expand in this growth market alongside our
grassington’s product range
we also took determined action to restore profitability in frozen
pastry over the past two years falling demand and excess
industry capacity have destroyed value in october 2007 we
acquired the production assets trade marks and licences for
the upper crust tiffany and mcdougalls frozen pastry brands
our integration of these into our existing production capacity 
in portumna ireland is now complete the acquisition allows 
us to tackle oversupply improve factory efficiency and enhance 
our product offering to customers at the same time our actions
to improve performance of our regional holland’s pastry brand
delivered some early success
northern foods plc  performance review 19 bakery
210
rona increased 37 3 
to 210 200607 153
£2050m
continuing revenue 
up 39 to £2050m 
200607 £197 3m
£149m
continuing profit from
operations up 17 3 to
£149m 200607 £127m the progress 
made in our bakery 
performance has 
been particularly
pleasing the focus in the bakery division 
is to sell premium indulgent 
fox’s biscuits and matthew 
walker puddings which meet 
consumer desires for quality 
taste and enjoyment
consequently the year has seen a strong focus on innovative
branding relaunch and repackaging of the product range and
adding real value to the consumer proposition deliberately the
division has become ‘less busy’ targeting where its brands and
products really work and reducing wasteful promotional activity
the division entered 200708 with declining revenue and margin 
it is therefore encouraging to note the improvement in both
performance metrics during the year as the early benefits 
of greater focus were delivered
total sales revenue for the division was ahead by 39 to
£2050m 200607 £1973m underlying revenue was ahead 
39 in the full year with average selling prices up 66 with the
successful recovery of significant commodity cost increases
including chocolate and flour volume reduced by 27 reflecting
the impact of exiting both unprofitable private label contracts
and reducing promotional activity in biscuits the matthew walker
puddings business also grew volume with the successful
launch of ‘the pudding’ for the key christmas season and
further development of an all year round sponge offer
22 performance review  northern foods plc
the biscuits market
offers opportunities 
for significant profit
improvement over 
the medium term
our puddings
business had another
successful christmas
trading period continuing profit from operations for the bakery division
increased by 173 to £149m 200607 £127m operating margin
improved to 73 200607 64 this reflected the benefits of
improvements in factory efficiency and reduced complexity 
in the biscuits business together with improved profitability in
puddings this improvement in profitability together with strong
capital management increased rona to 210 200607 153 
biscuits
in biscuits a new management structure has successfully
created dedicated teams which address the very different 
needs of the all year round branded seasonal speciality 
and rob sectors in which the biscuits business operates 
each market has different consumer needs different customer 
selling requirements and different manufacturing needs 
new management talent has joined the business whilst
streamlining of the manufacturing and indirect cost base 
around this structure will further strengthen focus and efficiency
as outlined to shareholders in our october 2007 strategic 
update we believe that the biscuits market offers opportunity 
for significant profit improvement over the medium term 
the sweet biscuit market grew by 63 in 200708 ac nielsen 52
we 220308 sweet biscuit market and although the fox’s
brand share of this market reduced slightly from 95 to 86
this reflected deliberate action to improve profitability by exiting
marginal promotions the brand is well placed to exploit its
quirky character its reputation for superior chocolate indulgence
and a strong new product pipeline in its heartland product
range in addition there are significant opportunities to drive
productivity improvements across the manufacturing base
our new brand strategy will ensure that we maximise the
strengths of the fox’s brand this review has refocused the 
brand on grown up indulgence seasonal gifting and ‘on the 
go’ snacking chocolate biscuit bars where fox’s premium
positioning is strongest building on these areas of strength
rather than the more commoditised areas of the market 
will further improve business performance for example 
our chunkie cookies viennese melts and chocolatey 
shortcake rounds all enjoy rates of sale well above the average
demonstrating the appeal taste and quality of our products
similarly our technology in creams gives us the number one
position ac nielsen scantrack mat 190408 – total coverage
in this segment of the market and we are actively innovating 
to grow this area of our portfolio 
to support this strategy a new fox’s logo and pack design
strategy was developed during the year and this has now been
rolled out across the entire brand portfolio creating a compelling
on shelf presence a new £5 million advertising campaign
launched in june 2008 will build further awareness of our
refreshed and refocused fox’s brand
in our seasonal speciality business we are the market leader
and in 200708 we delivered more revenue from the christmas
gifting market our rob business is being progressively
refocused around fewer more premium orientated product 
lines which complement our branded pedigree
greater focus is being delivered by improving the effectiveness
of promotions across all three sectors 7 fewer sales were 
made on promotion during the year we also exited a number 
of low margin products to reduce production complexity 
in the last 12 months 28 of the entire product range has 
been removed whilst we continue to innovate where we can 
see profitable opportunities
greater efficiency was initiated during the year with investment
in a number of automation projects which we anticipate will
deliver cost reductions and improved operational efficiency
across our biscuit production sites we are currently investing 
£3 million to automate seasonal packing delivering major
productivity benefits 
taken together these actions are expected to drive further
improvement in biscuits profitability over the medium term 
puddings
the puddings business had another successful christmas
trading period building on its market leading christmas pudding
position matthew walker successfully launched the pudding 
a new premium branded offer for christmas 2007 which
performed exceptionally well in taste tests and received a 
gold award in the uk’s ‘great taste awards’ commanding 
a strong price premium sales in the first year of launch test
marketed with one customer were very encouraging and
provide a platform for future growth alongside our existing 
rob foodservice and export ranges of christmas puddings
we continue to focus on providing a full range of puddings 
to our customers offering a wide range of high quality rob
puddings both for lovers of traditional recipes and for those
seeking alternatives such as nut free or gluten free puddings 
in addition new investment in capacity will increase production
of our all year round puddings such as our successful fairtrade
chocolate and sponge puddings for the coop matthew walker
continues to provide a successful platform for future growth in
this niche market
northern foods plc  performance review 23 pensions
following completion of the deficit funding programme for 
the principal uk pension scheme the balance of assets 
over liabilities for total group post retirement benefit schemes
calculated under international accounting standard ias 19 
has improved during 200708 this has resulted in a net deficit 
of £86m before taxation at 1 april 2007 becoming a net surplus 
of £616m before taxation at 29 march 2008 this includes
recognising increased longevity with a move to the ‘medium
cohort’ mortality assumption whilst the assets of the schemes
have reduced during the year following the falls in global equity
markets corporate bond rates have risen following the credit
crunch and consequently liabilities have also reduced 
both the balance of pension assets and liabilities and the net
pensions financing credit in the income statement are likely 
to remain volatile in future on the current investment basis 
in 200809 the net pensions financing credit is expected to
decline by approximately £65m compared to 200708 due 
to year end market factors 
northern foods’ long history of providing defined benefit
pensions to its employees has resulted in a sizeable liability 
and asset on the group’s balance sheet work is well advanced
aimed at reducing but not eliminating the potential for future
funding volatility caused by both the scheme’s liability profile 
and the current asset allocation this will be achieved by the
progressive introduction of a liability driven approach to the
investment programme whilst at the same time recognising
that the future service accrual needs to remain affordable to
both the company and scheme members 
the trustee of the principal uk scheme is also conducting 
a triennial scheme valuation as at 31 march 2008 the current
company ordinary cash contribution rate is 99 of payroll 
a cash cost in 200708 of £68m 200607 £134m this is not
expected to change in 200809 the future cost of delivering
benefits beyond the current year is currently under review in light
of current benefit costs and the scheme investment strategy
financing and treasury management
the group has a centralised treasury function which operates
within a policy framework approved by the board the policy was
reviewed by the board during the period and the board receives
a monthly update on compliance the principal areas of treasury
management and respective policies cover the management 
of liquidity risk interest rate risk and currency risk
liquidity risk management ensures sufficient debt funding is
available for the group’s day to day needs board policy is to
maintain reasonable headroom of unused committed bank
facilities in a range of maturities at least twelve months beyond
the year end current committed facilities are a 2010 revolving
credit facility of £460m and 2012–2017 senior loan notes of
us155m and £543m private placement bonds the facilities
remain committed and available subject to certain conditions
which are in line with typical commercial borrowing arrangements
the principal conditions require sufficient coverage of the last
twelve month ebitda to each of net debt and interest charge
‘covenants’ which are tested half yearly see debt ratio under
kpis on page 10 
interest risk management balances debt financing as a tool 
to improve returns through leverage in the capital structure with 
the potential for higher interest rates to impact profits negatively
board policy is to operate with fixed rate borrowings within a
range of 20 to 50 of total net borrowings over the medium
term although the group may and has operated outside this
range in the short term the us private placement bonds were
raised as fixed interest debt at the year end 71 of the group’s
net debt was fixed in this way board approval is required for 
use of any interest rate derivative ‘interest cover’ at year end 
the ratio of ebitda to net interest charge measured under
‘frozen’ uk gaap had improved to 71 times 200607 62 times
currency risk management occurs at a transactional level for
example in purchasing ingredients in foreign currencies and 
at a translational level for example in relation to irish operations
or foreign currency debt board policy is to hedge transactional
exposures using forward foreign exchange contracts wherever
material and feasible whilst translational exposures are generally
unhedged although may be offset against transactional impacts
in the irish operations the us private placement debt has been
hedged using currency swaps of similar maturity subject to a
one off right for the counterparty bank to break the swap after
seven years
risks and uncertainties
the operation of a public company involves a series of risks and
uncertainties across a range of strategic commercial operational
and financial areas northern foods has a robust internal control
and risk management process as outlined in the corporate
governance report which is designed to provide assurance but
which cannot avoid all risks outlined below are potential risks that
could impact the company’s performance causing actual results 
to vary from those experienced previously or described in forward
looking statements within this document these risks are monitored
on an ongoing basis through the company’s risk management
processes additional risks and uncertainties not identified may 
also have an adverse material effect on the company
 customer relationships – the company seeks to manage the
risks presented by its consolidated customer base and the
highly competitive environment that characterises the industry
which generally operates without long term contracts through
its high service high quality low cost model targeted across 
a portfolio of markets where it has strong positions this is
supported by product development programmes and by
maintaining and developing strong robust relationships 
with customers
 consumer trends – exposure to changing consumer trends
can impact profitability the company seeks to manage these
through portfolio changes with greater weight towards growth
trends which include health convenience and indulgence 
for example by managing new product innovation to expand
sales in these areas while managing the exposure to declining
market sectors
 operational disruption – the short lead times involved in
servicing our customers can lead to an adverse impact from
disruption to our manufacturing and distribution facilities for
example by fire health and safety failure problems of supply
information systems failure workforce action or environmental
incident this is managed through a process including systems
of standard operating procedure regulatory compliance
dedicated steering groups monitoring audit consultation 
and multiple sourcing insurance cover is maintained where
appropriate but may not cover all risks and losses
 new legislation regulation and litigation – northern foods
manages a range of regulatory requirements regarding the
production sale safety labelling compositioningredients 
and disposal of its products compliance monitoring and
proactive initiatives seek to manage this risk litigation claims 
and proceedings can have an adverse effect on the
company’s results
 change management recruitment and retention – ongoing
change requires close management attention and the
company has experience of managing such risks and has
action plans to mitigate them including board oversight and
project management processes failure to implement and
24 performance review  northern foods plc complete change can impact financial results employee
recruitment and retention with the latter also subject to the
availability of a suitable pool of domestic and overseas staff
proactive initiatives for this are included in the corporate
responsibility report
 managing procurement costs – exposure to price and 
supply fluctuations for raw materials and services is managed
by a central procurement function to better negotiate with
relationship based suppliers agreeing forward prices where
appropriate and available the company seeks to pass 
on cost increases where possible to its customers through 
price rises but constraints in achieving this can affect the
company’s results
 food safety – appropriate product manufacturing storage 
and avoidance of contamination are critical standard
manufacturing and distribution protocols are in place together
with proven product recall processes for product recovery
widespread food scares can impact directly through the sale
of a contaminated product or indirectly through lack of supply
or reduced consumer demand
 environment – the company maintains environmental policies
and relationships with relevant regulators to manage the impact
its activities have on the environment in addition the company
has an active programme described in the corporate social
responsibility report to reduce this impact over time nevertheless
changes in environmental legislation or unplanned incidents
could impact the company’s operations adversely 
 business continuity – the group is at risk to disruption at key
sites from incidents such as a major fire which could result 
in significant operational issues our businesses have incident
management processes and continuity plans in place to
manage the impact of such an event as well as insurance 
to mitigate the financial impact a major update of these plans
is currently in progress
 financial risks – the company has committed financing in
place which can only be withdrawn in the event of a breach 
of financing agreement such as covenants when the company
might be restricted in its ability to operate normally and could
be required to dispose of assets to pay down debt and incur
additional costs pension schemes could require increases 
in future company funding and pension regulation could
restrict the freedom of the company to undertake certain
corporate activities including disposals and return of capital 
to shareholders the company has certain tax exposures in
addition to trading tax balances these exposures total £285m
which are provided for but which in the event of an adverse
finding by taxation authorities could result in a substantial
payment of cash
key accounting judgements
taking into account this analysis of risks and uncertainties the
key accounting judgements which could impact future financial
performance include the following
 pensions – movements in asset markets interest rates and life
expectancy could materially affect the level of surpluses and
deficits in the pension schemes the key assumptions used to
value pension liabilities are set out in the notes to the financial
statements
 tax – the group carries out tax management consistent with 
a business of its size and makes appropriate provision based
on best estimates until tax computations are agreed with the
tax authorities
 useful economic life estimates – the group reviews the useful
economic lives attributed to assets on an ongoing basis 
to ensure they are appropriate changes in economic life
could impact the carrying value and charges to the income
statement in future periods
 provisions – using information available at the balance sheet
date the directors make judgements based on experience 
on the level of provision required further information 
received after the balance sheet date may impact the 
level of provision required
 share based payments – in accordance with ifrs 2 ‘share
based payments’ share options and other share awards are
measured at fair value at the date of grant the valuation of
these share based payments requires several judgements 
to be made in respect of the number of options that are
expected to be exercised details of the assumptions are
disclosed in the notes to the consolidated financial statements
changes in these assumptions could lead to changes in the
income statement expense in future periods
 impairment – the group has reviewed the carrying value of
goodwill and fixed assets and from time to time has impaired
certain fixed asset values on a value in use basis future changes
in performance or disposals could impact these values 
in addition to its key accounting judgements the group has
significant accounting policies for revenue recognition foreign
currencies property plant and equipment intangible assets
inventories and derivative financial instruments and hedge
accounting which are set out in the notes to the consolidated
financial statements
basis of preparation
this financial information has been prepared in accordance 
with ifrs the comparative information for 200607 has been
amended to reflect the change to the presentation of the net
pensions financing credit which has been moved from profit
from operations into finance items
forward looking statements
forward looking statements are made throughout this annual
report including in the performance review the directors’ report
and the directors’ remuneration report these forward looking
statements are based on a number of assumptions concerning
future events and information currently available the user of
these accounts should not rely unduly on these forward looking
statements which are not a guarantee of performance and which
are subject to a number of uncertainties and other facts many
of which are outside of the company’s control and could cause
actual events to differ materially from those in these statements
although northern foods believes that the expectations
reflected in those forward looking statements are reasonable 
it cannot assure users that those expectations will prove to be
fulfilled in addition to those factors described under ‘risks and
uncertainties’ other factors could cause actual results to differ
materially from our expectation including economic and political
conditions changes in laws regulation and accounting
standards customer relationships and actions effectiveness 
of spending and marketing programmes and unusual weather
patterns no guarantee can be given of future results levels 
of activity performance or achievements
comparative statements
in this report northern foods makes certain statements with
respect to its market position or its products’ or its brands’
market positions by comparisons with third parties or their
products or brands these statements are based on both 
internal sources and independent sources and are accurate 
to the best of the knowledge and belief of northern foods
northern foods plc  performance review 25 corporate social responsibility report
northern foods is committed to making
great tasting food in a responsible and
sustainable manner overview
in 200708 we continued to make good 
progress in our corporate social 
responsibility csr agenda with the 
ongoing fulfilment of key programmes 
the identification of new opportunities 
and the introduction of more robust 
management and reporting structures
every day the group has to address a wide range of issues from
the wellbeing and development of our people through to the
protection of the environment and ensuring food safety central
to our approach is the expectation that all csr activity is aligned
with and supports our overall business strategy as such we
expect individual programmes to have a positive impact not 
only on our people or wider society but also on our operational
performance and our risk management profile to facilitate 
overall delivery of the group’s responsibility agenda a director 
of csr was appointed in january 2008 who reports directly to 
the chief executive
we also continued to build on our relationship with business in
the community bitc the uk’s acknowledged thought leaders 
in csr this year’s review of activities corresponds more closely
with bitc’s key impact framework of community environment
workplace and marketplace we believe this cross referencing 
will support better engagement with our stakeholders who
include employees shareholders customers regulators and 
the communities in which we operate 
phunky foods
in 200708 we continued our support of phunky foods the
unique primary school programme which delivers healthy
lifestyle education for 5 to 11 year olds the programme supports
the development of informed choice by introducing children
their families and their teachers to the science of healthy
lifestyles the year round programme has been developed 
by qualified british nutritionalists delivers to the national
curriculum and is underpinned by significant academic
research as founder sponsor northern foods has supported
the programme since its pilot stage and has encouraged 
the participation of other food businesses to help spread the
programme more widely as a result the 200708 academic 
year has seen phunky foods delivered into 282 schools across
england northern foods will continue its support for a fourth
year in 200809 with a focus on 50 schools within close proximity
to four operating sites
work placements
with an acknowledged skills shortage in the food sector
northern foods believes it can play a role in introducing
students to the opportunities within the industry one way 
of achieving this is through work placements the group 
has been active in this area during the year and is working 
to extend the opportunity across the business in 200809
an example of our approach can be found at pennine foods 
our ready meals site based near sheffield which has strong 
links with the education business partnership ebp in line 
with the ebp’s goal of offering high quality work experience for
students from age 14 to 20 years pennine foods has delivered
work experience to approximately 60 students ranging from a 
two week year 10 placement to the tailored delivery of business
specific projects to further education college students studying
for their btech btech is a vocational based qualification which
gives access to the student into higher education or work 
sponsorship of undergraduate food scientists
skills shortages are particularly acute in the area of food
science it is estimated that one in four food science roles are
vacant at any one time northern foods launched a foundation
for food science and technology in january 2007 to help tackle
this industry wide problem by providing bursary support for 
food science and technology undergraduates it is envisaged
this move should encourage more sixth formers to consider 
a career in food science targeted to run for five years and
developed in partnership with leeds nottingham and reading
universities the foundation will provide support for up to 150
undergraduates for the duration of their courses working for
northern foods is not a condition of the scheme but bursary
students will gain preferential access to potential industrial
placements or graduate training opportunities northern foods
community
as a major provider of food to uk and 
irish consumers and an employer of 
11000 people across 21 operating sites
northern foods can have a positive impact
on the community both at a national and
local level we have sought to strengthen
this engagement through focused projects
which enhance our links with the local
community and contribute to consumer
wellbeing in the area of food
northern foods plc  corporate social responsibility report 27
highlights 200708
1 supporting primary school teaching on healthy
eating through our phunky foods sponsorship
2 sponsoring 30 food science undergraduates 
in 2007 with a further 120 planned over the next
four years
3 engaging with over 30 policy making and
industry bodies to shape future good practice –
this included chairing defra’s department 
for environmental food and rural affairs 
food industry sustainability strategy waste
champions group
4 improving energy efficiency and on course to
meet the fourth climate change levy target
5 sustaining a strong performance on health 
and safety
6 signing the skills pledge to reinforce our
commitment to skills training
7  delivering wellbeing programmes in 9 of our 
21 manufacturing sites
8 launching an all employee sharesave scheme
9 maintaining our status as the only food
manufacturer to have achieved ukas united
kingdom accreditation services accreditation for
both our food testing and site certification
activities for the seventh year running
10meeting our salt reduction targets ahead 
of schedule  is seeking to build interest in the sector as a whole believing
that it will benefit in the long term from a wider pool of qualified
food scientists the first intake of 30 undergraduates received
their grants in 200708 and the impact on applications for food
science degrees will be monitored with interest
stakeholder engagement
we believe that effective stakeholder management can help 
us to manage risk and optimise our performance throughout
the year continued active involvement in relevant industry and
regulatory bodies has allowed us to respond effectively to
emerging challenges during 200708 our involvement included
but was not limited to
 chairing the waste champions group for defra in support 
of the development of the food industry sustainability
strategy fiss
 chief executive membership of the prince’s rural action
programme
 board membership of improve the sector skills council for
food manufacturing
 acting as a member of a pilot project for the health  safety
executive hse
 furthering the food chain safety and sustainability activities of
the executive committee of the chilled food association cfa 
 chairing the microbiological assurancequality control working
party for the world renowned camden chorleywood food
research association ccfra 
 acting as treasurer for the irish institute for training 
and development
overall northern foods is involved with more than 30 external
bodies to which it devoted an estimated 14 months of senior
executive time this investment helps the sector to share best
practice and support the consumer’s needs as efficiently as
possible an example of this was the speech given by stefan
barden to the igd in october 2007 regarding the reengineering
of our goodfella’s pizza packaging by modifying the pizza box
we are able to deliver better stacking on the pallet and a net
decrease in packaging of 4000 tonnes per year as well as a
reduction of one million transport miles 
in addition to the community investment outlined above 
northern foods also donated £60000 200607 £59600 
to various charities during 200708 the group is a silver 
member of the ‘give as you earn’ scheme with more than 
10 of employees involved over the next 12 months we will 
be encouraging more individuals to sign onto the scheme 
and further increase our involvement 
rural action awards
the year saw the group’s inaugural sponsorship of the 
rural action award one of bitc’s awards for excellence 
which showcase csr best practice in the uk 
supporting british agriculture has always been important for
northern foods by sponsoring the award northern foods is
supporting the recognition of companies which are addressing
issues faced by rural communities and helping to create and
maintain a vibrant sustainable rural economy we have continued
this sponsorship in 200809 
in 200708 the group continued to build on its record of good
environmental practice implementing project findings to reduce
the business’ carbon footprint this carbon trust funded project
identified energy usage as the biggest contributor to our
footprint accounting for over 60 of our carbon emissions
northern foods is taking positive action to reduce energy use
through its internal operational excellence group which drives
effective environmental management across the business and 
is supported by the group’s environmental affairs controller
we have also accelerated our efforts on waste management 
by minimising the quantity of waste produced and reducing the
quantity of waste disposed to landfill we believe that these two
areas of improved waste management will provide us with both
cost and environmental benefits
progress on environmental issues is assessed by the operating
board on a regular basis external energy and waste reduction
targets are under review awaiting publication of defra’s food
industry sustainability strategy
energy
dedicated energy efficiency teams at our sites continued 
to identify areas for further efficiency gains and a number 
of projects are underway including increased monitoring and
targeting performance against target is routinely monitored 
and the group is on course to meet the fourth climate change
levy target in 200809 
we have also provided an annual update to the carbon
disclosure project an initiative which benchmarks progress of
‘uk plc’ in mitigating the impact of climate change our efforts
on energy efficiency were recognised externally when northern
foods were runners up in the energy efficiency category of the
food processing awards 
waste
reductions in the use of resources can bring environmental 
and financial benefits in the area of waste northern foods 
was one of the first food manufacturers to sign the courtauld
commitment in november 2006 in doing so the group
committed to delivering targets on reducing packaging growth
through design delivering an absolute packaging reduction by
2010 and tackling the issue of food waste we have worked with
the waste resources action programme wrap the architects of
the courtauld commitment to agree targets and report results 
environment
as outlined earlier we have sought to align
our csr programme management and
reporting more closely to bitc’s impact
framework this separate section on the
environment supports this approach and
reflects our recognition of environmental
issues as an area of considerable interest
for our stakeholders
28 corporate social responsibility report  northern foods plc our continued support of encycle llp a waste to energy
infrastructure initiative has helped it to obtain planning approval
for a plant in immingham which will become operational in 2009
this plant will convert nonrecyclable waste from northern foods’
uk sites and other food manufacturers into biofuel which will be
used to generate electricity northern foods’ waste will power
approximately 6000 households and the technology will enable
northern foods’ uk operations to become zero waste to landfill
in 200910
on a number of manufacturing sites northern foods has teamed
up with the charity fareshare to distribute safe but ‘nonspecification’
short shelf life products to the needy that would otherwise have
been wasted the group is hoping to roll out this partnership to
all the sites where fareshare operates the green isle longford
facility is now diverting raw dough previously sent to landfill to
an animal feed provider this has enabled it to achieve a 90
reduction in material going to landfill over the last 12 months
the group has also contributed during the year to the cfa’s
sustainability agenda and to the igd working party on the
practicalities of product carbon footprint measurement we are
committed to understanding both the group’s and individual
sites’ carbon footprints but in line with industry sentiment as
articulated by the cfa we are sceptical of the practicality and
benefits of individual product carbon labelling to the consumer
an audit by the environment agency demonstrated that we 
had robust procedures in place to comply with the uk producer
responsibility obligations packaging waste regulations 
internal compliance checks have also ensured that compliance
procedures at all sites are satisfactory our two registered 
iso 14001 sites have retained their certification to the standard
northern foods plc  corporate social responsibility report 29
our expectation is 
that all csr activity 
is aligned with and
supports our overall
business strategy
our aim during the
year was to better
integrate csrinitiatives
into our daily activity
and this has been
achieved health  safety hs
an intensive risk improvement programme has helped the
group achieve a 50 reduction in accident frequency rates
afr over the two years prior to this report building on this
strong hs performance has been an area of significant focus
for northern foods in 200708 
our goal during the year was to maintain this improvement 
whilst ensuring we have very robust reporting standards in 
place in addition we embarked on a programme of training and
development and the recruitment of new talent to support the
delivery of our new standards we also completed an intensive
behavioural safety trial at our pennine site to help us define and
roll out a group wide behavioural safety programme in 200809
our objective is to create a sustainable hs culture with an
increasing focus on proactive improvement initiatives and 
we are pleased with the progress that has been made
as can be seen from the chart below a long term reduction 
in accident frequency rates afr has been achieved by 
the group ahead of the industry average the afr figures for 
200708 increased from 056 to 066 per hundred thousand hours
worked due to an increased focus on reporting all incidents
major or minor 
the detailed hs improvement strategy was further developed
throughout 200708 with an increasing focus on local management
ownership of hs and clear visibility of key proactive deliverables
including talent recruitment and development leadership
processes improvement business continuity planning
behavioural safety programmes and management hs training 
workplace
the group remains committed to making
northern foods a great place to work 
with quality and service core to our value
proposition we understand that skilled 
and motivated people are fundamental 
to group performance as such we invest
considerable time and resource in ensuring
that the safety wellbeing and development
needs of our people are addressed
as a direct result of these strategy initiatives individual
businesses have clear ownership and accountability for their
own hs targets our approach has delivered a significant
saving on the group’s insurance costs training capability
development and behavioural change programmes have 
been introduced and performance is tracked through a rigorous
monthly review process from site to ceo level hs is discussed
in detail at operating and plc board meetings
the development of high standards is promoted through
internal best practice awards the year’s award went to the
gunstones bakery facility which recognised that the daily prestart
hs checks for machinery were not consistent across the site
and were difficult to audit a pioneering equipment tagging
approach controlled using departmental safety stations has
ensured that management and employees now have the tools
and systems in place to ensure that a complex production line
with around 136 prestart check points is safe before use 
training
to develop and retain talent to deliver the quality service 
and efficiency standards demanded by our customers and
consumers northern foods must ensure our employees have
the skills they need both to be efficient in their current role and
to develop their careers 
with a goal of getting ‘more people more skilled’ the company
signed the skills pledge in 200708 this government led initiative
is aimed at increasing the skills of the entire workforce from the
basics of reading writing and counting to advanced technical
skills in science engineering and finance by signing the skills
pledge the group has access to the government funded 
‘train to gain’ network enabling it to build a training programme
which is being progressively rolled out across the business
as the first food manufacturing company to sign this pledge 
may 2007 saw northern foods host the government’s skills envoy
sir digby jones at its fox’s biscuit site in batley the visit arranged
in conjunction with improve the uk food and drink sector skills
council highlighted the career opportunities within the sector
wellbeing
northern foods believes that the health and wellbeing of its
employees can contribute to the health of the business it also
recognises that proactive management of this can help reduce
absence costs and improve productivity
across the group an increasing number of wellbeing initiatives
are taking place for example our green isle employees in
ireland benefit from annual medicals health screening sessions
cancer awareness activity and a subsidised sports and social
club similarly 700 health checks and the roll out of the ‘fit for life’
programme at solway foods our sandwiches and salads
business has increased employee health awareness currently 
9 of our 21 operating sites are running wellbeing initiatives 
and our aim over the next 12 months is to consolidate these
programmes and ensure the best practice is available for all
employees across the entire group 
employee sharesave scheme
to help align employees with the group’s performance
ambitions and to give all employees the opportunity of sharing
in planned future success the group launched the savings
related share option scheme in november 2007 this scheme
gives employees the opportunity to buy shares at a discounted
price and provides a simple way of saving the board allocated
ten million shares for this launch which was oversubscribed
indicating the high level of confidence that employees have 
in northern foods’ future
123
112
088
056
066
12 month rolling accident frequency rates
per hundred thousand hours worked
food industry average
30 corporate social responsibility report  northern foods plc
mar 04 mar 05 mar 06 mar 07 mar 08
130
120
110
100
090
080
070
060
050
040
030
020
000 supply chain impact
the group continues to recognise the potential impact it has 
on those in our wider supply chain we have contracts with
approximately 4000 suppliers and 75 of our raw materials are
purchased within the uk to maintain appropriate transparent
sourcing strategies we continue to champion best practice
through our farm assurance and agents  suppliers codes 
of practice we are founding members of sedex a secure web
based system on which companies can make data regarding
their labour standards at production sites available to trading
partners sedex is now the largest ethical trading database 
in the world active in 132 countries with over 18000 companies
participating strong collaboration between our technical and
procurement teams including auditing supports the maintenance
of these high sourcing standards
an updated labour policy finalised in june 2007 is now fully 
in place to ensure that agency staff including migrant labour
are sourced from selected licensed operators and that northern
foods’ commitments on the health and safety of its employees
are extended to our agency staff including the provision of 
full training 
food safety
having appropriate testing and audit procedures in place to
assure food safety and quality is core to the group’s proposition
northern foods’ nottingham based accredited central testing
laboratory conducts over 30000 tests every week with further
tests taking place on our sites and at external contract
laboratories
unique in the industry northern foods has dual accreditation
from the national body ukas for both our product testing and
site certification activities these sector leading standards were
reconfirmed in 200708 with not only accreditation maintained
but also continuous improvement demonstrated in national 
trials of laboratory competence in the detection identification
and enumeration of major food pathogens we have a 
100 performance maintained for three years
to support the continuous development of leading standards 
in the safe production of wholesome food the group continued
to share expert microbiological and technical knowledge with
key organisations such as the food standards agency fsa 
the cfa defra the british retail consortium and the ccfra
specifically northern foods supplied scientific guidance to the
cfa and in turn codex alimentarius the joint food  agricultural
organization of the united nationsworld health organization
food standards programme the codex is a series of food
standards and related texts that aim to provide a high level 
of consumer protection and fair practice in the international
trade of food and agricultural products
marketplace
our marketplace activities cover the 
group’s responsibilities to create food 
that is safe to eat reflects the healthy 
eating agenda and helps consumers 
make informed purchasing decisions 
we continued our work in this area in
200708 across both our branded ranges
and in conjunction with our retailer customers
recipe reformulation
in line with national policy to encourage healthy eating the
group continued its systematic reformulation of recipes to
reduce salt content initiated in 2004 as a result the group 
is on course to meet the national targets for salt reduction
ahead of the fsa’s 2010 schedule 
the group completed its removal of hydrogenated vegetable
oils hvos from all branded products and continues to work
with its customers to help them achieve their targets in this area
providing healthy choices
in line with our objective of providing a balanced range of
products aligned with the three macro trends of convenience
health and indulgence the group continued to provide healthy
eating options across the portfolio such as low fat alternatives
special allergen dietary needs vegetarian recipe dishes new
salad recipes and simple fish fillets
supporting informed purchasing
the group continued with its two year commitment to move 
all guideline daily amounts gda labelling to front of pack
initiatives such as the creation of a new identity for the fox’s
brand have supported this move and this work was completed
in july 2007 
the 2007 relaunch of the goodfella’s deeply delicious range
demonstrated how different streams of the healthy eating
agenda are being addressed recipe reformulation included 
a 16 reduction in saturated fat a 20 reduction in fat 
a 10 reduction in salt and confirmation that one third of the
recommended daily amount rda of calcium was included 
per serving gda labelling was moved to front of pack in
september 2007 and the recommended portion size is a
healthier ‘half a pizza’
conclusion
our aim during the year was to integrate
better our csr initiatives into our daily
activity and this has been achieved the
approach is delivering measurable benefits
in the reduction of energy packaging 
and waste as well as a greater focus on
employee development and community
commitment as ever there is much more 
to do and this will be the focus of our
activity in the coming 12 months
with a structured approach to the
responsibility agenda now firmly rooted 
in the management framework of the
group northern foods was pleased to 
be recognised in may 2008 for the second 
year running with a bronze rating in the
bitc ‘100 companies that count’ rankings
northern foods plc  corporate social responsibility report 31 1 anthony hobson chairman •‡
joined the board in 2002 and became chairman in 2005 he is
chairman of the sage group plc and a nonexecutive director
of hbos plc and glas cymru he was formerly group finance
director of legal  general group plc from 1987 to 2001 he
chairs the nomination committee
2 stefan barden chief executive
joined the board in 2006 and was appointed chief executive on
5 february 2007  he was formerly managing director of heinz uk
and ireland from 2003 to 2005 he has extensive experience of
the food industry having held roles with iceland mckinsey 
company and unilever he sits on the policy issues committee 
of the igd and is a director of improve the uk’s food and drink
sector skills council
3 jez maiden chief finance officer
joined the board in 2005 he was formerly group finance
director of british vita plc a position he held from 2002 prior 
to that he was director of finance of britannia building society
and group finance director of hickson international plc he is 
a nonexecutive director of yule catto  co plc and a fellow of
the chartered institute of management accountants
4 orna nichionna senior independent nonexecutive director •

†‡
joined the board in 2002 as a nonexecutive director she is 
the senior independent nonexecutive director of bupa and is 
a member of apax partners’ uk retail and consumer advisory
board and of eden mccallum’s advisory board she is chair of
the soil association and was formerly a partner of mckinsey 
company she is the senior independent director and chairs the
remuneration committee
5 david nish nonexecutive director •

†‡
joined the board in 2005 as a nonexecutive director he is group
finance director of standard life plc and was formerly executive
director infrastructure of scottish power plc and prior to that he
was group finance director of scottish power plc a position that
he held since 1999 he was formerly a partner of pricewaterhouse 
he chairs the audit committee
6 ronnie bell nonexecutive director •

‡
joined the board in 2005 as a nonexecutive director he was
formerly president of kraft foods europe until 2004 he is chairman
of milk link and is a nonexecutive director of ansell limited and
the edrington group limited 
7 tony illsley nonexecutive director •

†‡
joined the board in 2006 as a nonexecutive director he was
formerly chief executive of telewest plc until 2000 and has held
roles with pepsico and colgate palmolive he is chairman of
cachelogic ltd holds a nonexecutive position with gcap media
plc and is a trustee of the charity whizzkidz
8 carol williams company secretary
joined northern foods in 1990 she is head of legal and was
appointed company secretary in march 2005 she is a director 
of ci group services limited
• nonexecutive director

remuneration committee member
† audit committee member
‡ nomination committee member
board of directors and company secretary
1
56 7 8
23 4
32 board of directors and company secretary  northern foods plc directors’ report
the directors of northern foods plc ‘northern foods’ present
their annual report and the audited financial statements of the
company for the 52 weeks ended 29 march 2008 
principal activity
the principal activity of northern foods remains unchanged as
one of the uk’s leading food producers manufacturing a mix of
own label and branded products for retailers reporting under
three divisions chilled frozen and bakery the business operates
in five businesses primarily producing chilled ready meals 
chilled sandwiches  salads biscuits puddings and pizza
performance review 
during the year under review the group continued to expand 
and develop its core activities a detailed review of the business 
of the group and its activities including a list of the principal 
risks and uncertainties facing the group is set out in the
performance review on pages 8 to 25 the performance review
and chief executive’s report include details of expected future
developments in the business of the group 
profit and dividends
pretax profit before restructuring items for continuing operations
was £501m 200607 £400m and for discontinued operations 
was £nil 200607 £13m profit for the period was £345m 
200607 loss £225m
an interim dividend of 155 pence per share was paid to
shareholders on 31 january 2008 and the directors recommend 
a final dividend of 295 pence per share subject to shareholders’
approval which will be paid on 28 august 2008 to shareholders 
on the register on 8 august 2008 the total dividend in respect 
of the year amounts to 450 pence per share an increase of 
59 from last year in accordance with ifrs the final dividend 
has not been accrued in the results to 29 march 2008 
the northern foods employee share ownership trust the ‘esot’
holds ordinary shares in the company acquired in the market 
in order to meet obligations under the northern foods plc
performance share plan or to provide similar employee benefits
the trustees have waived their right to receive dividends in respect
of the ordinary shares held by the trust
acquisitions
on 19 october 2007  northern foods acquired the production
assets trade marks and licences for the upper crust tiffany and
mcdougalls frozen pastry brands the successful integration of this
business into our portumna site will benefit the new financial year
on 21 november 2007  northern foods acquired the entire issued
share capital of ethnic cuisine limited at 31 march 2007  ethnic
cuisine had gross assets of £139m and annual revenue of £240m
the acquisition of ethnic cuisine limited which is a supplier 
of chilled ready meals to j sainsbury plc and brake bros ltd 
will allow northern foods to consolidate its position in the ready
meals market and widen its existing ready meals customer base
it also supports northern foods’ future growth plans by acquiring
additional ready meals manufacturing capacity from existing
market providers
on 10 january 2008 northern foods acquired the chilled soup
manufacturing plant and fixed assets in grimsby of baxters food
group limited the acquisition will create a bespoke production
site for northern foods’ growing soup business
further details are provided in the performance review
share capital
details of the issued ordinary share capital of the company
during the year are set out in note 30 to the consolidated
financial statements during both the current and prior period 
the company did not issue any shares
during the year under review the company announced a share
buyback programme under the authority granted at the 2007
annual general meeting a total of 6056846 shares have been
purchased between 19 december 2007 and 29 march 2008 
for an average price of 87 4 pence per share and representing 
125 of the company’s issued share capital the shares will be
held in treasury at the forthcoming annual general meeting the
company will be seeking authority again to purchase its ordinary
shares the existing authority is for the purchase of up to 10 
of the company’s issued ordinary share capital 
during the year the esot acquired 3770000 of the company’s
ordinary shares for a total consideration of £4092269 in order to meet
future obligations under the company’s performance share plan
and other outstanding awards under the company’s share plans
information required by section 992 of the companies act 2006
the following provides the additional information required for
shareholders as a result of the implementation of the eu
takeovers directive into uk law
the company’s authorised share capital comprises ordinary
shares of 25p each nominal value all of the company’s issued
ordinary shares are fully paid up and rank equally in all respects
the rights attached to them in addition to those conferred 
on their holders by law are set out in the company’s articles 
of association the ‘articles’ a copy of which can be obtained 
on request from the company secretary
northern foods plc  directors’ report 33 directors’ report
continued
there are no restrictions on the transfer of ordinary shares or 
on the exercise of voting rights attached to them except i where 
the company has exercised its right to suspend their voting rights
or to prohibit their transfer following the omission of their holder 
or any person interested in them to provide the company with
information requested by it in accordance with part 22 of the
companies act 2006 or ii where their holder is precluded from
exercising voting rights by the financial services authority’s 
listing rules or the city code on takeovers and mergers
rules about the appointment and replacement of directors 
are set out in the articles and on page 37 of the corporate
governance report any director appointed to the board must 
be elected by ordinary resolution at the next general meeting
following their appointment changes to the articles must be
approved by shareholders passing a special resolution at a
general meeting the directors’ powers are conferred on them 
by uk legislation and by the articles
the directors’ authority to effect purchases of the company’s
shares on its behalf is conferred by resolution of shareholders 
and renewed annually at the company’s annual general meeting 
the company is party to significant agreements including
commercial contracts financial and property agreements 
which contain certain termination and other rights for the
counterparties upon a change of control of the company 
should the counterparties choose to exercise their rights under
the arrangements on a change of control such arrangements
would need to be renegotiated there are no agreements between
any group company and any of its employees or any director of
the company which provide for compensation to be paid to the
employee or director for termination of employment or for loss 
of office as a consequence of a takeover of the company other
than provisions that would apply on any termination of employment
the trustees of the esot may vote or abstain from voting shares
held in the trust in any way they see fit the esot currently holds
137 of the issued share capital of the company in trust for the
benefit of employees of the group
directors 
the following were directors of the company during the year
s barden
r j s bell
a j hobson
a k illsley
j k maiden
o g nichionna
d t nish
 nonexecutive directors
directors’ biographical details are set out on page 32
under the company’s articles and the provisions of the
combined code directors are required to stand for reelection 
at the third anniversary of their appointment under these provisions
a j hobson o g nichionna and d t nish are required to stand
for reelection at this year’s annual general meeting
the executive directors’ service contracts are referred to in 
the directors’ remuneration report set out on pages 42 to 53 
the executive directors’ service contracts are terminable by 
the company giving one year’s notice
other than service contracts no director has a material 
beneficial interest in any contract to which the company 
or any of its subsidiaries was a party during the year
details of the remuneration of individual directors and their
interests in the share capital of the company are shown 
in the directors’ remuneration report on pages 42 to 53
indemnity of directors and officers
the company’s articles include provisions for the indemnity 
of directors the company secretary and other officers of 
the company to the extent permitted by law this permits the
company to provide indemnities to cover defence costs in civil
and criminal proceedings the director employee or officer would
still be liable to pay damages and to repay defence costs to the
company if hisher defence was unsuccessful the company 
has executed deeds of indemnity for the benefit of each director
of the company in respect of liabilities which may attach to them
in their capacity as directors of the company or associated
companies these provisions are qualifying third party indemnity
provisions for the purposes of the companies act 2006 and
remain in force at the date of approval of this report copies 
of the deeds of indemnity are available to shareholders at the
company’s registered office
employees and employee involvement
northern foods takes its responsibilities to its employees 
seriously and places great emphasis on optimising the contribution
made by employees at all levels the company recognises the
value of its employees and seeks to create an energetic dynamic
and responsive environment in which to work it places considerable
importance on communications with employees which occur
throughout the organisation on both a formal and informal basis
the group’s policy is to provide opportunities for active participation
and personal development with the goals of motivating individuals
and helping them to enhance their skills and maximise their potential
the group is committed to
 providing equality of opportunity for all existing and potential
employees it aims to treat all of its employees fairly in every
aspect of employment
 ensuring that employees have access to information 
that enables them to contribute and participate fully 
in the group’s achievement of its objectives
 providing employees with clear and fair terms of employment
and competitive remuneration packages
34 directors’ report  northern foods plc supplier payment policy
it is the company’s policy that payments to suppliers are made 
in accordance with the terms and conditions agreed between 
the company and its suppliers provided that all trading terms 
and conditions have been met suppliers were paid on average
49 days from receipt of invoice in line with the company’s standard
payment terms 200607 44 days
research and development
throughout the year the company invested across the business
in product development and research further details are set out
in the performance review these costs comprise all directly
attributable costs necessary to create and produce new products
which are both brand new in design and those being modified
financial instruments
information on the group’s financial risk management objectives
and policies and on the exposure of the group to relevant risks 
in respect of financial instruments is set out under the heading
‘financing and treasury management’ on page 24 of the
performance review
auditors
in the case of each of the persons who are directors of 
the company at the date when this report was approved
 so far as each of the directors is aware there is no relevant
audit information as defined in the companies act 1985 
of which the company’s auditors are unaware and
 each of the directors has taken all the steps that heshe 
ought to have taken as a director to make himselfherself
aware of any relevant audit information as defined in the
companies act 1985 and to establish that the company’s
auditors are aware of that information
this confirmation is given and should be interpreted in accordance
with the provisions of section 234a of the companies act 1985
deloitte  touche llp acted as auditors for the 52 weeks ended
29 march 2008 and have expressed their willingness to continue
in office as auditors of the company a resolution proposing 
their reappointment will be submitted at the company’s annual
general meeting
annual general meeting 
the notice convening the company’s annual general meeting 
to be held at 1200 noon on monday 28 july 2008 at the 
thorpe park hotel 1150 century way leeds ls15 8zb is contained
in the circular sent to shareholders who requested a hard copy
together with this report and is also available on the company’s
website at wwwnorthernfoodscom
by order of the board 
carol williams
company secretary
27 may 2008
the company encourages involvement in the company’s
performance in a variety of ways including senior management
briefings and via the company’s intranet the philosophy 
of encouraging employees to contribute to the performance 
of the group is reinforced by a number of incentive schemes 
a new savingsrelated share option scheme was approved by
shareholders at the annual general meeting in 2007  the first
invitation aimed at maximising employees’ involvement and
interest in the success of the company as a whole through 
share ownership was successfully launched in november 2007 
further information about our employment practices and our
commitment to learning and development can be found in 
the corporate social responsibility report on pages 26 to 31
disabled persons
applications for employment by disabled persons are fully
considered bearing in mind the aptitudes of the applicant
concerned in the event of members of staff becoming disabled
every effort is made to ensure their employment with the group
continues and appropriate training is arranged it is the policy 
of the group that training career development and promotion 
of disabled persons should as far as possible be identical to 
that of other employees
substantial shareholdings 
at the date of this report the company had been notified of 
the following interests in 3 or more of the total voting rights 
in the issued share capital of the company 
 of total voting rights
standard life investments limited 1297
gam international investment management limited 7 53
odey asset management 7 45
fil limited 595
barclays plc and group companies 547
witmer asset management llc 509
legal  general investments limited 441
grantham mayo van otterloo  co llc 401
allianz se 400
corporate social responsibility 
northern foods is committed to improving the operational 
and environmental performance of the business details of 
the commitments it makes in the community environment
marketplace and workplace are set out in the corporate social
responsibility report on pages 26 to 31 
charitable donations 
during the year the group donated £60000 200607 £59600 
for charitable purposes it is group policy not to make political
donations and none were made during the financial year 
northern foods plc  directors’ report 35 corporate governance report
compliance
northern foods is committed to the highest standards of
corporate governance the board has overall responsibility for
corporate governance and is accountable to the company’s
shareholders for good governance
the directors recognise the importance of this responsibility and
can confirm that the company has complied fully throughout the
year with the provisions set out in section 1 of the 2006 combined
code on corporate governance the ‘combined code’ and 
the associated turnbull guidance as annexed to the financial
services authority’s listing rules other than in relation to code
provision c31 for part of the year anthony hobson nonexecutive
chairman was a member of the audit committee until his resignation
from the committee in november 2007  as chairman he is not
considered to be independent by the combined code following
his resignation the company now considers it is fully compliant 
this report describes the company’s governance policies and
explains how the company has applied the main and supporting
principles of the combined code
directors
the board
the board determines the strategic direction of the company 
and reviews its operating and financial position the board
ensures that the necessary resources are in place in order for 
the company to meet its objectives it has a schedule of matters
specifically reserved to it which can be amended only by the
board itself and which has been reviewed and updated during
the financial year under review
these matters include approval of the overall group strategy 
and financial policy membership of the board and its committees
acquisitions and divestments and major capital expenditure this
schedule is available on the company’s website all other matters
relating to the management of the company are delegated 
to the operating board within clearly defined limits of authority 
the board monitors the performance of management and aims
to ensure that the strategy policies and procedures adopted are 
not only in the long term interest of shareholders but also meet
the needs of northern foods’ customers employees suppliers
and the local communities in which it operates the operating
board is responsible to the board for developing the strategy 
and for the overall performance of the group and for managing
the group’s businesses as defined by the board
the board chaired by anthony hobson has seven directors
comprising two executive directors and five nonexecutive directors
the executive directors are stefan barden chief executive and
jez maiden chief finance officer orna nichionna is the senior
independent director the nonexecutive directors possess a
range of skills and experience and bring independent judgement
to bear on issues of strategy performance and resources that 
are vital to the success of the group the nonexecutive directors
have a particular responsibility to challenge constructively 
the strategy proposed by the executive directors to scrutinise 
and challenge performance and to satisfy themselves that the
group maintains a sound system of internal control to safeguard
shareholders’ investment and the company’s assets
attendance at board meetings and committees of the board
there were eight board meetings held during the year in addition
the chairman held two separate meetings with the nonexecutive
directors without the executive directors being present the
discussions held at these meetings covered board related 
issues including board structure and succession planning 
the nonexecutive directors also met once without the chairman
present to appraise his performance the board holds meetings
in london or leeds and at least one meeting each year is held 
at one of the operational sites
the table below shows the number of meetings of the board
audit remuneration and nomination committees held during 
the year and the number of meetings attended by each director 
the directors attended board and committee meetings wherever
possible unless personal circumstances prevented their
attendance as shown below 
number of 
meetings held
31 march 2007 to board
1
audit
2
remuneration
3
nomination
4
29 march 2008 83 7 1
number of meetings attended
s barden 88 na na na
r j s bell 88 na 77 11
a j hobson 88 22
5
na 11
a k illsley 88 33 77 11
j k maiden 88 na na na
o g nichionna 78 23 77 11
d t nish 88 33 57 11
notes
1 a j hobson is chairman of the board
2 d t nish is chair of the audit committee 
3 o g nichionna is chair of the remuneration committee 
4 a j hobson is chair of the nomination committee 
5 a j hobson resigned as a member of the audit committee on 
7 november 2007
the chairman is not a member of the remuneration and audit
committees but attends by invitation senior executives below
board level are periodically invited to attend board meetings 
to make presentations on their areas of responsibility 
chairman and chief executive 
there is a clear written division of responsibility between the
chairman and the chief executive the chairman is responsible 
for leadership of the board setting the agenda and ensuring its
effectiveness he is also responsible for ensuring that the directors
receive accurate timely and clear information and for effective
communication with shareholders the chairman’s other significant
commitments and any changes during the year are detailed in his
biography on page 32 the board is satisfied that the commitments
of the chairman outside the group are not such as to interfere with
the performance of his duties the chief executive is responsible
for operating the business and implementing the board’s strategies
and is supported in these matters by the operating board 
36 corporate governance report  northern foods plc one week prior to each scheduled board meeting the chairman
and the company secretary ensure that the directors receive all
relevant papers so that they are properly appraised of the company’s
current performance and information on any other matter which 
is referred to the board for consideration
there is a comprehensive induction process tailored to the needs
of the individual directors which is arranged by the company
secretary this includes meetings with management and external
advisors so that the new director receives an appreciation of the
activities of the group the key drivers of business performance
and the significant current issues visits to operational sites are
encouraged the training also covers the role of the board and 
its committees corporate governance practices and procedures
and the duties responsibilities and liabilities of a director of a
public listed company there have been no new appointments 
to the board in this financial year
additional training is arranged by the company secretary 
on a group or individual basis as needs arise for example 
when a nonexecutive director is appointed to a board committee
during the year in order to assist them in their duties the directors
received presentations on the developments in financial reporting
since march 2007 and the corporate manslaughter and homicide
act 2008 
board performance evaluation 
the performance of the board the chairman and its principal
committees is evaluated annually as in previous years this has
taken the form of obtaining completed detailed questionnaires
which have been extensively revised this year from all board
members analysing the responses and providing the opportunity
for directors to comment on any issues not covered directly by
the questionnaire the results of the evaluation were considered
by the board it was agreed that the results confirmed the
effectiveness of each director’s contribution each committee 
and of the board as a whole
orna nichionna senior independent director has analysed
responses to a detailed questionnaire designed to evaluate 
the performance of the chairman the results of the survey were
discussed with the executive and nonexecutive directors when
the chairman was not present the outcome of these discussions
confirmed that the performance of the chairman was effective
and that he continues to provide strong leadership to the board
the chairman assesses the performance of the nonexecutive
directors after consultations with the executive directors and 
the senior independent director 
reelection of directors
under the company’s articles of association all directors 
are subject to election by shareholders at the first opportunity
after their appointment and then to reelection at intervals of 
no more than three years retiring directors may offer themselves
for reelection
board balance and independence
the company complies with the requirement of the combined code
that there should be a balance of executive and nonexecutives
such that no one individual has unrestricted powers of decision
there is a succession plan approved by the board to ensure
continual review of the balance of skills and experience 
the board uses criteria to assist in arriving at its decision that 
the nonexecutive directors are independent these include
 a deep appreciation of the group’s business and activities so
that a thorough evaluation of information received can be made
 objective decision making after debate
 objective challenge of management
 a clear and consistent approach demonstrating that heshe
has the good of the group uppermost in hisher behaviour
when challenging others and defending hisher viewpoints
following the annual review of independence the board is of 
the opinion that all of the current nonexecutive directors are
independent by these criteria and are free from any relationship
or circumstance which could affect or appear to affect their
independent judgement david nish is the group finance director
of standard life plc which owned 1297 of the company’s shares
as at 27 may 2008 the company does not consider that this
affects his independence as his role at standard life does not
include direct responsibility for investment decisions 
influence is balanced within the board by virtue of a nonexecutive
senior independent director and a further three nonexecutive
directors whose skills and business experience are invaluable 
in constructively challenging and developing the group’s strategy
and direction 
appointments to the board
appointments to the board are the responsibility of the full board
on the recommendation of the nomination committee there is 
a formal rigorous and transparent procedure for the appointment 
of new directors which is made on merit and against objective
criteria the criteria are set by the nonexecutive directors and
include identifying any areas where skills are lacking and making
appointments to enhance the balance of skills and experience 
of the board 
the terms and conditions of appointment of nonexecutive
directors are available for inspection at the company’s registered
office during normal business hours and at the annual general
meeting for 15 minutes prior to and during the meeting 
information and professional development
all directors have unlimited access to information regarding 
the company and to the advice and services of the company
secretary whose appointment and removal requires the approval
of the board and they may obtain external advice as required 
at the expense of the company 
northern foods plc  corporate governance report 37 corporate governance report
continued
the directors standing for reelection by shareholders at this year’s
annual general meeting are anthony hobson orna nichionna and
david nish the combined code requires that any nonexecutive
director serving a term beyond six years should be subject to a
particularly rigorous review anthony hobson and orna nichionna
have both served two three year terms and as required were
subject to a rigorous review of their performance contribution 
and effectiveness in the board evaluation process a review of 
the results of the board evaluation took place in april 2008 where
it was concluded that both directors continued to make a valuable
and effective contribution to board decisions and that their
performance continued to demonstrate commitment to their roles
the biographical details of all the directors put forward for 
reelection are contained on page 32 of the annual report and 
in the explanatory notes contained in the notice of meeting
remuneration
remuneration is set out in the directors’ remuneration report on
pages 42 to 53 and the work of the remuneration committee is
set out on page 40 of this report
accountability and audit
financial reporting
the board is required to present a balanced and understandable
assessment of the company’s position and prospects this
responsibility extends to annual and half year reports and other
price sensitive reports the company is also required to present
interim management statements covering the first and third quarter
trading during each six months trading following implementation
of the transparency directive in january 2007  for the financial
year 200708 the company made two such interim management
statements in compliance with the regulations
the board is satisfied that it has met its obligations in presenting
a balanced and clear assessment of the company’s position 
and prospects this assessment is primarily provided in the
chairman’s statement the chief executive’s report and the
performance review contained in this report the statement of
directors’ responsibilities in respect of the financial statements 
is set out on page 54 
internal control and risk management
the board has overall responsibility for the company’s system 
of internal controls and for reviewing its effectiveness which 
covers all aspects of the business key risks are identified in 
the performance review on pages 8 to 25 and include strategic
commercial operational and financial risks these risks are
managed through a comprehensive internal control and risk
management system as outlined below 
underlying this process is the board’s aim to safeguard
shareholders’ investments and the company’s assets it also 
aims to ensure that proper accounting records are maintained
and that the financial information used within the business and 
for publication is accurate reliable and fairly presents the financial
position of the company and results of its business operations
in line with the turnbull report internal control guidance for
directors on the combined code turnbull the directors regularly
review the effectiveness of the group’s system of controls and 
risk management the directors believe that appropriate steps 
are being taken to embed internal control and risk management
further into the operations of the business and to identify
opportunities for improvement which come to the attention of
management and the board the system is designed to provide
reasonable not absolute assurance of effective operations and
compliance with laws and regulations
as part of its review process the board considers new and
emerging risks and also considers key external business drivers
such as market trends and competitive activity the board also
plays an important role in driving continuous improvement in the
management of risk by encouraging the sharing of best practice
across the business 
a summary of the principal control structure and processes 
in place across the group is set out below
control structure and processes
the board assesses key areas of internal control and risk
management and sets policy accordingly it tasks each business
to identify and document each significant risk and to implement
appropriate controls for that risk the board also requires the
businesses to manage monitor and report on the effectiveness 
of these controls 
the businesses are supported by appropriate corporate
management resources which provide the technical skills and
expertise needed to supplement the businesses’ own resource
and to provide overall assurance for the major areas of risk 
there are clearly defined lines of authority and accountability
the internal auditors have reviewed the overall approach adopted
by the company towards its risk management activities
the audit committee oversees both internal and external audit
procedures and monitors response to any significant control
issues raised 
roles and responsibilities for each area of identified risk are
outlined below
 strategic delivery through its regular meetings the board
assesses performance against objectives in doing so it
considers performance data and also considers external
dynamics such as shifting customer and consumer trends 
that could affect the delivery of these objectives
 health and safety the group’s health and safety team sets
strategy and risk management standards a detailed monthly
review process facilitates performance measurement against
targets governance is maintained through the coordination
and delivery of an operationally focused audit which complies
with health  safety executive guidance the group function
also provides a centre of excellence to support each business 
and site in working to defined risk management standards
38 corporate governance report  northern foods plc the central finance function obtains advice and provides
adequate insurance cover for major losses with appropriate 
levels of deductibles through a group programme with
external insurance brokers this cover is reviewed and
negotiated annually
financial and treasury management oversee the principal areas
of treasury risk including liquidity interest and currency risk 
 information technology the information services function
provides appropriate systems infrastructure and backup
services to the business
 legal provides and obtains advice on a full range of legal
issues across the group and ensures good title to properties
and intangible assets 
 corporate social responsibility the corporate social
responsibility director ensures that there are effective systems
in place for evaluating and managing social environmental
and ethical see risks further information is provided in 
the corporate social responsibility report on pages 26 to 31
review process 
an ongoing review process includes an assessment of internal
controls in particular internal financial controls it also includes
reports from the internal audit function as well as the external
auditor on matters identified in the course of its statutory audit work
businesses and specialist functions report by exception on any
matters arising during the year to the monthly performance review
meetings the results of formal half yearly internal reviews are
taken forward to the audit committee
the board is therefore able to confirm that there is an ongoing
process for identifying evaluating and managing the significant
risks faced by the group that it has been in place for the year
under review and up to the date of approval of these financial
statements that it is regularly reviewed by the board and that 
it accords with turnbull guidance 
audit committee and auditors
a principle of the combined code is that the board should
establish formal and transparent arrangements for considering
how it should apply the financial reporting and internal control
principles and for maintaining an appropriate relationship with 
the external auditors deloitte  touche llp these responsibilities
are delegated to and are discharged by the audit committee
whose work is described on pages 40 to 41
relations with shareholders 
dialogue with shareholders
the board attaches great importance to maintaining good
relationships with all shareholders who are kept informed of
significant company developments presentations are made 
of the half year and full year results briefings are given to analysts
and other meetings to discuss company direction are held with
institutional shareholders on a regular basis 
key improvement activities are defined and assistance
provided to aid the implementation of improvement activities
these activities include processes such as behavioural 
safety programmes safety training initiatives and site based
improvement project support networking is strongly supported
through the operation of an annual best practice award scheme
annual safety conference and the safety function contact
group activities
a dedicated risk management steering group identifies and
manages fire risk through site audits and the implementation 
of recommendations and standards together with sharing of 
best practice 
 talent management and human resources centrally driven
organisational capability reviews ensure that each of the
businesses and functions regularly reviews its existing
management capability and succession plans in the context 
of the company’s strategic plans
 food safety and quality the technical services team
assesses and approves raw material suppliers audits the
quality management systems in the group provides guidance
on compliance with food related and environmental legislation
sets technical standards and offers expertise on food science
and technology this expertise and governance is reflected 
in the independent accreditation of the team as ukas
certification body no199 and ukas testing laboratory no
2087  the dual accreditation has again continued without
interruption in 200708 a record that is unique to northern foods
 asset management and engineering contractors for building
engineering and professional services are approved by the
businesses’ engineering resource in conjunction with group
procurement and group health and safety
 procurement group procurement supports the businesses 
in identifying contracting and managing strategic supply
relationships it plays a key role in the group’s risk management
of external third party expenditure
 finance each business prepares detailed annual budgets
and strategic plans which are reviewed and updated on 
a regular basis weekly and monthly accounts are prepared 
for each business and performance is monitored against 
the original budget and updated forecasts the group’s chief
executive and chief finance officer meet on a formal basis
each month to review the performance of each of the
businesses with its managing director and finance director 
during the year capital expenditure planning budgeting 
and approval of expenditure was performed by executive
management up to an agreed level delegated by the full board
the internal audit function reviews the standard of internal
financial control and the accuracy of financial reporting
through a rolling cycle of audit visits under a programme 
of activity approved by the audit committee 
northern foods plc  corporate governance report 39 corporate governance report
continued
the chief executive and chief finance officer are closely involved 
in investor relations and report the views of major shareholders
back to the board investor meetings are arranged through 
the company’s broker ubs investment bank and others 
the chairman the senior independent director and other 
nonexecutive directors are available to meet major shareholders
whenever necessary and the chairman did so during the year 
all material information reported to the regulatory news services 
is simultaneously published on the company’s website affording
all shareholders full access to company announcements in
addition the company has introduced an electronic communication
facility to allow shareholders to receive information more quickly
and in a manner more convenient for them the company has
also taken advantage of provisions under the companies act
2006 which allows the use of the website to communicate 
with shareholders as an alternative to receiving hard copies 
a resolution to this effect was passed at the company’s annual
general meeting in 2007  it was implemented in november 2007 by
shareholders being offered the choice of receiving communications
from the company either via the website or by way of hard copy
constructive use of the annual general meeting
the board regards the annual general meeting which will 
be held on monday 28 july 2008 as an opportunity to
communicate directly with private investors wherever possible 
all directors attend the annual general meeting anthony illsley 
will not be attending this year’s meeting due to a previous
engagement a presentation is made to shareholders at the
meeting to facilitate greater awareness of the group’s activities
shareholders are invited to ask questions and are able to meet
the directors informally separate resolutions are proposed on 
each substantially separate issue and the number of proxy votes
cast for and against each resolution as well as the number of
votes withheld are announced to the meeting following voting 
on a show of hands a poll would be called on any resolution
where it was appropriate or required the company offers an
electronic voting facility to investors 
details of proxy voting by shareholders including votes withheld
are announced through the london stock exchange and are 
also placed on the company’s website
board committees
each board committee has written terms of reference which
define the role and responsibilities of the committees and are
reviewed annually the terms of reference of each committee 
are available from the company secretary or can be viewed 
on the company’s website
appointments to the committees are made on the
recommendation of the nomination committee but subject to
board approval membership of the committees is for periods 
of up to three years normally extendable by no more than two
additional three year periods the company secretary acts as
secretary to the board committees
nomination committee 
a j hobson chair
r j s bell
a k illsley
o g nichionna
d t nish
the committee meets as required to review the structure 
size and composition of the board during 200708 the committee
met once to consider the terms of appointment of directors
succession planning and board skill and balance due to the
changes in the composition of the board which occurred in 
the previous financial year no further changes to the structure 
of the board were considered desirable or necessary
when the need for a new director is identified the criteria 
in respect of the background and competencies of potential
candidates are approved by the board before the search is
started this specification is drawn up after consideration of 
the skills knowledge and experience of existing board members 
the committee also ensures that candidates have enough time
available to devote to the position search consultants have been
used extensively in the identification of new board appointments
the committee also reviews annually the need for succession
planning particularly for the chairman chief executive and other
key board positions and makes recommendations accordingly 
remuneration committee 
o g nichionna chair
r j s bell
a k illsley
d t nish
the remuneration committee which is chaired by the senior
independent director consists of the nonexecutive directors and
determines the broad policy and framework for the remuneration
of executive directors and senior managers no director is permitted
to be present when hisher own remuneration is being discussed
nor to vote on hisher own remuneration the committee also
determines the nature and scale of incentive performance
arrangements that encourage enhanced performance and 
which reward individuals in a fair and responsible manner for 
their contribution to the success of the business in setting the
remuneration policy for executive directors and senior managers
the committee also takes into account the reward policies for
managers generally 
an integral part of the role of the remuneration committee is to
carry out an appraisal of the performance of the chief executive 
audit committee
d t nish chair
a j hobson resigned 7 november 2007
a k illsley
o g nichionna
40 corporate governance report  northern foods plc internal controls and risk management
the committee reviews reports from internal audit at three
meetings during the year these reports consider the operation 
of and issues arising from the group’s internal control procedures
together with observations from the external auditors the committee
monitored the effectiveness of the group’s risk management process
which considers the key risks both financial and nonfinancial
facing the group and the effectiveness of the group’s controls 
to manage and reduce the impact of those risks
internal audit
it is the role of internal audit to advise management and the board
on the extent to which systems of internal control are effective 
and to provide independent and objective assurance that the
processes by which significant risks are identified assessed and
managed are appropriate and effectively applied the internal audit
plan which covers the scope authority and resources of the
function is determined through a structured process of risk
assessment and is approved by the audit committee the nature
and scope of the work of the internal audit team was reviewed 
and approved the reports of results received and the responses 
of management considered the plan set out at the beginning 
of the year was achieved and the outcome of the work was in 
line with expectations to ensure the independence of the internal
audit function the senior internal auditor has the right of direct
access to the chair of the committee and to the chairman of 
the board this right was not invoked in the year under review
external audit
the committee reviews auditor independence annually the
committee also monitors the cost effectiveness and objectivity 
of the external auditors to assist in ensuring independence the
role of the audit partner on the audit is rotated every five years
the provision of nonaudit services by the external auditors is
considered in line with the committee’s terms of reference during
the year the auditors also provided tax advice amongst other
services auditor objectivity and independence was safeguarded
through the use of a separate tax audit partner in addition the
auditors report annually on the actions taken to comply with
professional and regulatory requirements and on current best
practice required to ensure independence the audit committee
reviewed the external auditors proposed plan in november 2007
and their report of may 2008 and has considered the effectiveness
of the external audit
operating board 
during the year in line with the simplification of the business 
the northern foods’ operating board was restructured it now
comprises the chief executive the chief finance officer and five
managing directors with responsibility for the individual businesses
going concern 
the directors are satisfied that the company has adequate
resources to continue in business for the foreseeable future
accordingly the financial statements for the 52 weeks ended 
29 march 2008 have been prepared on the going concern basis
by order of the board
carol williams 
company secretary 
27 may 2008
the audit committee comprises three nonexecutive directors
each is considered to be independent as required by the
combined code a j hobson resigned from the committee 
on 7 november 2007 in order to comply with the provisions of 
the combined code which state that all committee members
should be independent the chairman is not considered to 
be independent under the combined code the chairman is
however invited to attend meetings of the committee
the main duties of the committee set out in its terms of reference
are to
 make recommendations on the appointment and remuneration
of external auditors and to monitor their performance
 approve and monitor the policy for nonaudit services
provided by the external auditors to ensure that the
independence of the auditors is not compromised
 review and advise the board on the company’s financial
statements its accounting policies and on the control and
mitigation of its financial and business risks
 review the nature and scope of the work to be performed 
by the external and internal auditors the results of their audit
work and of the response of management
 review and advise the board on the effectiveness of the
company’s internal control environment including its
‘whistleblowing’ procedures
d t nish took over the chair of the committee on his appointment
to the board he is a member of the institute of chartered
accountants of scotland and is group finance director of
standard life plc he is considered to have the recent and
relevant financial experience required for the provisions of the
combined code the other members of the committee have 
a wide range of business experience which is evidenced by 
their biographical summaries on page 32 
meetings
the committee invites executive directors management 
external and internal auditors to attend meetings as it considers
appropriate for the matters being discussed
work of the committee
during 200708 the audit committee met on three occasions 
and reported its conclusions to the board it met privately with 
the internal and external auditors without executives present 
it also met with executive management and executive directors
the committee discharged its obligations in respect of 200708 
as follows
financial reporting
during the year the committee reviewed the draft half year and
annual financial statements prior to board approval the committee
received a report from the external auditors setting out the
accounting or judgemental issues which required its attention 
the auditors’ reports were based on a high level review 
half year report and a full audit annual report respectively
the committee has also advised the board on accounting
policies disclosure and controls 
northern foods plc  corporate governance report 41 directors’ remuneration report
1 introduction
the board has prepared this report in accordance with the
requirements of schedule 7a to the companies act 1985 
the report also meets the relevant requirements of the revised
combined code on corporate governance issued by the
financial reporting council ‘the combined code’ and is
prepared for the 52 weeks ended 29 march 2008
this report to shareholders sets out the remuneration policy and
explains the policy under which the executive and nonexecutive
directors and management team were remunerated for the 52 weeks
ended 29 march 2008 it also provides details of the salary
incentives share and pension interests of all the directors for the
year and subject to ongoing review by the remuneration committee
outlines remuneration policy for the forthcoming and subsequent
years a resolution to approve the report will be proposed at the
annual general meeting of the company
the auditors are required to report to the company’s members 
on the audited element of the directors’ remuneration report and
to state whether in their opinion that part of the report has been
properly prepared in accordance with the companies act 1985
unaudited information
the information in this following section of the remuneration report
has not been audited by the company’s external auditors
2 remuneration committee
the remuneration committee is a committee of the board and 
the members all of whom are independent during the year were
o g nichionna chair r j s bell d t nish and a k illsley details
of attendance for the committee are provided in the corporate
governance report on page 36 at the invitation of the chair of the
committee the chief executive the chief finance officer and group
hr director attend committee meetings to provide background
and context on matters relating to executive remuneration 
a j hobson is not a member but attends the committee 
by invitation the secretary to the committee is c williams
company secretary
the role of the remuneration committee is to approve implement
and keep under review the remuneration policy and practice of
the group and specifically to 
 agree with the board the framework and the value of 
the remuneration of the chairman executive directors and
senior managers
 agree the terms of the executive directors’ and company
secretary’s service contracts and remuneration
 determine the nature and scale of short and long term
performance incentive arrangements that drive high
performance whilst rewarding individuals in a fair and
reasonable manner for their contribution to the success 
of the group
in undertaking this role the committee considers remuneration
policy and rewards across the company and not just at board level
the committee has been formally delegated the authority by the
board to establish policy in respect of all terms of employment 
for executive directors no individual plays a part in any discussion
about his or her remuneration
it is the role of the committee to ensure that the group’s
remuneration policy and framework provides competitive reward
for its executive directors and other senior executives taking 
into account the company’s performance the markets in which 
it operates and pay and conditions elsewhere in the group
the board believes that a properly constituted remuneration
committee is essential in establishing a system of remuneration
which clearly aligns the interests of executive directors and senior
managers with those of shareholders and links incentives 
to improvements in the absolute performance and relative
competitiveness of the company the committee’s terms 
of reference are published on the company’s website
3 advisers to the remuneration committee
strategic remuneration acted as independent executive
remuneration adviser to the committee up to and including 
17 august 2007  during 2007 the committee engaged the services
of new bridge street consultants llp to provide advice in the
formulation of executive remuneration packages and it has been
formally retained as remuneration adviser to the committee 
new bridge street consultants has been acquired by hewitt
associates limited and now trades as hewitt new bridge street
‘hnbs’ hnbs provided no other services to the company
however hewitt associates limited is the appointed scheme
actuary to the principal northern foods uk pension schemes
hnbs operates separately from the rest of hewitt and there 
are provisions in place to ensure that there is no crossover of
information between the two teams the committee retained 
dla piper uk llp as solicitors to advise on matters relating 
to directors’ contracts and specific employment law advice 
the committee appointed pinsent masons llp to provide advice
regarding the principal northern foods uk pension schemes 
the committee identified no conflict in the nature of the services
provided by its advisers the terms of business of hnbs 
dla piper uk llp and pinsent masons llp are available 
from the company secretary
4 remuneration policy
to deliver its objective of creating real increases in shareholder
value relative to its peers the company needs to attract and
retain the most talented and committed people and create the
right employment conditions and reward opportunities for them
the company’s remuneration policy is designed to support 
the recruitment motivation and retention of such high calibre
employees remuneration is considered within the context of the
sector of which the company is a part and the wider ftse 350
community where the company competes for talent the sector
includes companies operating as fast moving consumer goods
fmcg companies
42 directors’ remuneration report  northern foods plc the committee fundamentally reviewed the company’s remuneration
policy in 200405 this review detailed in the annual report for that
year set the objectives such that the remuneration of executive
directors and senior executives should be directly linked to the
delivery of strategic objectives which are closely aligned with the
interests of shareholders the policy includes the introduction of
differentiated rewards according to performance based on the
introduction of rigorous individual performance measures against
the delivery of these strategic objectives this practise of linking
pay to performance was implemented for the first time in 200506
during 2007  the committee reviewed the balance between fixed
and variable compensation for senior executives accordingly 
a significant proportion of the remuneration package now depends
on the attainment of demanding performance objectives both
short and long term the annual bonus scheme is designed to
incentivise and reward the achievement of demanding financial
and business related objectives long term share based incentives
are designed to align the interests of executive directors and other
senior executives with the longer term interests of shareholders by
rewarding them for delivering sustained increased shareholder value
in agreeing the level of base salaries and the performance related
elements of the remuneration package the committee considers
the potential maximum remuneration that executives could receive
the committee reviews the packages and varies individual
elements when appropriate from year to year the policy continues
to be to reward senior managers at the relevant midmarket level
for on target performance whilst delivering competitive rewards
for outstanding performance
5 remuneration policy for 
nonexecutive directors
nonexecutive directors are appointed for an initial term of three
years with the expectation that subject to satisfactory performance
they will be invited to serve a second and third three year term 
the dates of the chairman’s and current nonexecutive directors’
letters of engagement the dates on which their appointment 
took effect and the current expiry dates are as follows
date of effective date expiry date
commencement of current term of current term
r j s bell 1 sep 05 1 sept 05 31 aug 08
a j hobson 28 may 02 28 may 05 27 may 08
a k illsley 2 oct 06 2 oct 06 1 oct 09
o g nichionna 28 may 02 28 may 05 27 may 08
d t nish 1 jul 05 1 jul 05 30 jun 08
both a j hobson and o g nichionna have been offered and have
accepted a further three year term of engagement with a date 
of commencement of the 28 may 2008 expiring on 27 may 2011 
d t nish whose letter of engagement expires on 30 june 2008
will be offered a further three year term of engagement
the appointments of the chairman and the nonexecutive
directors may be terminated by the company on six months’
notice and by the relevant directors on three months’ notice 
no compensation is payable by the company on termination 
of an appointment with due notice
northern foods’ policy regarding nonexecutive directors’ fees
takes into account the need to attract individuals of the right
calibre and experience and reflects the responsibilities and time
commitments of the role fees for the nonexecutive directors 
are reviewed annually on the recommendation of the executive
directors and are then subject to approval by the board fees 
are set with regard to a range of external information for equivalent
companies there are no other emoluments for nonexecutive
directors except where the company meets authorised expenses
incurred on the company’s activities they are not eligible for
pension scheme membership and do not participate in any 
of the company’s annual or long term incentive schemes 
fees were reviewed in october 2006 and a decision was taken 
to defer any increase to 1 june 2007  at this date the basic fees 
of the nonexecutives directors were increased with the exception
of the chairman who received no increase any future revisions 
of fees will come into effect on 1 june each year
6 remuneration policy for executive directors 
the remuneration committee aims to ensure that the company’s
executive directors are fairly rewarded for their individual
contributions to the group’s performance the committee’s policy
is to offer differentiated remuneration packages clearly linked to
both individual and business performance which are capable 
of attracting retaining and motivating executive directors of high
calibre providing both short and long term focus for the business
the approach is designed to ensure that the company is managed
effectively to the benefit of shareholders and will create real increases
in shareholder value 
the committee seeks to align the remuneration of executive
directors with that of the wider northern foods senior management
team the committee’s objective is to achieve a structured and
balanced remuneration package 
the committee believes that a significant proportion of the total
remuneration of an executive director should be performance
related accordingly a rigorous approach has been adopted to
the assessment of individual performance whereby significant
emphasis is placed upon the individual’s contribution to the
group’s overall performance this is to ensure that the remuneration
package for executive directors is aligned closely with shareholder
interests and individual performance 
the four main components of the ongoing remuneration package
for executive directors and senior management in 200809 are
 basic annual salary targeted at market median although 
it is recognised that it may be necessary to pay above this 
to attract sufficiently high calibre executives
 an annual incentive plan based upon the delivery of annual
operating plans for the group and individual strategic
objectives described in performance contracts
 participation in long term incentive plans based upon the
delivery of sustainable high performance
 pension and other benefits
northern foods plc  directors’ remuneration report 43 directors’ remuneration report
continued
the balance of the fixed and variable pay at current value for
200809 exclusive of pension and benefits is illustrated below 
for the two executive directors the table is a theoretical model
and assumes that on target group performance is achieved for
short term incentives and the director’s individual performance
and that long term incentives are valued at an expected value 
of 55 of the initial value at the time of grant 
basic annual long term
salary as a bonus as a incentives as a
proportion of proportion of proportion of
performance remuneration  remuneration  remuneration 
s barden on target 440 197 363
maximum 286 286 429
j k maiden on target 440 197 363
maximum 286 286 429
61 salary
salaries of executive directors are reviewed annually taking into
account information from independent sources for comparable
roles in the industry and in other selected quoted companies
reviews also reflect the individual’s responsibilities performance
and development and the group’s performance basic salary is
the only pensionable remuneration
the executive directors’ current salaries effective as at 1 april 2008
before salary sacrifice in relation to pension builder membership
and nonpensionable salary supplements in lieu of pension
contributions are 
basic salary as at 1 april 2008
s barden £475000
jkmaiden £326500
for s barden this represents an increase of 56 over the prior year
for j k maiden this represents an increase of 3 
62 annual incentive plan
the remuneration committee believes that achieving annual
performance targets is a high priority for the executive directors
incentive targets for executive directors are set each year by the
committee to take account of current business plans
the annual incentive plan drives differentiation in the level of award
based upon the individual’s contribution to group performance 
the target incentive for an executive director is 45 of basic salary
for on target performance in line with the group’s ethos of pay 
for performance in the case of exceptional individual performance
and group results significantly above operating plan the executive
can expect to receive an incentive payment up to a maximum of
100 of basic salary representing a significant increase in reward
in return for over achievement
under the annual incentive plan 80 of annual bonus opportunity
is linked to group financial targets in the form of profit before tax
and restructuring items the other 20 is directly related to the
committee’s assessment of the directors’ individual performances
against their personal performance contracts these contracts 
are set at the start of the financial year and contain six individual
performance targets achievement of which is integral to the
performance of the business these are considered appropriately
stretching by the committee following the introduction of the
performance share plan 2007 psp from 200708 all awards 
under the annual incentive plan will be settled in cash 
the level of profit before tax and restructuring achieved in 200708
of £501m was below that required for a maximum bonus for 
the profit element of bonus but above the ontarget level the
committee also determined that the individual performance
measures had been met
the targets set for 200809 continue to be made up of financial
business and individual performance measures the financial
element is set in terms of profit before tax and restructuring items
performance versus operating plan the business and individual
elements comprise a number of commercially sensitive strategic
objectives for each individual and the executive team the
performance targets selected are considered appropriately
stretching by the committee
63 long term incentive share plans
the company’s long term incentive policy has been developed 
to reflect market practice and to provide long term management
focus and motivation creating a clear link between sustainable
business performance and an executive’s reward the committee
believes that a significant element of executive remuneration
should be linked to the delivery of long term returns for shareholders
during 2007 the committee introduced and shareholders approved
the psp details set out under 633 below to act as the primary
vehicle for the delivery of long term incentives across the group
this approach will continue into 200809 and remains the only
long term incentive plan used on an annual basis the executive
share option plan 2004 set out in 631 below will be retained for
use in exceptional circumstances for example on recruitment 
631 executive share option plan 2004
participation in the company’s executive share option plan 
is at the discretion of the committee the plan comprises an 
hm revenue  customs approved section and an unapproved
section options are generally exercisable in the seven year 
period following the third anniversary of grant and before the tenth
anniversary provided that the executive remains in employment
and subject to satisfaction of the performance condition should
an employee leave the organisation by virtue of redundancy 
or retirement the requirement under the performance condition
remains in place company performance is measured on a 
prorated basis to assess the extent to which it has been met 
the performance condition for existing awards under the plan
requires that for grants with a market value of up to one times
salary the real growth in adjusted earnings per share is greater
than 3 per annum over the three year performance period
before the options can be exercised in the event that the
committee makes grants with a market value of greater than one
times salary the proportion of the award above this level that will
vest is assessed by reference to a vesting scale detailed below
 4 real annual growth in earnings per share allocations
between 100–149 of salary vest
 5 real annual growth in earnings per share allocations
between 150–199 of salary vest
 6 real annual growth in earnings per share allocations 
at 200 of salary vest
44 directors’ remuneration report  northern foods plc the performance will be assessed by comparing the adjusted
earnings per share growth to the growth in the retail price index
rpi over the three year performance period if the performance
condition is not met at the end of three years there is no facility
for retesting
632 long term incentive plan 1997 ltip
this scheme has now expired and has been replaced by the 
psp as such no further awards can be made under the plan 
under the ltip the committee has awarded shares in the company
to senior management conditional upon the achievement of
corporate performance targets over a fixed period of three years
vesting of the ltip is triggered by achieving two independent sets
of performance conditions with 50 of the vesting conditional
upon each set as follows
 a measure of the company’s relative market performance 
as assessed by growth in total shareholder return tsr
against a selected group of comparable companies from 
the constituents of the ftse food producers index and
 a return on capital measure used as an absolute measure 
of company performance the committee determined return
on capital as a strategic priority for realising growth in
shareholder value
shares awarded under the ltip are retained in trust on behalf of
the participants for a further two years following vesting during this
retention period the participants will be entitled to dividends on the
shares and to instruct the nominee how to vote at the end of the
retention period the shares will be transferred to employees from
the northern foods employee share ownership trust the ‘esot’
6321 total shareholder return
vesting of 50 of the ltip is triggered by comparing the growth 
in tsr in terms of share price growth and dividends to that of the
tsr of the companies comprising a selected group of comparable
companies from the ftse food producers all share index 
the committee selected relative tsr as a measure that reflects
corporate performance relative to companies with similar
characteristics and subject to similar market conditions 
the comparable group companies chosen by the remuneration
committee for the award in july 2006 were
arla foods plc
cranswick plc
dairy crest plc
premier foods plc
rhm plc
robert wiseman dairies plc
uniq plc
 removed following delisting of the relevant securities
the proportion of the award that will vest is assessed by reference
to a vesting scale if the group’s performance is ranked below 
the median this part of the conditional award will lapse where the
company is placed at the median or above the maximum number
of shares available for vesting will be calculated on a straight line
basis with 20 of the conditional award being available when 
the company is placed at the median and the maximum of 
50 of the award being available where the company is placed 
in the upper quartile
6322 return on invested capital roic
the proportion of the award that will vest is assessed by reference
to a vesting scale potential vesting of this proportion of the ltip 
is triggered by the achievement of a minimum growth in roic 
of 100 basis points over three years measured against a base
year if the minimum target is not achieved this part of the
conditional award will lapse
the maximum number of shares available for vesting will be
calculated on a straight line basis with 7 5 of the conditional
award being available if the company achieves growth of 100
basis points and a maximum of 50 of the award being available
where the company achieves growth of 200 basis points
for the purpose of determining any reward roic is defined 
as profit from operations before restructuring items adjusted 
to exclude any nonservice charge element of pension costs
divided by average invested capital average invested capital is
calculated as the sum of net equity adjusted to exclude retirement
benefit obligation net of deferred tax thereon net debt and
accumulated goodwill previously written off
in response to any significant events including material trading
events the committee may at its discretion amend the performance
conditions to reflect these changes 
633 performance share plan 2007
as part of the development of the group’s senior executive
incentive strategy and in order to further align the interests of
executives and shareholders through the use of greater variable
reward the committee introduced the new psp in 200708 
in terms of quantum participants may be granted annual awards
over shares in the company worth no more than 200 of base
salary in practice the committee intends to operate within a 
limit of 150 of salary for awards made under the psp 
the committee believes that the performance conditions for the
psp reinforce the alignment of the interests of senior executives
with those of shareholders the benefits available to senior
management participating in the psp only accrue to them when
the company has delivered significant benefits to shareholders
over a fixed three year period awards vest three years after 
grant subject to the extent to which demanding performance
conditions have been achieved by the end of a single three year
period two performance conditions determine the vesting of
awards these are based on growth in the company’s roic 
and its absolute tsr performance each determines the vesting 
of one half of each award
northern foods plc  directors’ remuneration report 45 directors’ remuneration report
continued
6331 return on invested capital 
the proportion of the award that will vest is assessed by reference
to a vesting scale as follows
percentage of the total number
growth in roic over the of performance shares under
performance period an award that will vest
less than 100 basis points 0
100 basis points 7 5
between 100 basis points straight line vesting between
and 200 basis points 7 5 and 50
200 basis points or more 50
roic is defined above in section 6322
in response to any significant events including material trading
events the committee may at its discretion amend the performance
conditions to reflect these changes in addition the roic element
will only vest if the committee is satisfied that the investment level
over the performance period was appropriate for ensuring the
business’ long term growth
6332 total shareholder return
in order to focus executives on delivering outstanding returns to
shareholders the committee has decided to set the tsr targets
in terms of improvement measured from the company’s share
price averaged over the three months immediately prior to the
beginning of the financial year the targets for the first awards
during 200708 under the psp were as follows
percentage of the total number
tsr at the end of the of performance shares under
performance period an award that will vest
less than 30 growth 
from an effective base of £124 
this is equivalent to a share price 
plus dividends of £161 nil
30 growth 7 5
between 30 growth straight line vesting between
and 80 growth 7 5 and 50 
growth of 80 or more 
equivalent to a share price 
plus dividends of £223 or more 50
awards made in 200809 will be subject to a similar tsr performance
condition with tsr performance again measured by reference 
to growth from the company’s average share price over the three
months prior to the beginning of the 200809 financial year
percentage of the total number
tsr at the end of the of performance shares under
performance period an award that will vest
less than 30 growth 
from an effective base of £091 
this is equivalent to a share price 
plus dividends of £119 nil
30 growth 7 5
between 30 growth and straight line vesting between
80 growth 7 5 and 50 
growth of 80 or more 
equivalent to a share price 
plus dividends of £164 or more 50
the tsr will be calculated using the closing return indices over
the final three months of the performance period 
in addition the tsr element will only vest to the extent that the
committee is satisfied that the company’s tsr over the period is
reflective of the underlying financial performance of the company
awards vest on a change of control or cessation of employment
under ‘good leaver’ provisions subject to the performance
conditions having been met prorata and are normally reduced 
to reflect the shortened performance period
64 award of matching shares to s barden
as part of the terms of his recruitment as chief executive and as
disclosed in last year’s annual report the committee approved 
a share award agreement between the company and s barden
providing the opportunity to purchase shares in the company
worth up to 100 of his salary and in return receive an award 
of matching shares of up to three shares for every one share
purchased at the time of the matching award on 4 june 2007  
s barden held 351110 shares in the company and therefore was
awarded 1040460 additional shares half of the matching award
will vest on the third anniversary of grant with the other half 
vesting on the fourth anniversary of grant to the extent that the
performance conditions are met and providing s barden retains
the purchased shares and remains employed by the group 
to the extent that the award vests the relevant shares will be
delivered free of charge but to the extent that it does not vest 
in part or in full it will lapse the matching award was granted
pursuant to the exemption from the need for prior shareholder
approval contained in listing rule 942 the delay in granting the
matching award was due to regulatory restrictions the matching
award is nonpensionable and nontransferable other than on death
46 directors’ remuneration report  northern foods plc the performance conditions attached to the matching award 
are the same as those that apply to the first psp award detailed
above save that threshold vesting of the tsr element will not
occur unless the company achieves growth in tsr of 35 over
the relevant period the committee felt that since this award is 
a one off the targets applying to vesting at threshold should be
more demanding if s barden ceases employment with the group
before the fourth anniversary of grant the outstanding part of 
the matching award will lapse unless he leaves in certain ‘good
leaver’ situations in this event it will vest on cessation or if the
committee so decides the normal vesting dates to the extent the
performance condition is met at the relevant time this would be
subject to time prorating to reflect the period of time between 
the date of grant and the date of cessation rounded up to the
next whole year relative to the period of three years unless the
committee concludes in its discretion that it is not appropriate 
to apply the prorata reduction on a change of control or winding
up of the company the award will vest early to the extent that 
the performance conditions are met at that time and unless the
committee decides otherwise subject to time prorating to reflect
the period between the grant date and the relevant event on the
basis set out above the award may also vest on this basis in the
event of a demerger special dividend or other similar event which
in the committee’s opinion materially affects the price of the
company’s shares
the award will not unless the committee decides otherwise 
vest on an internal reorganisation but will instead be exchanged
for an equivalent award over shares in the new holding company 
the award will not confer any shareholder rights on s barden until
it vests except that he will be entitled to a payment in cash andor
shares at the discretion of the committee shortly after vesting to
reflect the dividends that would have been paid on those shares
assuming such dividends were reinvested in further shares at the
closing price on the relevant exdividend dates in the event of any
variation of the company’s share capital or any other event which
materially affects the price of the company’s shares the award
may be adjusted as the committee sees fit the terms of the
award may be amended in such manner as he and the committee
may agree provided that amendments to his benefit may only 
be made with the prior consent of shareholders the committee
confirms that the matching award was felt to be necessary 
to facilitate the recruitment of s barden as chief executive and 
to honour commitments made to him on such recruitment
65 deferred share bonus plan 2006 dsbp
the dsbp was introduced in june 2006 and fully disclosed in 
last year’s annual report so as to incentivise and retain the key
talent necessary to drive the specific performance improvements
required to deliver the business strategy at that time the dsbp
provided approximately 40 senior executives with an award of
shares with a value up to 100 of base salary at the prevailing
market price of 8175 pence per share on the 13 july 2006 these
shares will be satisfied by the transfer of existing shares held in
trust after the vesting date in july 2009
the executives now need to remain in the employment of the
group for the required two year period until 31 may 2009 before
any share awards vest during this time awards will be subject 
to normal forfeiture policies however awards may be retained
under ‘good leaver’ provisions although shares will not transfer
until july 2009 awards include a dividend equivalent which will be 
paid on vesting no further awards can be made under this plan
66 savingsrelated share option scheme
the company introduced an hm revenue  customs approved
savingsrelated share option scheme for all employees during
200708 this sharesave scheme the ‘scheme’ is open to all
employees subject to eligibility including executive directors
options are normally exercisable after either three or five years
from the date of grant the price at which options were offered
was not less than 80 of the middle market price on the dealing
day immediately preceding the date of invitation in accordance
with hm revenue  customs requirements there were limits on
the number of shares which could be issued under the scheme
in addition the use of new issue shares under the scheme is
limited to 10 of the issued share capital of the company taking
account of shares issued or to be issued under any other company
employee share schemes over the previous ten year period 
employees were invited to participate in the scheme following 
the announcement of the half year results in november 2007  
there was strong demand across the workforce for the scheme
with take up exceeding the ten million shares made available by
the board of directors this resulted in the scheme becoming
oversubscribed and under the rules of the scheme necessitated
a scale back of 11 the committee believe that the success of
the scheme is a clear indication both of the confidence felt in
and the commitment to northern foods across the workforce
67 executive shareholding 
executives’ interest in both relative and absolute share price
performance is important and this is facilitated by share schemes
and the encouragement to build a significant personal shareholding
in the company 
the company has introduced a policy requiring the executive
directors to build a significant level of shareholding it is the view 
of the committee that the act of building and maintaining a
substantial shareholding in the company creates a strong
alignment of interest between shareholders and executives 
671 minimum shareholding requirements
the company’s minimum shareholding policy requires the
retention of a value of shares as follows
 300 of basic salary for the chief executive
 200 of basic salary for other executive directors
northern foods plc  directors’ remuneration report 47 directors’ remuneration report
continued
executives are expected to retain all shares acquired through
share option plans long term incentive plans or deferred share
plans other than those sold to meet income tax and national
insurance contribution nic liabilities until the required minimum
shareholding is achieved 
the numbervalue of shares required as the target is fixed for
each year no purchases are required to respond to share price
falls during the year
68 benefits
in addition to basic salary all the executive directors receive
certain benefits principally a car or car allowance private medical
insurance and a pension
681 pensions
executive directors are members of the northern foods pension
builder scheme ‘pension builder’ their dependants are eligible
for dependants’ pensions and the payment of a lump sum in 
the event of death in service 
for all employees including the executive directors appointed
after 22 march 2005 the pension arrangements provided by
pension builder for pension on retirement at age 65 are based
upon a career average accrual of either
 125 of annual salary per annum revalued before retirement
by inflation up to 50 with an employee contribution of 60 or
 10 of annual salary per annum revalued before retirement 
by inflation up to 50 with an employee contribution of 45
this scheme has an optional salary sacrifice arrangement no
payments to directors other than basic salary are pensionable 
following the removal of the pension’s earnings cap and the
introduction of the lifetime allowance under the finance act 2004
with effect from 6 april 2006 the company provides executives
who hold pension benefits in excess of the lifetime allowance 
with the following options
 continue to accrue pension under pension builder subject 
to the recovery charge or
 a cash alternative paid on a monthly basis reflecting the
company’s long term contribution rate to pension builder 
the cash alternative for executive directors who are members
of pension builder will be 10 of basic salary
in addition to the benefits he receives through his participation 
in pension builder j k maiden also receives a nonpensionable
cash supplement of 20 of salary
69 additional directorships
executive directors are encouraged to hold one nonexecutive
directorship in a listed business in a noncompeting sector 
fees for such directorships are retained by the executive director
j k maiden chief finance officer was appointed a nonexecutive
director of yule catto  co plc on 20 august 2007  his fee for this
appointment during 200708 was £1226923
610 directors’ contracts
it is the company’s policy that executive directors should have
secure agreements providing for a maximum of one year’s notice
the contract of j k maiden is subject to one year’s notice by
either party s barden’s contract is terminable upon six months
notice by him and one year’s notice by the company
in the event of early termination the contract of j k maiden
provides compensation up to a maximum basic salary company
car private medical insurance outstanding holiday and pension
for the notice period in the event of early termination the contract
of s barden provides for compensation up to a maximum of basic
salary car allowance private medical insurance outstanding
holiday and pension benefits are not included in the payment
the details of the contracts are summarised in the table below
table 1 date of contract notice period
s barden 30 may 2007 12 months by the company
and 6 months by sbarden
jkmaiden 5 sept 2005 12 months
to protect the interests of the company and its shareholders 
the executive directors’ contracts contain restrictive covenants 
the principal terms of which prevent the executive directors
 undertaking work for direct competitors either during 
their employment with the company or within six months 
nine months in the case of s barden of their employment
terminating without the express permission of the board
 enticing away from the group individuals or customers with
whom the executive directors had dealt in the 12 months 
prior to termination and
 enticing away from the group or employing senior or middle
managers from within the business with whom the executive
directors had direct contact or knowledge in the 12 months
prior to termination
48 directors’ remuneration report  northern foods plc p a o’driscoll resigned from the board on 1 february 2007  
as disclosed in the 200607 annual report the board agreed 
that in the event that she had not secured new employment 
on or before 1 november 2007  she would be eligible to receive a
payment of £158183 equivalent to three months salary and pension
p a o’driscoll did not secure employment prior to the agreed date
and as such a payment was made and she continued to have
use of a company car until 1 february 2008
7 performance graph
in accordance with the requirements of schedule 7a to the
companies act 1985 the graph opposite shows the company’s
five year performance measured by tsr compared with the
performance of the ftse 250 index also measured by tsr
the ftse 250 index has been selected as an appropriate
comparison because it represents a broad equity market index 
of which northern foods is a constituent
tsr measures share price growth with any dividends deemed 
to be reinvested gross on the exdividend date the tsr shown 
is based on daily spot prices
tsr performance index comparison
northern foods tsr compared to ftse mid 250 – 
1 april 2003 to 1 april 2008
northern foods plc  directors’ remuneration report 49
audited information
the information in this following section of the remuneration report has been audited by the company’s external auditors
8 directors’ remuneration and pension entitlements
81 emoluments
table 2 shows an analysis of the salary benefits and bonus elements of remuneration for the individual directors who held office during
the 52 weeks ended 29 march 2008 pension entitlements are shown in table 3 and interests under the company’s long term incentive
plan and deferred share plan are disclosed in the sections covering share awards on pages 50 to 52
accrued compensation
salary annual for loss
fees benefits bonus of office total total
table 2
200708 200708
1
200708 200708 200708 200607
directors’ remuneration £££££ £
executive directors
s barden
2
437700 747 397800 – 836247 526576
j k maiden
2
361380 24614 264378 – 650372 559781
p a o’driscoll resigned 1 february 2007 – – – 158183 158183 756521
nonexecutive directors
r j s bell
3
36458 – – – 36458 35000
a j hobson 142000 – – – 142000 142000
a k illsley
3
36458 – – – 36458 17 500
o g nichionna
3
47792––– 47792 43000
d t nish
3
43292––– 43292 41000
notes to table 2
note 1
benefits include medical insurance and company car
note 2
the salaries are net of salary sacrifice in relation to pension builder membership the salary paid to j k maiden includes a nonpensionable
salary supplement in lieu of pension contribution of £63400 where a cash car allowance is taken in lieu of company car this is included 
as salary
note 3
from 1 june 2007 the fee payable to nonexecutive directors was increased to £36750 with an additional annual fee of £7 000 to the chairs 
of the audit and remuneration committees and of £5000 to the senior independent director the chairman’s fee remained unchanged
tsr
350
300
250
200
150
100
50
0
2003 2004 2005 2006 2007 2008
financial period end
northern foods
ftse 250 index directors’ remuneration report
continued
82 pension benefits
transfer
value
accrued accrued of real increase in
pension additional pension increase in transfer transfer transfer
as at real pension as at year less value value value
31 march increase earned 29 march directors’ 31 march 29 march directors’
table 3
2007 in year inflation in year 2008
2
contributions 2007
3
2008
3
contributions
directors’ pension entitlements notes £ ££ ££ £ £ ££
s barden 1 4375 5770 171 5941 10316 42489 48276 75961 27685
j k maiden 1 5719 3830 223 4053 9772 30385 66727 77 526 10799
notes to table 3
note 1
the company provides executive directors who are members of pension builder with a pension which is payable at age 65 
the accrual rates and member contributions for the scheme are set out in 681 death in service cover is a lump sum of three times
annual earnings on the death of a director or a retired director a spouse’s pension of 50 would be payable
early retirement may be granted with the consent of the company and the trustee of the scheme from age 55 but benefits are 
reduced by 4 per annum for ages 55 up to 64 years once in payment pensions are increased in line with retail price index inflation 
up to a ceiling of 25 per annum the trustee with the consent of the company has discretion to apply such greater increase as it
considers appropriate
note 2
the accrued pension at 29 march 2008 is the pension which the director would have been entitled to receive based on completed
pensionable service to 29 march 2008 payable from normal pension date and subject to revaluation increases between leaving and
retirement
note 3
the transfer values are based on the accrued pensions at 31 march 2007 and at 29 march 2008 and are calculated as at 31 march 2007
and at 29 march 2008 respectively based on actuarial factors the transfer values are the lump sums which would have been paid to
another pension scheme for the benefit of the director if they left service at the respective dates a transfer value cannot be paid to a
director personally
83 long term incentive plans
831 share options
details of grants exercises and lapses of options for individual executive directors under the executive share option plan detailed in
section 631 are as follows 
balance at granted balance at
option date from 31 march exercised during 29 march
table 4
date of price which expiry 2007 during year year 2008 or at
executive share options
1
grant p exercisable date number number number number 
s barden 04 jul 06 7967 04 jul 09 03 jul 16 37 655 – – 37655
04 jul 06 7967 04 jul 09 03 jul 16 376554 – – 376554
414209 – – 414209
j k maiden 14 dec 05 15333 14 dec 08 13 dec 15 19565 – – 19565
14 dec 05 15333 14 dec 08 13 dec 15 151634 – – 151634
04 jul 06 7967 04 jul 09 03 jul 16 414209 – – 414209
585408 – – 585408
notes to table 4
note 1
these options were granted under the company’s share option plan 2004 and are subject to a performance condition measured 
by reference to earnings per share as set out in section 631 the performance condition does not allow for retesting 
note
the midmarket price of the company’s shares at 29 march 2008 was 9250p 31 march 2007 12375p and the range during the year 
was 8100p to 13200p
50 directors’ remuneration report  northern foods plc 832 long term incentive plan
the committee has awarded shares under the ltip conditional upon the achievement of corporate performance targets in accordance
with section 632 as follows 
shares
released
beneficial conditional by the awards beneficial conditional
1
interest at interest at nominee made interest at interest at
table 5
31 march 31 march during during 29 march 29 march
executive long term incentive plan 2007 2007 the year the year 2008 2008
s barden – 93750 – – – 93750
j k maiden – 128176 – – –128176
–221926 – – – 221926
notes to table 5
note 1
the interest in shares at 29 march 2008 is comprised of awards made on 12 december 2005 and 4 july 2006 the shares will vest after
three years from the date of grant subject to performance conditions and will be retained in trust on behalf of the participants for a further
two year retention period the market price of the shares at the date of grant for the above awards was 15250p and 8000p respectively
note
shares awarded under the ltip are retained in trust on behalf of the participants for a further two years after vesting during the 
retention period the participants are entitled to dividends on the shares and to instruct the nominee how to vote the performance
measurement date is the three year period from the commencement of the financial year in which the award was made
833 performance share plan 2007
the committee has awarded shares under the psp conditional upon the achievement of corporate performance targets in accordance
with section 633 as follows
maximum market awards
potential price transferred
conditional award of the by the awards conditional
interest at granted shares at nominee lapsed interest at
table 6
31 march 29 august date of during during 29 march
performance share plan 2007 2007 grant p the year the year 2008
1
s barden – 683544 9900 – – 683544
j k maiden – 481581 9900 – – 481581
– 1165125 – – 1165125
note to table 6
note 1
the interest in shares at 29 march 2008 is comprised of an award made on 29 august 2007  the shares will vest after three years from 
the date of grant subject to performance conditions being met
834 award of matching shares to s barden
the committee granted a one off award of matching shares on 4 june 2007 pursuant to the exemption from the need for prior
shareholder approval contained in listing rule 942
maximum market awards
potential price transferred
conditional award of the by the awards conditional
interest at granted shares at nominee lapsed interest at
table 7
31 march 4 june date of during during 29 march
matching share award 2007 2007 grant p the year the year 2008
1
s barden – 1040460 12975 – – 1040460
note to table 7
note 1
half of the matching award will vest on the third anniversary of grant with the other half vesting on the fourth anniversary of grant in 
each case to the extent that the performance conditions are met and providing s barden retains the purchased shares and remains
employed by the group to the extent that the award vests the relevant shares will be delivered free of charge
northern foods plc  directors’ remuneration report 51 directors’ remuneration report
continued
84 deferred share bonus plan 2006
this table relates to the dsbp introduced in june 2006 which was subject to a one year performance period full details are set out 
in section 65
awards
transferred
beneficial awards by the awards beneficial
interest at granted nominee lapsed interest at
table 8
31 march during during during 29 march
deferred share bonus plan 2007 the year the year the year 2008
s barden 366972––– 366972
j k maiden 376146 – – – 376146
743118––– 743118
85 savingsrelated share option scheme
this table relates to the savingsrelated share option scheme launched in november 2007  full details are set out in section 66
balance at exercised granted balance
date 31 march during during 29 march
table 9
date of option from which expiry 2007 year year 2008
savingsrelated share options grant price p exercisable date number number number number
s barden 20 dec 07 7600 1 mar 11 31 aug 11 – – 11166 11166
j k maiden 20 dec 07 7600 1 mar 11 31 aug 11 – – 11166 11166
note to table 9
note 1
the share options listed were granted at 80 of the prevailing middle market share price under the northern foods plc savingsrelated
share option scheme which was approved by shareholders at the company’s annual general meeting in july 2007  consistent with the
relevant legislation there are no prevest performance conditions
86 dilution limits 
northern foods’ share plans comply with recommended guidelines on dilution limits and the company has always operated within 
these limits assuming none of the extant options lapse and will be exercised and having included all exercised options the company
has utilised 355 of the 10 in ten years and 202 of the 5 in ten years in accordance with the association of british insurers abi
guidance on dilution limits
52 directors’ remuneration report  northern foods plc 87 directors’ aggregate remuneration
the total amount of directors’ remuneration and other benefits was as follows
table 10
200607 200708
directors’ aggregate remuneration £ £
emoluments 2143878 1950802
gains on exercise of options and award of performance share plan shares – –
2143878 1950802
88 directors’ interests in shares 
the interests of the directors in the share capital of the company at 31 march 2007 and 29 march 2008 are detailed below
ordinary shares
1
share options conditional awards saye – share options
number number number
2
number
table 11
description 31 march 29 march 31 march 29 march 31 march 29 march 31 march 29 march
directors’ interests in shares of interest 2007 2008 2007 2008 2007 2008 2007 2008
executive directors
s barden beneficial 172528 910043 414209 414209 460772 2184726 – 11166
j k maiden beneficial 27 470 64387 585408 585408 504332 985903 – 11166
nonexecutive directors
r j sbell beneficial – 100000 – – – – – –
a j hobson beneficial 18000 30000 – – – – – –
a k illsley – – – – – – – – –
o g nichionna beneficial 25000 25000 – – – – – –
d t nish – – – – – – – – –
notes to table 11
note 1
this includes beneficial interests in ordinary shares together with beneficial interests under the share bonus plan
note 2
this includes conditional awards made under the ltip the psp and dsbp in the case of s barden the total also includes shares 
under the matching share award
at 29 march 2008 the executive directors of northern foods as potential beneficiaries of the northern foods esot were interested 
in 6697 363 200607 2951142 ordinary shares held by the trustee 
by order of the board
orna nichionna
chair
remuneration committee
27 may 2008
northern foods plc  directors’ remuneration report 53 statement of directors’ responsibilities 
in relation to the financial statements
to the members of northern foods plc
the following statement which should be read in conjunction 
with the auditors’ responsibilities set out in their report is made
with a view to distinguishing for shareholders the respective
responsibilities of the directors and of the auditors in relation 
to the financial statements 
the directors are responsible for preparing the annual report and
the financial statements the directors are required to prepare the
financial statements for the group in accordance with applicable
law and international financial reporting standards ifrs as
adopted by the european union company law requires the
directors to prepare such financial statements in accordance with
ifrs the companies act 1985 and article 4 of the ias regulation 
international accounting standard 1 requires that financial
statements present fairly for each financial period the company’s
financial position financial performance and cash flows this
requires the faithful representation of the effects of transactions
other events and conditions in accordance with the definitions
and recognition criteria for assets liabilities income and expenses
set out in the international accounting standards board’s
‘framework for the preparation and presentation of financial
statements’ in virtually all circumstances a fair presentation 
will be achieved by compliance with all applicable international
financial reporting standards the directors are also required to
 properly select and apply accounting policies
 present information including accounting policies in a manner
that provides relevant reliable comparable and understandable
information and
 provide additional disclosures when compliance with 
specific requirements in ifrs is sufficient to enable users 
to understand the impact of particular transactions other
events and conditions on the entity’s financial position and
financial performance
the directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure 
that the financial statements comply with the companies 
act 1985 they are also responsible for safeguarding the assets 
of the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities
the directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the
companys website legislation in the united kingdom governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions 
54 statement of directors’ responsibilities in relation to the financial statements  northern foods plc independent auditors’ report – group financial statements
to the members of northern foods plc
we have audited the group financial statements of northern foods
plc for the 52 weeks ended 29 march 2008 which comprise the
consolidated income statement the consolidated balance 
sheet the consolidated cash flow statement the consolidated
statement of recognised income and expense the consolidated
statement of changes in equity and the related notes 1 to 39
these group financial statements have been prepared under 
the accounting policies set out therein we have also audited the
information in the directors’ remuneration report that is described
as having been audited
we have reported separately on the parent company financial
statements of northern foods plc for the 52 weeks ended 
29 march 2008 
this report is made solely to the company’s members as 
a body in accordance with section 235 of the companies 
act 1985 our audit work has been undertaken so that we might
state to the company’s members those matters we are required
to state to them in an auditors’ report and for no other purpose 
to the fullest extent permitted by law we do not accept or
assume responsibility to anyone other than the company and 
the company’s members as a body for our audit work for this 
report or for the opinions we have formed
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report 
the directors’ remuneration report and the group financial
statements in accordance with applicable law and international
financial reporting standards ifrs as adopted by the european
union are set out in the statement of directors’ responsibilities

our responsibility is to audit the group financial statements 
in accordance with relevant legal and regulatory requirements 
and international standards on auditing uk and ireland
we report to you our opinion as to whether the group financial
statements give a true and fair view whether the group financial
statements have been properly prepared in accordance with 
the companies act 1985 and article 4 of the ias regulation 
and whether the part of the directors’ remuneration report
described as having been audited has been properly prepared 
in accordance with the companies act 1985 we also report to 
you whether in our opinion the information given in the directors’
report is consistent with the group financial statements the
information given in the directors’ report includes that specific
information presented in the performance review and the chief
executive’s report that is cross referred from the performance
review section of the directors’ report
in addition we report to you if in our opinion we have not received
all the information and explanations we require for our audit or 
if information specified by law regarding directors’ remuneration
and other transactions is not disclosed
we review whether the corporate governance report reflects 
the company’s compliance with the nine provisions of the 2006
combined code specified for our review by the listing rules 
of the financial services authority and we report if it does not 
we are not required to consider whether the board’s statements
on internal control cover all risks and controls or form an opinion
on the effectiveness of the group’s corporate governance
procedures or its risk and control procedures
we read the other information contained in the annual report 
as described in the contents section and consider whether 
it is consistent with the audited group financial statements
we consider the implications for our report if we become aware 
of any apparent misstatements or material inconsistencies 
with the group financial statements our responsibilities do 
not extend to any further information outside the annual report
basis of audit opinion
we conducted our audit in accordance with international
standards on auditing uk and ireland issued by the auditing
practices board an audit includes examination on a test basis 
of evidence relevant to the amounts and disclosures in the group
financial statements and the part of the directors’ remuneration
report to be audited it also includes an assessment of the
significant estimates and judgments made by the directors in the
preparation of the group financial statements and of whether the
accounting policies are appropriate to the group’s circumstances
consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable
assurance that the group financial statements and the part of the
directors’ remuneration report to be audited are free from material
misstatement whether caused by fraud or other irregularity 
or error in forming our opinion we also evaluated the overall
adequacy of the presentation of information in the group 
financial statements and the part of the directors’ remuneration
report to be audited
opinion
in our opinion
 the group financial statements give a true and fair view in
accordance with ifrs as adopted by the european union of
the state of the group’s affairs as at 29 march 2008 and of its
profit for the 52 weeks then ended
 the group financial statements have been properly prepared 
in accordance with the companies act 1985 and article 4 of 
the ias regulation 
 the part of the directors’ remuneration report described 
as having been audited has been properly prepared in
accordance with the companies act 1985 and
 the information given in the directors report is consistent 
with the group financial statements
deloitte  touche llp
chartered accountants and registered auditors 
leeds
27 may 2008
northern foods plc  independent auditors’ report – group financial statements 55 consolidated income statement
for the 52 weeks ended 29 march 2008
restated note 10
before before
restructuring restructuring restructuring restructuring
items items total items items total
2008 2008 2008 2007 2007 2007
notes £m £m £m £m £m £m
continuing operations
revenue 4 5 9319 – 9319 8885 – 8885
profit from operations 5 6 7  8 484 47 437 457 56 401
finance income 4 10 592 – 592 538 – 538
finance expense 10 57 5 – 57 5 595 – 595
profitloss before taxation 501 47 454 400 56 344
taxation 11 117 08 109 81 17 64
profit for the period from
continuing operations 384 39 345 319 39 280
discontinued operations
revenue 4 5 ––– 317 4 – 317 4
profit from operations 5 6 7  8 ––– 13 24 37
loss on sale of discontinued operations 7 ––– – 587 587
taxation 11 ––– 03 48 45
profitloss for the period from
discontinued operations – – – 10 515 505
profitloss for the period 384 39 345 329 554 225
the result for the period is all attributable to equity holders of the parent
earningsloss per share pence
from continuing operations
basic 14 708 572
diluted 14 695 566
from continuing and discontinued operations
basic 14 708 460
diluted 14 695 455
56 consolidated income statement  northern foods plc consolidated balance sheet
as at 29 march 2008
northern foods plc  consolidated balance sheet 57
29 march 31 march
2008 2007
notes £m £m
noncurrent assets
goodwill 15 548 450
other intangible assets 16 46 35
property plant and equipment 17 3200 3210
retirement benefit assets 37 715 –
deferred taxation assets 29 – 94
4509 3789
current assets
inventories 18 472 458
trading investments 19 01 49
trade and other receivables 21 1113 1143
cash and cash equivalents 22 729 483
2315 2133
total assets 6824 5922
current liabilities
trade and other payables 23 1844 1898
provisions 24 23 7 7
current taxation liabilities 260 27 8
bank loans and overdrafts 25 03 04
2130 2257
noncurrent liabilities
revolving credit facility 2010 25 26 1300 850
senior loan notes 2012–2017 25 26 1316 1326
derivative financial instruments 27 41 65
retirement benefit obligations 37 99 86
deferred taxation liabilities 29 147 –
accruals and deferred income 137 126
3040 2453
total liabilities 5170 4710
net assets 1654 1212
equity
share capital 30 1286 1286
share premium account 31 651 651
capital redemption reserve 31 236 236
reserve for own shares 31 395 342
employee share ownership trust reserve 31 83 42
hedging and translation reserve 31 214 49
other reserves 31 52 42
retained earnings 31 307 668
equity attributable to the equity holders of the parent 1654 1212
the financial statements were approved by the board of directors and authorised for issue on 27 may 2008 they were signed on its
behalf by
s barden j k maiden
director director
27 may 2008 27 may 2008 consolidated cash flow statement
for the 52 weeks ended 29 march 2008
2008 2007
notes £m £m
net cash from operating activities 32 325 506
investing activities
interest received 13 09
purchase of property plant and equipment 215 295
proceeds of sale of property plant and equipment 44 67
proceeds from settlement of insurance claim – 300
purchase of trading investments – 34
disposal of trading investments 48 81
acquisitions of subsidiary and businesses 
net of cash acquired acquisition costs working capital and debt adjusters 12 220 –
disposal of discontinued operations net of disposal costs working capital and debt adjusters – 1710
receipt of deferred consideration 67 –
cash balances disposed of with discontinued operations – 300
grants received 03 13
net cash used infrom investing activities 260 1551
financing activities
dividends paid 13 210 115
increasedecrease in amounts drawn on revolving credit facility 2010 25 450 1850
repayment of borrowings – 02
purchase of treasury shares 31 53 –
purchase of shares for employee share ownership trust 31 41 –
net cash fromused in financing activities 146 1967
net increase in cash and cash equivalents 211 90
net cash and cash equivalents
total group at start of period – all continuing operations 479 393
effect of foreign exchange rates 36 04
cash and cash equivalents at end of period 726 47 9
cash and cash equivalents comprise
cash and cash equivalents 729 483
bank loans overdrafts and loan notes due within one year 03 04
726 47 9
58 consolidated cash flow statement  northern foods plc reconciliation of net cash flow to movements in net debt
for the 52 weeks ended 29 march 2008
2008 2007
notes £m £m
net increase in cash and cash equivalents 211 90
decrease in trading investments 19 48 47
increasedecrease in amounts drawn on revolving credit facility 2010 25 450 1850
decrease in borrowings – 02
increase in finance leases 35 08 –
295 1895
effect of foreign exchange rates 36 04
other movements 01 02
movements in net debt in period 260 1889
net debt at start of period 1742 3631
net debt at end of period 28 2002 1742
consolidated statement of recognised income and expense
for the 52 weeks ended 29 march 2008
2008 2007
notes £m £m
currency translation differences on overseas investment 31 130 30
actuarial gainslosses on defined benefit pension schemes 31 37 353 05
taxation on actuarial gainslosses taken directly to equity 29 128 01
fair value movement on cash flow hedge 31 24 50
transfer to profit or loss on cash flow hedge 31 11 103
net income recognised directly in equity 390 19
profit for the period from continuing operations 345 280
loss for the period from discontinued operations – 505
total recognised income and expense for the period 735 206
total recognised income and expense for the period is all attributable to equity holders of the parent
consolidated statement of changes in equity
for the 52 weeks ended 29 march 2008
2008 2007
notes £m £m
total recognised income and expense for the period 735 206
equity dividends 13 31 210 115
purchase of shares for employee share ownership trust 31 41 –
purchase of treasury shares 31 53 –
equity settled incentive schemes 31 11 11
deferred taxation on equity settled incentive schemes taken directly to equity 29 31 01 01
deferred taxation on revaluation reserve 29 01 –
movements in total equity in the period 442 309
total equity at start of period 1212 1521
total equity at end of period 1654 1212
northern foods plc  reconciliation of net cash flow to movements in net debt consolidated statement 59
of recognised income and expense consolidated statement of changes in equity notes to the consolidated financial statements
1 general information
northern foods plc northern foods is a company incorporated
in the united kingdom under the companies act 1985 the address
of the registered office is included within the company information
section the nature of the group’s operations and its principal
activities are set out in the segmental reporting note and in the
performance review 
the financial statements are presented in pounds sterling because
that is the currency of the primary economic environment in
which the group operates overseas operations are included 
in accordance with the accounting policies
2 adoption of new and revised standards
in the current year the group has adopted international financial
reporting standard ifrs 7 ‘financial instruments disclosures’
which is effective for annual reporting periods beginning on or
after 1 january 2007  the impact of the adoption of ifrs 7 has
been to expand the disclosures provided in these financial
statements regarding the group’s financial instruments and
management of capital 
the group has also taken the decision to adopt international
financial reporting interpretations committee ifric 14
‘international accounting standard ias 19 the limit on a 
defined benefit asset minimum funding requirements and 
their interaction’ in these financial statements this is an early
adoption of the interpretation which is not compulsory until 
annual periods beginning on or after 1 january 2008 the impact
of the adoption of this interpretation is discussed in note 37
retirement benefit obligations
3 significant accounting policies
basis of accounting
the financial statements have been prepared in accordance 
with ifrs these financial statements have also been prepared in
accordance with ifrs adopted by the european union eu and
therefore the group financial statements comply with article 4 of
the eu international accounting standards ias regulation
the financial statements have been prepared on the historical cost
basis except for the revaluation of certain financial instruments
northern foods’ management considers the following to be the
most important accounting policies for the group in applying
these accounting policies management makes certain judgements
and estimates that affect the reported amounts of assets and
liabilities at the period end date and the reported revenues and
expenses during the financial year the financial statements 
have been prepared in accordance with the group’s accounting
policies described below 
the group has changed the presentation of the net pensions
financing credit expected return on scheme assets less interest
on pension scheme liabilities to be included as a financing item
within finance income and finance expense rather than within
profit from operations this allows easier understanding of the
underlying operational performance of the group the presentation
in the prior period has been amended to reflect this change 
this change in presentation has no impact on profit before 
tax or net assets in either period this is shown in note 10 
net finance costs
key accounting judgements and sources of estimation uncertainty 
the key accounting judgements and sources of estimation
uncertainty with a significant risk of causing a material adjustment
to assets and liabilities in the next 12 months include the following
pensions – movements in equity markets interest rates and life
expectancy could materially affect the level of surpluses and
deficits in the pension schemes the key assumptions used 
to value pension assets and liabilities are set out in note 37
retirement benefit obligations
tax – the group carries out tax planning consistent with a group of
its size and makes appropriate provision based on best estimates
until tax computations are agreed with the taxation authorities
useful economic life estimates – the group reviews the useful
economic lives attributed to assets on an ongoing basis to
ensure they are appropriate changes in economic life could
impact the carrying value and charges to the income statement
in future periods
provisions – using information available at the balance sheet 
date the directors make judgements based on experience on the
level of provision required further information received after the
balance sheet date may impact the level of provision required
share based payments – in accordance with ifrs 2 ‘sharebased
payments’ share options and other share awards are measured
at fair value at the date of grant the fair value determined is then
expensed in the income statement on a straight line basis over
the vesting period with a corresponding increase in equity the
fair value of the options and other share awards are measured
using the blackscholes and monte carlo option pricing models
the valuation of these share based payments requires several
judgements to be made in respect of the number of options 
that are expected to be exercised details of the assumptions
made in respect of each of the share based payment schemes
are disclosed in note 36 equity settled share based payments
changes in these assumptions could lead to changes in the
income statement expense in future periods
impairment – the group reviews the carrying value of goodwill 
and fixed assets and other intangibles including acquisition
intangibles it has impaired certain asset values on a value in 
use basis future changes in performance or disposals could
impact this value
basis of consolidation
the consolidated financial statements incorporate the financial
statements of the company and entities controlled by the
company its subsidiaries made up to 29 march 2008 together
known as the group control is achieved where the company 
has the power to govern the financial and operating policies of 
an investee entity so as to obtain benefits from its activities
on acquisition the assets and liabilities and contingent liabilities 
of a subsidiary or trade and assets of businesses acquired are
measured at their fair values at the date of acquisition any excess
of the cost of acquisition over the fair values of the identifiable 
net assets acquired is recognised as goodwill any deficiency 
of the cost of acquisition below the fair values of the identifiable
net assets acquired ie discount on acquisition is credited to the
consolidated income statement during the period of any acquisition
60 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 61
3 significant accounting policies continued
the results of subsidiaries and businesses acquired or disposed
of during the period are included in the consolidated income
statement from the effective date of acquisition or up to the
effective date of disposal as appropriate
where necessary adjustments are made to the financial
statements of subsidiaries and businesses acquired to bring the
accounting policies used into line with those used by the group
all intragroup transactions balances income and expenses are
eliminated on consolidation
business combinations
the acquisition of subsidiaries and businesses acquired are
accounted for using the acquisition method the cost of the
acquisition is measured at the aggregate of the fair values at the
date of exchange of assets given liabilities incurred or assumed
and equity instruments issued by the group in exchange for
control of the acquiree plus any costs directly attributable to the
business combination the acquiree’s identifiable assets liabilities
and contingent liabilities that meet the conditions for recognition
under ifrs 3 ‘business combinations’ are recognised at their fair
value at the acquisition date except for noncurrent assets or
disposal groups that are classified as held for sale in accordance
with ifrs 5 ‘non current assets held for sale and discontinued
operations’ which are recognised and measured at fair value 
less costs to sell
goodwill arising on acquisition is recognised as an asset and
initially measured at cost being the excess of the cost of the
business combination over the group’s interest in the net fair 
value of the identifiable assets liabilities and contingent liabilities
recognised if after reassessment the group’s interest in the 
net fair value of the acquiree’s identifiable assets liabilities and
contingent liabilities exceeds the cost of the business combination
the excess is recognised immediately in the income statement 
as a profit or loss
the interest of minority shareholders in the acquiree is initially
measured at the minority’s proportion of the net fair value of 
the assets liabilities and contingent liabilities recognised
disposal groups 
disposal groups classified as held for sale are measured at 
the lower of carrying value and fair value less costs to sell
disposal groups are classified as held for sale if their carrying
amount will be recovered primarily through a sale transaction
rather than through continuing use this condition is regarded 
as met only when the sale is highly probable and the disposal
group is available for immediate sale in its present condition
management must be committed to the sale which should be
expected to qualify for recognition as a completed sale within 
one year from the date of classification
revenue recognition
revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable 
for goods and services provided in the normal course of
business net of discounts value added tax vat and other 
sales related taxes
a sales of goods
sales of goods are recognised when goods are delivered and 
title has passed
b sales of services
sales of services are recognised on completion of the service
c finance income
interest income is accrued on a time basis by reference to the 
principal outstanding and at the effective interest rate applicable
which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to that
asset’s net carrying amount
finance income includes the expected return on scheme 
assets this is a change from the prior period where it was
included in profit from operations the prior period has been
amended to reflect this change
foreign currencies
a functional and presentation currency
the individual financial statements of each group company are
presented in the currency of the primary economic environment
in which it operates its functional currency for the purpose of
the consolidated financial statements the results and financial
position of each group company are expressed in pounds
sterling which is the functional currency of the company and the
presentation currency for the consolidated financial statements
b transactions and balances
in preparing the financial statements of the individual companies
transactions in currencies other than pounds sterling are recorded
at the rates of exchange prevailing on the dates of the transactions
at each balance sheet date monetary assets and liabilities that 
are denominated in foreign currencies are retranslated at the 
rate prevailing on the balance sheet date nonmonetary assets
and liabilities carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when
the fair value was determined exchange differences arising on the
settlement of monetary items and on the retranslation of monetary
items are included in the income statement for the period
goodwill and fair value adjustments arising on the acquisition 
of a foreign entity are treated as assets and liabilities of the 
foreign entity and are translated at the closing rate 
c group companies
on consolidation the assets and liabilities of the group’s overseas
operations are translated at exchange rates prevailing on the
balance sheet date income and expense items are translated at
the average exchange rates for the period exchange differences
arising if any are classified as equity and transferred to the group’s
translation reserve such translation differences are recognised 
as income or an expense in the period in which the operation 
is disposed of
leases
leases are classified as finance leases whenever the terms of 
the lease involve the substantial transfer of the risks and rewards
of ownership to the lessee all other leases are classified as
operating leases notes to the consolidated financial statements
continued
3 significant accounting policies continued
assets held under finance leases are recognised as assets of 
the group at their fair value or if lower at the present value of the
minimum lease payments each determined at the inception of
the lease the corresponding liability to the lessor is included in
the balance sheet as a finance lease obligation lease payments
are apportioned between finance charges and reduction of the
lease obligation so as to achieve a constant rate of interest on 
the remaining balance of the liability finance charges are charged
directly against income unless they are directly attributable to
qualifying assets in which case they are capitalised in accordance
with the group’s general policy on borrowing costs
rentals payable under operating leases are charged to income
on a straight line basis over the term of the relevant lease benefits
received and receivable as an incentive to enter into an operating
lease are also spread on a straight line basis over the lease term
taxation
the tax expense represents the sum of the tax currently payable
and deferred tax
the tax currently payable is based on the taxable profit or loss 
for the period taxable profit differs from net profit as reported in
the income statement because it excludes items of income and
expense that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible the group’s
liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date
deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used
in the computation of taxable profit and is accounted for using
the balance sheet liability method 
deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised 
to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised
such assets and liabilities are not recognised if the temporary
differences arise from the initial recognition of goodwill or from 
the initial recognition other than in a business combination 
of other assets and liabilities in a transaction that affects neither
the tax profit nor the accounting profit
deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries except where
the group is able to control the reversal of the temporary difference
and it is probable that the temporary difference will not reverse 
in the foreseeable future
the carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow 
all or part of the assets to be recovered 
deferred tax is calculated at the tax rates that have been enacted
or substantively enacted by the balance sheet date deferred tax
is charged or credited to the income statement except where 
it relates to items charged or credited directly to equity in which
case the deferred tax is also dealt with in equity
deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same
taxation authority and the group intends to settle its current tax
assets and liabilities on a net basis
property plant and equipment
property plant and equipment held for use in the production 
or supply of goods or for administrative purposes is stated in the
balance sheet at historical cost or deemed cost less depreciation
historical cost includes the expenditure that is directly attributable
to the acquisition of the items deemed cost includes surpluses
arising on the revaluation of certain properties to their fair values
prior to the date of transition to ifrs land is not depreciated
subsequent costs are included in the asset’s carrying amount 
or recognised as a separate asset as appropriate only when it 
is probable that future economic benefits associated with the item
will flow to the group and the cost of the item can be measured
reliably all other repairs and maintenance are charged to the
income statement during the financial period in which they 
are incurred 
assets in the course of construction are carried at cost less 
any recognised impairment loss cost includes professional fees
which are capitalised in accordance with the group’s accounting
policy depreciation of these assets commences when the assets
are ready for their intended use
depreciation is charged so as to write off the cost or valuation 
of assets over their estimated useful lives using the straight line
method on the following basis
property 20–50 years
or over the remaining life of the lease if shorter
plant and equipment 5–15 years
motor vehicles 4–10 years
assets held under finance leases are depreciated over their
expected useful lives on the same basis as owned assets or
where shorter over the term of the relevant lease 
the gain or loss arising on the disposal or retirement of an asset
is determined as the difference between the sale proceeds 
and the carrying amount of the asset and is recognised in the
income statement
intangible assets
a goodwill
goodwill arising on consolidation represents the excess of the
cost of the business combination over the group’s interest in the
net fair value of the identifiable assets liabilities and contingent
liabilities at the date of acquisition 
goodwill is initially recognised as an asset at cost and is
subsequently measured at cost less any accumulated 
impairment losses goodwill which is recognised as an asset 
is reviewed for impairment at least annually any impairment is
recognised immediately in the income statement and is not
subsequently reversed
on disposal of a subsidiary the attributable amount of goodwill 
is included in the determination of the profit or loss on disposal
62 notes to the consolidated financial statements  northern foods plc 3 significant accounting policies continued
goodwill arising on acquisitions before the date of transition to
ifrs has been retained at the previous uk generally accepted
accounting principles gaap amount subject to being tested for
impairment at that date goodwill written off to reserves under 
uk gaap prior to 1998 has not been reinstated and is not
included in determining any subsequent profit or loss on disposal
b computer software
computer software that is not integral to an item of property 
plant or equipment is classified as an intangible asset and is held
on the balance sheet at cost net of amortisation these costs are
amortised over their estimated useful lives of ten years
c customer relationships
customer relationships are included at fair value at the date of
acquisition and are held on the balance sheet at cost net of
amortisation these costs are amortised over their estimated
useful lives of ten years
impairment of tangible and intangible assets excluding goodwill
at each balance sheet date the group reviews the carrying
amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered 
an impairment loss if any such indication exists the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss if any where the asset does not generate
cash flows that are independent from other assets the group
estimates the recoverable amount of the cash generating unit
cgu to which the asset belongs
recoverable amount is the higher of fair value less costs to sell
and value in use in assessing value in use the estimated future
cash flows are discounted to their present value using a pretax
discount rate that reflects current market assessment of the time
value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted
if the recoverable amount of an asset or cgu is estimated to 
be less than its carrying amount the carrying amount of the 
asset or cgu is reduced to its recoverable amount an impairment
loss is recognised as an expense immediately
with the exception of goodwill where an impairment loss
subsequently reverses the carrying amount of the asset or 
cgu is increased to the revised estimate of its recoverable
amount but so that the increased carrying amount does not
exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset or cgu 
in prior years a reversal of an impairment loss is recognised as
income immediately
inventories
inventories are stated at the lower of cost and net realisable 
value cost comprises direct materials and where applicable
direct labour costs and those overheads that have been incurred
bringing the inventories to their present location and condition
net realisable value represents the estimated selling price less 
all estimated costs of completion and costs to be incurred in
marketing selling and distribution
retirement benefit costs
a pension obligationsassets
the group operates a number of defined benefit schemes for
qualifying employees principally the northern foods pension
scheme ‘the scheme’ and northern foods pension builder
‘pension builder’ in the united kingdom and the green isle 
foods group retirement and death benefit plan ‘the plan’ in the
republic of ireland a defined benefit scheme is one where the
amount of pension benefit an employee will receive on retirement
is dependent on age years of service and compensation
for defined benefit retirement benefit schemes the cost of
providing benefits is determined using the projected unit credit
method with actuarial valuations for the purpose of the financial
statements being carried out at each balance sheet date
actuarial gains and losses are recognised in full in the period 
in which they occur they are recognised outside the income
statement and are presented in the statement of recognised
income and expense 
the retirement benefit obligationasset recognised in the balance
sheet represents the present value of the defined benefit
obligationasset as adjusted for unrecognised past service costs
and net of the fair value of the scheme assets any asset resulting
from this calculation is limited to the past service cost plus the
present value of the available refunds and reductions in future
contributions the group has considered the impact of ifric 14 
at the period end however as the rules of the scheme give 
the company an unconditional right to a refund of the current 
residual surplus there is no restriction to the level of surplus 
that is recognised in the balance sheet 
past service cost is recognised immediately to the extent that 
the benefits are already vested and otherwise is amortised on 
a straight line basis over the average period until the benefits vest
current service cost is recognised within profit from operations 
in the income statement
the expected return on scheme assets and the interest on
pension scheme liabilities are recognised in finance income 
and finance expense respectively
b post retirement healthcare
the group provides post retirement healthcare benefits to eligible
retired employees an employee is eligible if granted the benefit
and if retirement occurred on or before 31 march 1999 employees
who were granted the benefit but retired after 31 march 1999 
will not receive this benefit in retirement post 31 march 1999 
the benefit was not granted to any employees
the expected cost of this benefit has been computed using 
an accounting methodology similar to that for defined benefit
pension schemes actuarial gains and losses arising from 
experience adjustments and changes in actuarial assumptions 
are recognised in full in the period in which they occur 
they are recognised outside the income statement and
presented in the statement of recognised income and expense
these obligations are valued annually for the purpose of 
the financial statements by independent qualified actuaries
northern foods plc  notes to the consolidated financial statements 63 notes to the consolidated financial statements
continued
64 notes to the consolidated financial statements  northern foods plc
3 significant accounting policies continued
financial instruments
financial assets and financial liabilities are recognised in the
group’s balance sheet when the group becomes a party to the
contractual provisions of the financial instrument
financial assets
trading investments are classed as held for trading any gains
and losses arising from the change in fair value are recognised 
in the income statement for the period 
financial assets held by the company are classified as held 
for trading or loans and receivables at amortised cost the
classification depends on the nature and purpose of the financial
assets and is determined at the time of initial recognition
loans and receivables
trade receivables loans other receivables and cash and 
cash equivalents that have fixed or determinable payments 
that are not quoted in an active market are classified as loans 
and receivables at amortised cost loans and receivables are
measured at amortised cost using the effective interest method
less any impairment interest income is recognised by applying
the effective interest rate except for short term receivables when 
the recognition of interest would be immaterial 
impairment of financial assets
financial assets are assessed for indicators of impairment at
each balance sheet date financial assets are impaired where
there is evidence that as a result of one or more events that
occurred after the initial recognition of the financial asset the
estimated future cash flows of the investment have been impacted 
the carrying amount of the financial asset is reduced by the
impairment loss directly for all financial assets with the exception 
of trade receivables where the carrying amount is reduced
through the use of an allowance account when a trade receivable
is considered uncollectible it is written off against the allowance
account subsequent recoveries of amounts previously written 
off are credited against the allowance account changes 
in the carrying amount of the allowance account are recognised
in the income statement
if in a subsequent period the amount of the impairment loss
decreases and the decrease can be related objectively to 
an event occurring after the impairment was recognised the
previously recognised impairment loss is reversed through the
income statement to the extent that the carrying amount of the
investment at the date the impairment is reversed and does 
not exceed what the amortised cost would have been had the
impairment not been recognised
cash and cash equivalents
cash and cash equivalents comprise cash in hand deposits held
at call with banks and other short term highly liquid investments
with original maturities of three months or less
bank overdrafts are shown within borrowing in current liabilities 
on the balance sheet
derecognition of financial assets
the group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire 
or it transfers the financial asset and substantially all the risks 
and rewards of ownership of the asset to another entity 
financial liabilities
financial liabilities held by the group are classified as financial
liabilities measured at amortised cost financial liabilities held 
at amortised cost in a cash flow hedging relationship and
derivatives that are designated and effective as hedging
instruments carried at fair value 
financial liabilities measured at amortised cost are initially
measured at fair value net of transaction costs and subsequently
measured at amortised cost using the effective interest method
interest expense is recognised on an effective yield basis 
the effective interest method is used to calculate the amortised
cost of a financial liability by allocating interest expense over the
relevant period the effective interest rate is the rate that exactly
discounts estimated future cash payments through the expected
life of the financial liability
bank borrowings 
interest bearing bank loans and overdrafts are classified as other
financial liabilities at amortised cost they are recorded at the
proceeds received net of direct issue costs finance charges
including premiums payable on settlement or redemption and
direct issue costs are accounted for on an accrual basis in the
income statement using the effective interest rate method they
are added to the carrying amount of the instrument to the extent
that they are not settled in the period in which they arise
derecognition of financial liabilities
the group derecognises financial liabilities when and only when
the group’s obligations are discharged cancelled or they expire
derivative financial instruments and hedge accounting
the group’s activities expose it primarily to the financial risks of
changes in foreign currency exchange rates and interest rates
the group uses foreign exchange forward contracts and interest
rate swap contracts to hedge some of these exposures the
group does not use derivative financial instruments for
speculative purposes 
the use of financial derivatives is governed by the group’s policies
approved by the board of directors which provide written
principles on the use of financial derivatives further information
on currency and interest rate management is provided in note 27
financial instruments
changes in the fair value of derivative financial instruments that are
designated and effective as hedging instruments are recognised
directly in equity the ineffective portion is recognised immediately
in the income statement if the cash flow hedge of a firm
commitment or forecasted transaction results in the recognition 
of an asset or a liability then at the time the asset or liability is
recognised the associated gains or losses on the derivative that
had been previously recognised in equity are included in the initial
measurement of the asset or liability for hedges that do not result
in the recognition of an asset or a liability amounts deferred in
equity are recognised in the income statement in the same period
in which the hedged item affects net profit or loss northern foods plc  notes to the consolidated financial statements 65
3 significant accounting policies continued
changes in the fair value of derivative financial instruments that 
do not qualify for hedge accounting are recognised in the income
statement as they arise
at the inception of the hedge relationship the entity documents
the relationship between the hedging instrument and the hedged
item along with its risk management objectives and its strategy
for undertaking various hedge transactions furthermore at the
inception of the hedge and on an ongoing basis the group
documents whether the hedging instrument that is used in a
hedging relationship is highly effective in offsetting changes in 
fair values or cash flows of the hedged item
hedge accounting is discontinued when the hedging instrument
expires or is sold terminated or exercised or no longer qualifies
for hedge accounting at that time any cumulative gain or loss on
the hedging instrument recognised in equity is retained in equity
until the forecasted transaction occurs if a hedging transaction 
is no longer expected to occur the net cumulative gain or loss
recognised in equity is transferred to the income statement at 
net profit or loss for the period
provisions
provisions are recognised when the group has a present
obligation as a result of a past event and it is probable that 
the group will be required to settle that obligation provisions 
are measured at the directors’ best estimate of the expenditure
required to settle the obligation at the balance sheet date
share based payments
the group has applied the requirements of ifrs 2 ‘sharebased
payments’ in accordance with the transitional provisions ifrs 2
has been applied to all grants of equity instruments after 
7 november 2002 that were unvested at 1 january 2005 
the group issues equity settled share based payments to certain
employees in addition to issuing an hm revenue  customs
approved savingsrelated share option scheme for all employees
equity settled share based payments are measured at fair value
excluding the effect of nonmarket based vesting conditions at
the date of grant the fair value determined at the grant date of
the equity settled share based payments is expensed on a
straight line basis over the vesting period based on the group’s
estimate of shares that will eventually vest and adjusted for the
effect of nonmarket based vesting conditions 
fair value is measured by use of the blackscholes and 
monte carlo models the expected life used in the model 
has been adjusted based on management’s best estimate 
for the effects of nontransferability exercise restrictions and
behavioural considerations
government grants
government grants in respect of capital expenditure are credited
to deferred income and are released to the income statement
over the expected useful lives of the relevant assets by equal
annual instalments grants of a revenue nature are credited to 
the income statement so as to match them with the expenditure
to which they relate
research and development
research and development costs comprise all directly attributable
costs necessary to create and produce new products which 
are both brand new in design and those being modified costs
classified as research and development include raw materials
labour costs artwork origination and market research directly
attributable to developing the product 
equity instruments
equity instruments issued by the company are recorded at the 
proceeds received net of direct issue costs
accounting standards in issue but not yet effective 
at the date of approval of these financial statements the following
standards and interpretations considered relevant to the group
were in issue but not yet effective and have not been applied in
these financial statements
 ifric 12 ‘service concession arrangements’
 ifric 13 ‘customer loyalty programmes’
 ifrs   8 ‘operating segments’
 amendments to ias 1 ‘presentation of financial statements – 
a revised presentation’ 
 amendments to ias 23 ‘borrowing costs’
 ifrs 3 revised ‘business combinations’ 
 amendments to ias 27 ‘consolidated and separate financial
statements’
 amendments to ias 31 ‘interests in joint ventures’ 
 amendments to ias 32 ‘financial instruments disclosure 
and presentation’
the directors anticipate that the adoption of these standards and
interpretations in future periods will have no material impact on the
financial statements of the group except for additional disclosures
on operating segments when the relevant standards come into
effect for periods commencing on or after 1 january 2008
nongaap measures
definitions of nongaap measures used by northern foods are
shown below
a net debt
net debt is not a defined term under ifrs and may not therefore
be comparable with other similarly titled nonifrs debt measures
reported by other companies the group adopts this measure
because it is used in calculating the banking covenants it is also
the measure used for internal debt analysis in addition the net
debt balance provides an indication of the net borrowings on
which the company is required to pay interest
b underlying revenue
underlying revenue excludes the impact of currency rate
changes product categories no longer manufactured
acquisitions and discontinued operations
c restructuring items
items which relate to significant restructuring events and the
impact of the fire in the 52 weeks ended 31 march 2007 are
presented as a separate column within their relevant consolidated
income statement category presentation of these items in a
separate column helps to provide a better indication of the
group’s underlying business performance restructuring items
include costs or income associated with the restructuring of
businesses gains or losses on the disposal of businesses and
asset and financial instruments impairments and gains arising
from the group’s restructuring activities notes to the consolidated financial statements
continued
4 revenue
the analysis of the group’s revenue is as follows
restated
2008 2007
continuing operations £m £m
sale of goods 9319 8885
revenue 9319 8885
finance income 592 538
other operating income 09 19
9920 9442
discontinued operations
sale of goods and services – 317 4
revenue – 317 4
other operating income – 48
– 3222
total 9920 12664
5 segmental reporting
business segments
for management purposes the group is organised into three operating divisions chilled frozen and bakery these divisions are the
basis on which the group reports its primary segment information the continuing operating divisions are as follows
division major product category
chilled ready meals sandwiches  salads
frozen pizza fish  vegetables pastry meat  meatfree products
bakery biscuits puddings
segment information
the segment information is as follows
chilled frozen bakery total
2008 2007 2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m £m £m
revenue 4815 6222 2454 2445 2050 3392 9319 12059
less revenue from 
discontinued operations – 1755 – – – 1419 – 317 4
revenue from continuing
operations 4815 4467 2454 2445 2050 197 3 9319 8885
less revenue from acquisitions 97 – 24 – – – 121 –
foreign exchange – – 23 – – – 23 –
underlying revenue 4718 4467 2407 2445 2050 197 3 9175 8885
66 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 67
5 segmental reporting continued
external revenue profit from operations
restated
2008 2007 2008 2007
£m £m £m £m
continuing operations
chilled 4815 4467 221 146
frozen 2454 2445 114 184
bakery 2050 197 3 149 127
9319 8885 484 457
net finance incomecosts 17 57
profit before taxation 501 400
taxation 117 81
profit for the period from continuing operations 384 319
discontinued operations
chilled – 1755 – 11
bakery – 1419 – 02
profit before taxation – 317 4 – 13
taxation – 03
profit for the period from discontinued operations – 10
profit for the period 384 329
 before restructuring items
continuing restructuring items from operations of £47m 200607 £56m comprised chilled £13m 200607 £27m frozen £29m 200607 £17m
and bakery £05m 200607 £12m intersegmental sales were charged at prevailing market prices continuing intersegmental sales
were chilled £nil 200607 £nil frozen £nil 200607 £nil and bakery £01m 200607 £01m
continuing profit from operations after restructuring items was chilled £208m 200607 £119m frozen £85m 200607 £167m and
bakery £144m 200607 £115m
discontinued restructuring items from operations in the prior period was a gain of £24m this comprised a chilled loss of £152m 
and a bakery gain of £17 6m discontinued intersegmental sales in the prior period were chilled £04m and bakery £66m
the discontinued result from operations after restructuring items in the prior period was a chilled loss of £141m and a bakery profit 
of £17 8m the loss on the sale of the discontinued operations in the prior period was £587m
2008 2007
assets liabilities total assets liabilities total
assetsliabilities £m £m £m £m £m £m
chilled 2608 768 1840 2396 87 5 1521
frozen 1761 590 1171 1638 526 1112
bakery 998 350 648 1110 340 77 0
operating assetsliabilities 5367 1708 3659 5144 1741 3403
unallocated corporate assets
cash at bank and in hand 729 – 729 483 – 483
trading investments 01 – 01 49 – 49
loan note from nft business disposal ––– 67 – 67
corporate other receivables 12 – 12 85 – 85
retirement benefit assets 715 – 715 –––
deferred tax assets ––– 94 – 94
unallocated corporate liabilities
total borrowings – 2619 2619 – 2180 2180
derivative financial instrument – 41 41 –65 65
retirement benefit obligations –99 99 –86 86
deferred tax liabilities – 147 147 –––
current tax liabilities – 260 260 – 27 8 27 8
corporate other payables – 296 296 – 360 360
total assetsliabilities 6824 5170 1654 5922 4710 1212 notes to the consolidated financial statements
continued
5 segmental reporting continued
chilled frozen bakery group
other information – 2008 all continuing £m £m £m £m
capital additions 112 29 52 193
depreciation 197 124 90 411
amortisation of other intangible assets 03 02 01 06
impairment of property plant and equipment 09 03 03 15
chilled frozen bakery group
other information – 2007 £m £m £m £m
capital additions
continuing 121 52 32 205
discontinued 36 – 40 7 6
depreciation
continuing 17 8 109 119 406
discontinued 82 – 7 9 161
amortisation of other intangible assets
continuing 03 01 01 05
discontinued 02 – 02 04
impairment of property plant and equipment
discontinued 50 – – 50
geographical segments
the group operates in two main geographical areas the united kingdom and the republic of ireland the chilled and bakery
divisions operate in the united kingdom while the frozen division operates in both the united kingdom and the republic of ireland
the following table provides an analysis of the group’s sales by geographical market irrespective of the origin of the goodsservices
revenue
2008 2007
£m £m
united kingdom 8581 11315
other 738 744
9319 12059
revenue in the prior period from the group’s discontinued operations was derived principally from the united kingdom 
200607 £3158m and other 200607 £16m
the following is an analysis of the carrying amount of segment assets and additions to property plant and equipment and intangible
assets analysed by geographical area in which the assets are located
additions to property
plant and equipment
segment assets and intangible assets
2008 2007 2008 2007
£m £m £m £m
united kingdom 5298 4384 171 243
republic of ireland 1526 1538 22 38
6824 5922 193 281
68 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 69
6 analysis of consolidated income statement
restated
before before
restructuring restructuring restructuring restructuring
items items total items items total
2008 2008 2008 2007 2007 2007
£m £m £m £m £m £m
continuing operations
revenue 9319 – 9319 8885 – 8885
cost of sales 7360 25 7385 7080 24 7104
gross profitloss 1959 25 1934 1805 24 1781
distribution costs 652 – 652 622 03 625
administrative expenses 832 22 854 745 29 77 4
other operating income 09 – 09 19 – 19
profitloss from operations 484 47 437 457 56 401
discontinued operations
revenue ––– 317 4 – 317 4
cost of sales ––– 2330 7 0 2260
gross profit ––– 844 7 0 914
distribution costs ––– 662 01 663
administrative expenses ––– 217 45 262
other operating income ––– 48 – 48
profit from operations – – – 13 24 37
7 restructuring items
2008 2007
£m £m
continuing operations
restructuring items from operations 47 56
taxation 08 17
39 39
discontinued operations
restructuring items from operations – 24
loss on sale of discontinued operations – 587
taxation – 48
– 515
total 39 554
restructuring items of £47m comprised £24m in respect of central cost reduction initiatives including office rationalisation in the
frozen division £10m relating to headcount reduction and £12m relating to reorganisation costs due to the pastry business combination
and in the chilled division £01m due to start up costs relating to the chilled soup business combination 
items which relate to significant restructuring events and the impact of the fire in the 52 weeks ended 31 march 2007 are presented
as a separate column within their relevant consolidated income statement category presentation of these items in a separate
column helps to provide a better indication of the group’s underlying business performance restructuring items include costs 
or income associated with the restructuring of businesses gains or losses on the disposal of businesses and asset and financial
instrument impairments and gains arising from the group’s restructuring activities notes to the consolidated financial statements
continued
8 profitloss from operations
profitloss from operations has been arrived at after chargingcrediting the restructuring items in note 7 and the items below
2008 2007
£m £m
net foreign exchange transaction lossesgains
continuing 17 03
research and development costs principally new product development
continuing 95 102
discontinued – 09
depreciation of property plant and equipment 
continuing 411 406
discontinued – 161
impairment of property plant and equipment
continuing 15 –
discontinued – 50
amortisation of other intangibles
continuing 06 05
discontinued – 04
staff costs note 9
continuing 2185 2308
discontinued – 1266
auditors’ remuneration for audit services
continuing 02 02
discontinued – 01
government grants
continuing 11 19
cost of inventories recognised as expense 
continuing 7360 7080
discontinued – 2330
write down of inventories recognised as an expense
continuing 42 28
discontinued – 08
lossprofit on disposal of property plant and equipment
continuing 03 15
impairment loss recognised on trade receivables
continuing 10 09
reversal of impairment losses recognised on trade receivables
continuing 03 –
operating lease charges – plant and machinery
continuing 27 13
discontinued – 26
operating lease charges – land and buildings
continuing 22 10
discontinued – 13
profit on disposal of property plant and equipment included within restructuring items was £nil 200607 £266m
70 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 71
8 profitloss from operations continued
a more detailed analysis of auditors’ remuneration is provided below
2008 2007
deloitte  deloitte  
touche llp touche llp
£’000 £’000
audit services
fees payable to the company’s auditors for the audit of the group’s annual report 80 80
fees payable to the company’s auditors and their associates for the audit of the
company’s subsidiaries pursuant to legislation 146 185
226 265
other services
other services supplied pursuant to legislation – half year review 37 30
other services supplied pursuant to legislation – reporting accountants – 265
other services – accounting advice 47 –
other 20 2
104 297
tax services
advisory services 119 153
compliance 143 130
262 283
total 592 845
deloitte  touche llp were appointed sole group auditors for both the current and prior periods
9 staff costs
the average monthly number of employees including executive directors was
2008 2007
number number
continuing operations
production 9281 9111
distribution 544 622
administration 942 1113
10767 10846
discontinued operations
production – 4897
distribution – 678
administration – 300
– 5875
total 10767 16721 notes to the consolidated financial statements
continued
9 staff costs continued
aggregate remuneration comprised
2008 2007
£m £m
continuing operations
wages and salaries 2071 2129
social security costs 176 17 3
other pension incomecost 62 06
2185 2308
discontinued operations
wages and salaries – 1127
social security costs – 85
other pension cost – 54
– 1266
in addition to the staff costs disclosed above redundancy costs were £10m 200607 £169m which were charged to restructuring 
10 net finance incomeexpense
restated
2008 2007
£m £m
finance income
loans and receivables at amortised cost
bank interest receivable 08 09
other interest receivable 02 05
expected return on pension scheme assets 582 524
592 538
finance expense
financial liability held at amortised cost in a cash flow hedging relationship
interest on senior loan notes 2012–2017 78 7 8
other financial liabilities at amortised cost
interest on bank overdrafts and loans 72 118
interest on pension scheme liabilities 425 399
57 5 595
net finance incomeexpense 17 57
the group has changed the presentation of the net pensions financing credit to be included as a financing item within finance
income and finance expense rather than within profit from operations this allows easier understanding of the underlying operational
performance of the group the presentation in the prior period has been amended to reflect this change this change in
presentation has no impact on profit before tax or net assets in either period
72 notes to the consolidated financial statements  northern foods plc 11 taxation 
continuing discontinued total
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
current taxation
uk corporation tax 04 49 – 02 04 51
overseas tax 12 25 – – 12 25
tax on restructuring items – uk – 19 – 25 – 44
tax on restructuring items – overseas 02 02 – – 02 02
06 57 – 23 06 34
deferred taxation
uk deferred tax 112 13 – 01 112 14
overseas tax 03 06 – – 03 06
tax on restructuring items – uk 06 – – 23 06 23
103 07 – 22 103 15
tax chargecredit for the period 109 64 – 45 109 19
uk corporation tax is calculated at 300 200607 300 of the estimated assessable profit or loss for the period overseas tax is
taxation on profits made in the republic of ireland which is calculated at 100 200607 100
the finance act 2007 included provision for a reduction in the rate of uk corporation tax from 300 to 280 with effect from 1 april 2008
the rate reduction has been substantively enacted and therefore has been used for the deferred tax calculations on uk businesses 
a deferred tax charge of £01m 200607 £01m credit was taken to equity relating to equity settled incentive schemes
a deferred tax charge of £128m 200607 £01m credit was taken to equity relating to the actuarial gains and losses on the retirement
benefit assets and obligations
the charge for the year can be reconciled to the profitloss per the consolidated income statement as follows
2008 2008 2007 2007
£m  £m 
profitloss before taxation
continuing operations 454 1000 344 167 0
discontinued operations –– 37 180
loss on sale of discontinued operations –– 587 2850
total profitloss before taxation 454 1000 206 1000
taxation at the uk corporation tax rate of 300 136 300 62 300
effect of lower overseas tax rates 19 42 44 214
adjustment to tax charge in respect of prior periods
corporation tax 07 15 43 209
deferred tax 21 46 05 24
change in uk taxation rate from 300 to 280 28 62 ––
expenses not deductible in determining taxable profit and other items 06 13 52 252
creation of losses not recognised as deferred tax assets –– 121 587
tax charge and effective tax rate for the period 109 240 19 92
the adjustments in respect of prior periods relate to resolutions of previous years’ tax computations and a switch from current to
deferred tax with respect to capital allowance disclaimers
northern foods plc  notes to the consolidated financial statements 73 notes to the consolidated financial statements
continued
12 acquisitions
on 19 october 2007  the group acquired a frozen pie business to integrate into the existing facility in portumna ireland the production
assets upper crust and tiffany brands and mcdougalls licence for the manufacture of frozen pies were all purchased on 21 november
2007  the group acquired 100 of the issued share capital of ethnic cuisine limited a company which manufactures ready meals 
on 10 january 2008 the group acquired the baxter’s foods chilled soup manufacturing facility in grimsby soup production from 
an existing site will be transferred to the newly acquired business during 2008 
all of these business combinations have been accounted for by the acquisition method of accounting under ifrs 3 
‘business combinations’
book fair value fair
value adjustments value
£m £m £m
net assets acquired
property plant and equipment 144 – 144
inventories 06 – 06
trade and other receivables 32 02 30
cash and cash equivalents 15 – 15
trade and other payables 40 02 38
current tax liabilities 03 – 03
deferred tax liabilities 08 – 08
grants 07 – 07
total net assets acquired 139 – 139
customer relationships 17
goodwill 79
total consideration 235
satisfied by
cash 225
directly attributable acquisition costs 11
working capital and debt adjusters 01
total consideration 235
cash and cash equivalents acquired 15
220
goodwill arising on business combinations is attributable to the expected future profitability of new products and the anticipated
future operating synergies from the combination goodwill also includes the workforce acquired as part of the business combination
both the workforce acquired and strategic acquisition synergies are specifically excluded in the identification of intangible assets on
acquisition in line with ifrs 3 ‘business combinations’
fair value adjustments are management’s assessment of the differences between the book value of the assets and liabilities
acquired and the fair value at the date of acquisition
acquisitions contributed £121m revenue £03m to the group’s profit before tax before restructuring items and £13m to restructuring
items for the period between their date of acquisition and the balance sheet date
if the acquisitions had been completed on the first day of the financial year group revenue for the period would have been £9528m
and profit for the period would have been £356m
74 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 75
13 dividends
2008 2007
equity dividends on ordinary shares £m £m
amounts recognised in the period
final dividend for the 52 weeks ended 31 march 2007 of 275p 200506 085p per share 134 42
interim dividend for the 52 weeks ended 29 march 2008 of 155p 200607 150p per share 76 73
210 115
proposed final dividend for the 52 weeks ended 29 march 2008 of 295p 200607 275p per share 142 135
the proposed final dividend is subject to approval by shareholders at the annual general meeting and accordingly has not been
included as a liability in these financial statements
14 earningsloss per share
basic diluted basic diluted
earningsloss earningsloss earningsloss earningsloss
earningsloss per share per share earningsloss per share per share
2008 2008 2008 2007 2007 2007
earningsloss and earningsloss per share £m pence pence £m pence pence
continuing operations
earnings used for calculation of earnings per share 345 708 695 280 572 566
restructuring items 39 080 079 39 080 079
earnings used for calculation of earnings per share 
before restructuring items 384 788 774 319 652 645
discontinued operations
loss used for calculation of loss per share ––– 505 1032 1021
restructuring items ––– 515 1052 1041
earnings used for calculation of earnings per share 
before restructuring items ––– 10020020
continuing and discontinued operations
earningsloss used for calculation of 
earningsloss per share 345 708 695 225 460 455
restructuring items 39 080 079 554 1132 1120
earnings used for calculation of earnings per share 
before restructuring items 384 788 774 329 672 665
2008 2007
number of shares number m number m
weighted average number of shares 5142 5142
own shares held 225 219
shares held in employee share ownership trust esot 43 27
weighted average number of shares used for calculation of basic earnings 
per share and earnings per share before restructuring items 4874 4896
savingsrelated share options 08 –
executive share options 07 04
long term incentive plan 07 13
deferred share plan 34 34
matching share award 09 –
performance share plan 24 –
weighted average number of shares used for calculation of diluted earnings 
per share and diluted earnings per share before restructuring items 4963 4947 notes to the consolidated financial statements
continued
15 goodwill
£m
cost
at start of prior period 765
restructuring disposals 263
exchange movements 04
at end of prior period 498
at start of period 498
acquisitions 79
exchange movements 24
at end of period 601
accumulated impairment losses 
at start of prior period 111
restructuring disposals 62
exchange movements 01
at end of prior period 48
at start of period 48
exchange movements 05
at end of period 53
carrying amount
at end of period 548
at start of period 450
goodwill acquired related to the three business combinations completed during the period for further information see note 12
goodwill acquired in a business combination is allocated at acquisition to the group’s cgus that are expected to benefit from that
business combination the cgus have been defined as the operating business to which the goodwill relates the carrying amount 
of goodwill has been allocated as follows
2008 2007
£m £m
solway foods 301 301
ethnic cuisine 51 –
green isle 178 149
convenience foods 18 –
548 450
impairment tests for goodwill
the group tests for impairment of goodwill at least annually
the recoverable amounts of the cgus are determined from value in use calculations the key assumptions for the value in use
calculations are those regarding the discount rates growth rates and expected changes to selling prices and direct costs during 
the period management estimates discount rates using the group’s weighted average cost of capital 
the group prepares cash flow forecasts derived from the most recent financial plans approved by management for the next five years
and extrapolates these cash flows in perpetuity using growth assumptions relevant for the business sector the growth rate used is not
more than 30 200607 not more than 30 and is not considered to be higher than the average long term industry growth rate
the rate used to discount the forecast cash flows for all cgus is the group’s pretax weighted average cost of capital of 111
200607 100 
76 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 77
16 other intangible assets 
customer software
relationships licences total 
£m £m £m
cost
at start of prior period –103103
restructuring disposals – 44 44
at end of prior period –5959
at start of period –5959
acquisitions 17 – 17
at end of period 17 59 76
accumulated amortisation
at start of prior period –3535
charge for prior period –0909
restructuring disposals – 20 20
at end of prior period –2424
at start of period –2424
charge for period –0606
at end of period –3030
carrying amount
at end of period 17 29 46
at start of period –3535
the group tests for impairment of customer relationships at least annually the key assumptions for the value in use calculations 
are those regarding forecast sales volumes and prices the growth rate used is not more than 30 and is not considered to be
higher than the average long term industry growth rate management estimates discount rates using the group’s weighted average
cost of capital
the rate used to discount the forecast cash flows is the group’s pretax weighted average cost of capital of 111 200607 100 notes to the consolidated financial statements
continued
17 property plant and equipment
freehold leasehold plant fixtures
property property and vehicles total
£m £m £m £m
cost or valuation 
at start of prior period 2611 1011 9312 12934
additions 05 – 27 6 281
disposals – 05 27 32
restructuring disposals 943 725 3983 5651
reclassifications 15 10 05 –
exchange movements 09 – 33 42
at start of period 167 9 27 1 5540 7490
additions 27 – 166 193
acquisition of subsidiaries and businesses – 58 86 144
disposals 51 – 25 7 6
reclassifications 01 – 01 –
exchange movements 51 – 205 256
at end of period 1707 329 5971 8007
accumulated depreciation and impairment losses
at start of prior period 750 280 6297 7327
charge for prior period 48 19 500 567
restructuring provision for impairment 20 – 30 50
disposals – 03 25 28
restructuring disposals 27 8 232 3107 3617
reclassifications 06 02 04 –
exchange movements 01 – 18 19
at start of period 545 62 367 3 4280
charge for period 32 05 37 4 411
restructuring provision for impairment – – 15 15
disposals 08 – 21 29
exchange movements 09 – 121 130
at end of period 578 67 4162 4807
carrying amount
at end of period 1129 262 1809 3200
at start of period 1134 209 1867 3210
at the period end the group had entered into contractual commitments for the purchase of property plant and equipment
amounting to £20m 200607 £16m
the carrying amount of the group’s property plant and equipment includes an amount of £nil 200607 £nil in respect of assets 
held under finance leases
the recoverable amounts of the property plant and equipment are determined from value in use calculations unless management 
is committed to closing or selling the business if the value of the business is to be recovered through sale or closure then the
recoverable amount is the fair value less costs to sell the key assumptions for the value in use calculations are those regarding 
the discount rates growth rates and expected changes to selling prices and direct costs during the period management estimates
discount rates using the group’s weighted average cost of capital 
the group prepares cash flow forecasts derived from the most recent financial plans approved by management for the next five years
and extrapolates these cash flows in perpetuity using growth assumptions relevant for the business sector the growth rate used is not
more than 30 200607 not more than 30 and is not considered to be higher than the average long term industry growth rate
the rate used to discount the forecast cash flows for all cgus is the group’s pretax weighted average cost of capital of 111
200607 100 
78 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 79
18 inventories
2008 2007
£m £m
raw materials 155 17 6
work in progress 43 38
finished goods 274 244
472 458
the directors consider that the replacement cost of inventories is not materially different to the value shown above
19 trading investments 
trading investments stated at fair value represent investments in listed equity securities that present the group with opportunity for
return through dividend income and trading gains they have no fixed maturity or coupon rate the fair values of these securities are
based on quoted market prices
2008 2007
£m £m
trading investments at fair value 01 49
20 subsidiaries
a list of the significant subsidiary investments including the name country of incorporation and proportion of ownership interest is
given in note 45 to the company’s separate financial statements
21 trade and other receivables
2008 2007
£m £m
trade receivables 97 2 887
other receivables 107 146
other prepayments 34 43
loan note – 67
1113 1143
the loan note in the prior period related to deferred consideration on the disposal of the trade and assets of nft distribution interest
accrued at a variable rate the loan note and accrued interest was repaid in full by the purchaser on 11 august 2007 
trade receivables of £97 2m 200607 £887m are net of amounts that are individually determined to be impaired of £19m 200607 £15m
the average credit period taken on sales of goods is 31 days 200607 39 days trade receivables are provided for based on
estimated irrecoverable amounts from the sale of goods determined by reference to past default experience and sales
documentation notes to the consolidated financial statements
continued
21 trade and other receivables continued
an ageing profile of trade receivables past due but not impaired is shown below
past due by past due by
1–31 days 31–90 days total
£m £m £m
2008 90 05 95
2007 49 09 58
included within trade receivables are balances which are neither past due nor impaired of £87 7m 200607 £829m in determining the
recoverability of a trade receivable the group considers any change in the credit quality of the trade receivable from the date credit
was initially granted up to the reporting date the directors believe that there is no further credit provision required in excess of the
allowance for doubtful debts management believe that these balances have low credit risk because the group’s top five customers 
all leading uk retailers represent more than 75 of the group’s revenue this results in a high concentration of credit risk however
these customers have good credit ratings and consequently the credit risk for the group’s overall trade receivables is considered low
included in the trade receivables balance are receivables with a carrying amount of £95m 200607 £58m which are past due at the
period end for which the group has not provided as there has not been a significant change in credit quality and the amounts are
still considered recoverable the group does not hold any collateral over these balances the average age of these receivables which
are past due but not impaired is 17 days 200607 22 days the table below shows the movement in the allowance for doubtful debt
2008 2007
£m £m
at start of period 15 17
impairment losses recognised 10 09
amounts written off as uncollectible 03 03
disposal of discontinued operations – 08
impairment losses reversed 03 –
at end of period 19 15
the ageing profile of impaired trade receivables is shown below
past due by past due by past due by
1–31 days 31–90 days over 90 days total
£m £m £m £m
2008 03 10 06 19
2007 06 03 06 15
the directors consider that the carrying amount of trade and other receivables approximates to their fair value the directors consider
the maximum credit risk at the balance sheet date is equivalent to the carrying value of trade and other receivables 
22 cash and cash equivalents
cash and cash equivalents comprise cash held by the group short term bank deposits with an original maturity of three months or
less and bank overdrafts the directors consider that the carrying amount of these assets and liabilities approximates to their fair value
80 notes to the consolidated financial statements  northern foods plc 23 trade and other payables
2008 2007
£m £m
trade payables 1007 1036
accruals and deferred income 635 620
other payables including social security 202 242
1844 1898
trade payables principally comprise amounts outstanding for trade purchases and ongoing costs the average credit period taken
for trade payables is 49 days 200607 44 days the group has financial risk management policies in place to ensure that all
payables are paid within the internal credit timeframe
the directors consider that the carrying amount of trade payables approximates to their fair value
24 provisions
£m
at start of period 77
restructuring provisions – charge for period 21
utilised in period 7 5
at end of period 23
all of the provisions are included within current liabilities the provisions are expected to be utilised in full within the next 52 week period
the restructuring provisions made during the period of £21m comprised £11m in respect of central cost reduction initiatives including
office rationalisation and £10m relating to the headcount reduction within the frozen division 
25 financial liabilities – borrowings
2008 2007
current £m £m
bank loans and overdrafts due within one year or on demand 03 04
03 04
2008 2007
noncurrent £m £m
revolving credit facility 2010 1300 850
senior loan notes 2012–2017 1316 1326
2616 217 6
borrowings are repayable as follows
2008 2007
£m £m
within one year or on demand 03 04
in the second year – –
in the third to fifth years inclusive 1759 850
after five years 857 1326
2619 2180
northern foods plc  notes to the consolidated financial statements 81 notes to the consolidated financial statements
continued
25 financial liabilities – borrowings continued
bank loans and overdrafts are analysed by currency as follows
sterling us dollars total
2008 £m £m £m
bank loans and overdrafts due within one year or on demand 03 – 03
revolving credit facility 2010 1300 – 1300
senior loan notes 2012–2017 543 77 3 1316
1846 77 3 2619
2007
bank loans and overdrafts due within one year or on demand 04 – 04
revolving credit facility 2010 850 – 850
senior loan notes 2012–2017 543 783 1326
1397 783 2180
the average interest rates paid on bank loans and overdrafts were as follows
2008 2007
 
bank overdrafts 654 582
bank loans 617 536
senior loan notes 2012–2017 550 550
where market values are not available fair values of financial assets and financial liabilities have been calculated by discounting
expected future cash flows at prevailing interest rates and by applying period end exchange rates the carrying amounts of short
term borrowings and the revolving credit facility 2010 approximate to their fair value 
the fair value of the senior loan notes 2012–2017 is disclosed below
2008 2008 2007 2007
carrying value fair value carrying value fair value
£m £m £m £m
senior loan notes 2012–2017 1316 1390 1326 1320
at the period end the group had available £3300m 200607 £3750m of undrawn committed facilities on the revolving credit facility
2010 and £47m bank overdrafts 200607 £146m in respect of which all conditions precedent had been met
26 financing
bank overdrafts
all bank loans and overdrafts are unsecured and repayable on demand and are arranged at floating rates thus exposing the 
group to cash flow interest rate risk the interest rate on bank overdrafts is 10 200607 10 above the bank of england base rate 
revolving credit facility 2010
the group holds a five year syndicated revolving credit facility of £4600m at the period end the amount due under the facility was
£1300m 200607 £850m the amount drawn down is repayable in periods of up to one year but is capable of being immediately
refinanced as part of the committed revolving credit facility 2010 the rate of interest fluctuates in line with market rates thus exposing
the group to cash flow interest rate risk
the maturity profile of the revolving credit facility 2010 is shown below this assumes that the interest paid during future years is paid at
the interest rate 585 and the level of debt drawn down remains consistent with the rates and borrowings at the balance sheet date 
interest payable
over remaining repayment of
life of facility principal total payable
£m £m £m
revolving credit facility 2010 17 4 1300 1474
82 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 83
26 financing continued
senior loan notes 2012–2017
the company has approximately £1427m of senior guaranteed loan notes in the us private placement debt market notes are in
both us dollars 1550m and pounds sterling £543m the notes are fixed rate and unsecured following the business disposals in
the prior period the group may have been required by the note holders to make a part repayment during 200708 as an appropriate
proportion of the proceeds was reinvested in acquisitions or capital investment no repayment has been required 
the maturity profile below shows the annual cash flows paid in both the current and prior year the cash flow hedge is currently
effective in consequence the interest payments are fixed and are accounted for in the consolidated income statement on an accruals
basis the charge to the consolidated income statement corresponds to the annual interest paid the repayment of the principal
amount will not enter into the determination of profit or loss unless the hedge becomes ineffective the effectiveness of the cash flow
hedge is assessed at each balance sheet date 
annual swap annual swap
cash flow cash flow annual annual
paid received interest interest
amount amount interest to banks from banks paid paid
tranche maturity m £m rate £m m m £m
series a dec 2012 350 200 563 11 20 20 11
series b dec 2015 825 47 1 577 25 48 48 25
series c dec 2017 37 5 213 587 12 22 22 12
series d dec 2012 £285 285 547 – – – 16
series e dec 2015 £258 258 547 – – – 14
1427 78
all us dollar cash flows are hedged using cross currency swaps northern foods will receive each 20 december and 20 june 
the bond interest payment dates fixed usd sufficient to fully cover interest due to holders of the usd denominated bonds in exchange
for payment of fixed pounds sterling on the same date the weighted average interest rate payable in pounds sterling by the company
is approximately 55 additionally the swap contracts provide for an exchange of the principal amounts at maturity at the same rate
of exchange as the initial principal was translated £1  1752
27 financial instruments
capital risk management
the group manages its capital to ensure that entities in the group will be able to continue as going concerns whilst maximising the
return to stakeholders through the optimisation of the debt and equity balance the capital structure of the group consists of net debt 
as disclosed in note 28 and equity shareholders’ funds as disclosed in notes 30 and 31 
board policy is to operate with fixed rate borrowings within a range of 20 to 50 of total net debt over the medium term although 
the group may operate outside of this range in the short term at the year end 71 of the group’s debt was fixed 200607 81 
the proportion of fixed rate borrowings increased in the prior period after the business disposals were made during 200607  
a net debt review is carried out by management on a weekly basis 
the group has performed share buybacks during the period and funded acquisitions during the period the company repurchased
6056846 shares at a cost of £53m 200607 nil shares and made three acquisitions 200607 nil as discussed in note 12 notes to the consolidated financial statements
continued
27 financial instruments continued
categories of financial instruments
carrying value fair value
2008 2007 2008 2007
£m £ £m £
financial assets
held for trading
trading investments 01 49 01 49
loans and receivables at amortised cost
trade receivables 97 2 887 97 2 887
loan note – 67 – 67
cash and cash equivalents 729 483 729 483
1702 1486 1702 1486
financial liabilities
financial liability held at amortised cost in a cash flow hedging relationship
senior loan notes 2012–2017 1316 1326 1390 1320
derivatives that are designated and effective as hedging instruments 
carried at fair value
derivative financial instruments cross currency interest rate swaps 41 65 41 65
other financial liabilities at amortised cost
trade payables 1007 1036 1007 1036
bank loans and overdrafts 03 04 03 04
revolving credit facility 2010 1300 850 1300 850
finance leases 08 – 08 –
367 5 3281 3749 327 5
the fair value of the financial assets approximates to their carrying value due to the short term nature of the receivables
the fair value of the financial liability held at amortised cost in a cash flow hedging relationship has been calculated by discounting
expected future cash flows at prevailing interest rates and by applying period end exchange rates the disclosure of the fair value is
also shown in note 25 
the directors use their judgement in selecting an appropriate valuation technique for derivatives that are designated and effective 
as hedging instruments carried at fair value but that are not quoted in an active market valuation techniques commonly used 
by market practitioners are applied and assumptions are made based on quoted market rates adjusted for specific features of 
the instrument
the fair value of the other financial liabilities at amortised cost approximates to their carrying value the trade and other payables
approximate to their fair value due to the short term nature of the payables the finance lease fair value approximates to the carrying
value based on discounted future cash flows
financial risk management objectives 
the group collates information from across the business and reports to the board of directors on key financial risks on a monthly
basis these risks include credit risk liquidity risk interest rate risk and currency risk
the group seeks to minimise its exposure to these risks by using derivative financial instruments where applicable the use of
derivative financial instruments is governed by group policies which have been approved by the board of directors the group only
enters into trade financial instruments for specific purposes speculative purchases are not made
credit risk management
credit risk refers to the risk of financial loss to the group if a counterparty defaults on its contractual obligations of the loans and
receivables at amortised cost held in the balance sheet 
the group’s credit risk is primarily attributable to its trade receivables the group’s top five customers all leading uk retailers
continue to represent more than 75 of the group’s revenue these customers have favourable credit ratings and consequently
reduce the credit risk for the group’s overall trade receivables the credit risk on liquid funds and derivative financial instruments is 
limited because the counterparties are banks with good credit ratings assigned by international credit rating agencies processes 
are in place to manage receivables and overdue debt and to ensure that appropriate action is taken to resolve issues on a timely
basis credit control operating procedures are in place to review all new customers existing customers are reviewed as management
become aware of changes of circumstances for specific customers during the period the amount written off in respect of credit risk
was £03m 200607 £03m
84 notes to the consolidated financial statements  northern foods plc 27 financial instruments continued
the amounts presented in the balance sheet are net of appropriate allowance for doubtful trade receivables specific customer risk
and assessment of the current economic environment the carrying amount of financial assets recorded in the financial statements
which is net of impairment losses represents the group’s maximum exposure to credit risk
liquidity risk management
liquidity risk refers to the risk that the group may not be able to fund the day to day running of the group liquidity risk is reviewed
by the board on a monthly basis the group manages liquidity risk by monitoring actual and forecast cash flows and matching the
maturity profiles of financial assets and liabilities the group also monitors the drawdown of debt against the available banking
facilities and reviews the level of reserves liquidity risk management ensures sufficient debt funding is available for the group’s day
to day needs board policy is to maintain reasonable headroom of unused committed bank facilities in a range of maturities at least
12 months beyond the period end
the group has two principal debt facilities notes 25 and 26
 revolving credit facility 2010
 senior loan notes 2012–2017
the following table details the group’s maturity profile of its financial liabilities excluding derivative financial instruments
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2008 £m £m £m £m £m £m
senior loan notes 2012–2017 – 38 37 736 982 1793
trade payables 694 313 – – – 1007
bank loans and overdrafts 03 – – – – 03
revolving credit facility 2010 06 13 57 1398 – 1474
finance leases – – 02 06 – 08
703 364 96 2140 982 4285
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2007 £m £m £m £m £m £m
senior loan notes 2012–2017 – 38 37 767 1030 187 2
trade payables 714 322 – – – 1036
bank loans and overdrafts 04 – – – – 04
revolving credit facility 2010 04 08 37 964 – 1013
722 368 7 4 1731 1030 3925
the liquidity profile of the trade payables has been assumed consistent with the group’s payment terms of 45 days 200607 45 days
the repayment of the interest and principal on the us dollar denominated senior loan notes 2012–2017 has been calculated at the
period end rate of £1  1989 200607 £1  1961
the repayment of interest on the revolving credit facility 2010 has been calculated on the principal at the period end date and the
interest rate at that date
the maturity profiles of the derivative financial instruments are shown below the us dollar exchange rate used is that at the balance
sheet date of £1  1989 200607 £1  1961
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2008 £m £m £m £m £m £m
swap cash flow paid to banks – 24 24 381 783 1212
swap cash flow received from banks – 23 23 347 696 1089
– 01 01 34 87 123
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2007 £m £m £m £m £m £m
swap cash flow paid to banks – 24 24 392 820 1260
swap cash flow received from banks – 23 23 362 741 1149
– 01 01 30 7 9 111
northern foods plc  notes to the consolidated financial statements 85 notes to the consolidated financial statements
continued
27 financial instruments continued
interest rate risk management
the group is exposed to interest rate risk on borrowings drawn down on the revolving credit facility 2010 the risk is managed by
maintaining an appropriate mix between fixed and floating rate borrowings interest risk management balances debt financing as a
tool to improve the returns through leverage in the capital structure with the potential for an increase in interest rates to impact profits
negatively board policy is to operate with fixed rate borrowings within a range of 20 to 50 of total net borrowings over the medium
term although the group may operate outside this range in the short term at the year end 71 of the group’s net debt is fixed
200607 81 board approval is required for the use of any interest rate derivative
interest rate sensitivity analysis has been performed on the financial assets and liabilities to illustrate the impact on group profits 
and equity if interest rates increaseddecreased this analysis assumes the liabilities outstanding at the period end were outstanding
for the whole period a 50 bps increase or decrease has been used comprising management’s assessment of reasonably possible
changes in interest rates
if interest rates had been 50 bps higherlower then profit before taxation for the 52 weeks ended 29 march 2008 would have
decreasedincreased by £07m 200607 £04m and equity at the balance sheet date would have decreasedincreased by £08m
200607 £06m it has been assumed that all other variables remained the same when preparing the interest rate sensitivity analysis 
foreign currency risk management
foreign currency risk management occurs at a transactional level on revenues and purchases in foreign currencies and at a
translational level in relation to the translation of overseas operations board policy is for uk businesses to hedge transactional
exposures using forward foreign exchange contracts wherever material transactional exposure in our irish business is not hedged
however there is a partially offsetting translation exposure the senior loan notes 2012–2017 have been hedged using cross currency
interest rate swaps of similar maturity subject to a one off right for the counterparty bank to break the swap after seven years at the
market value of the swap at that date the group monitors foreign exchange rates to assess the potential impact on group profits 
if exchange rates move significantly and a summary of hedges in place is reported monthly to the board 
the group’s main foreign exchange risk is to the euro during the 52 week period to 29 march 2008 the euro strengthened against
gbp by 14 mainly in the second half of the year with the closing rate at ¤12621 compared to ¤14735 at the prior period end 
the average rate for the 52 week period to 29 march 2008 was ¤142 a reduction of 35 versus prior year and the net impact 
on profit of transaction losses offset by translation gains was a charge of £12m 
the overseas subsidiary whose functional currency is the euro has pounds sterling assets and liabilities at both balance sheet 
dates a sensitivity analysis has been performed on these pounds sterling financial assets and liabilities to sensitivity of a 
10 increasedecrease in pounds sterling to euro exchange rate a 10 increasedecrease has been used comprising management’s
assessment of reasonably possible changes in euro exchange rates the impact on profit for the period is an increasedecrease 
of £03m 200607 increasedecrease of £18m and the impact on equity is an increasedecrease of £03m 200607 increasedecrease
of £18m 
a sensitivity analysis has been performed on the financial assets and liabilities to sensitivity of a 10 increasedecrease in the 
pounds sterling to us dollar exchange rate a 10 increasedecrease has been used comprising management’s assessment 
of reasonably possible changes in us dollar exchange rates the impact on profit for the period is an increasedecrease of 
£nil 200607 £nil and on equity is an increasedecrease of £11m 200607 £05m
86 notes to the consolidated financial statements  northern foods plc 27 financial instruments continued
forward foreign exchange contracts
group policy in 200708 and prior periods was to hedge individual capital expenditure foreign currency transactions of more than
£03m an analysis is shown below
average exchange rate foreign currency contract value fair value
2008 2007 2008 2007 2008 2007 2008 2007
outstanding contracts m m £m £m £m £m
buy us dollars
in less than 3 months 1984 – 06 – 03 – 03 –
in 3–6 months 1980 – 01 – 01 – 01 –
buy euros 
in less than 3 months 1264 – 13 – 10 – 10 –
changes in the fair value of nonhedging currency derivatives amounting to £nil have been charged to the income statement in the
year 200607 £nil 
cross currency interest rate swaps
the company has cross currency interest rate swaps to provide a cash flow hedge against currency and interest rate movements
on the us1550m senior loan notes 2012–2017  swap contracts with a nominal value of us1550m £885m have fixed sterling interest
payments at an average rate of 55 for periods up to 2017 and have fixed usd interest receipts at an average rate of 576 at the
period end swap contracts had a negative fair value of £41m 200607 negative £65m
the cash flow hedge forms part of the group’s risk management strategy which is reviewed and authorised by the board the fixed
cash flows will be achieved through the use of cross currency interest rate swaps the actual risk being hedged is the foreign
exchange risk 
the group uses the dollar offset hypothetical derivative method to test the effectiveness of the hedge the cumulative change in the
fair value of the hypothetical derivative is compared to the cumulative fair value changes of the hedge instrument the fair values of
foreign currency forward contracts are measured using quoted forward foreign exchange rates and yield curves from quoted interest
rates matching maturities of the contracts the maturity profile is shown on page 85
28 analysis of net debt 
references to net debt refer to the total borrowings of the group including both short term and long term bank loans bonds 
loan notes and finance leases after offsetting the cash and cash equivalents of the business and short term investments net debt
will also include the proportion of the fair value of the currency swaps hedging the balance sheet value of the group’s dollar
denominated loan notes
the table below reconciles net debt
2008 2007
£m £m
cash and cash equivalents 729 483
trading investments 01 49
bank loans overdrafts and loan notes due within one year 03 04
finance leases 08 –
revolving credit facility 2010 1300 850
senior loan notes 20122017 1316 1326
currency element of fair value of swaps hedging the group’s us dollar 
denominated loan notes 105 94
net debt 2002 1742
net debt
net debt is not a defined term under ifrs and may not therefore be comparable with other similarly titled nonifrs debt measures
reported by other companies the group adopts this measure because it is used in calculating the banking covenants it is also the
measure used for internal debt analysis in addition the net debt balance provides an indication of the net borrowings on which the
company is required to pay interest
northern foods plc  notes to the consolidated financial statements 87 notes to the consolidated financial statements
continued
29 deferred taxation assetsliabilities
retirement other accelerated
benefit employee tax revaluation
obligation benefits depreciation of buildings other total
£m £m £m £m £m £m
at start of prior period 265 15 281 11 – 12
chargedcredited to income statement in prior period 63 03 52 – – 08
restructuring items 138 – 161 – – 23
disposal of discontinued operations – – 88 – – 88
charged to equity 01 01 – – – 02
exchange differences – – 01 – – 01
at start of period 65 19 21 11 – 94
chargedcredited to income statement 7 8 03 31 – 03 109
restructuring items 18 – 24 – – 06
acquisition of subsidiaries and businesses – – 08 – – 08
charged to equity 128 01 – 01 – 128
exchange differences 01 – 03 – – 02
at end of period 158 15 03 10 03 147
the finance act 2007 included provision for a reduction in the rate of uk corporation tax from 300 to 280 with effect from 1 april 2008
the rate reduction has been substantively enacted and therefore has been used for the deferred tax calculation on uk businesses 
although amendments to the industrial buildings allowance regime were also proposed in the finance act 2007  these amendments
were not substantively enacted at 29 march 2008 and accordingly have not been reflected in the group’s results for the 52 weeks
ended 29 march 2008 the directors have estimated that had these amendments been reflected in the group’s results for the 52 weeks
ended 29 march 2008 in respect of existing industrial buildings held by the group the effect would be to increase the deferred tax
liability held in the balance sheet by approximately £107m
at the balance sheet date the aggregate amount of temporary differences associated with unremitted earnings of subsidiaries for
which deferred tax liabilities have not been recognised is £17 4m 200607 £144m no liability has been recognised in respect of these
differences because the group is in a position to control the timing of the reversal of the temporary differences and it is probable that
such differences will not reverse in the foreseeable future 
no deferred tax has been provided on capital losses totalling £1555m at 29 march 2008 200607 £940m as it is uncertain when these
losses will be utilised against future taxable gains the unprovided deferred tax asset on these losses is £435m 200607 £282m
30 share capital
2008 2008 2007 2007
number m £m number m £m
authorised ordinary shares of 25p each 7600 1900 7600 1900
allotted called up and fully paid ordinary shares of 25p each
at start of period 5142 1286 5142 1286
issue of equity shares –– ––
at end of period 5142 1286 5142 1286
during both the current and prior period the company did not issue any shares
88 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 89
31 reserves
hedging
share capital reserve and
premium redemption for own esot translation other retained
account reserve shares reserve reserve reserves earnings
£m £m £m £m £m £m £m
at start of prior period 651 236 342 44 26 33 325
net loss for period – – – – – – 225
dividends – – – – – – 115
actuarial gains on defined benefit pension 
schemes net of deferred tax – – – – – – 04
equity settled incentive schemes net 
of deferred tax – – – 02 – 10 –
exchange differences – – – – 30 – –
decrease in fair value of cash flow hedge – – – – 50 – –
transfer to profit or loss on cash flow hedge – – – – 103 – –
other movements – – – – – 01 01
at start of period 651 236 342 42 49 42 668
net profit for period – – – – – – 345
dividends – – – – – – 210
actuarial gains on defined benefit pension 
schemes net of deferred tax – – – – – – 225
purchase of shares for esot – – – 41 – – –
purchase of treasury shares – – 53 – – – –
equity settled incentive schemes net 
of deferred tax – – – – – 10 –
exchange differences – – – – 130 – –
increase in fair value of cash flow hedge – – – – 24 – –
transfer to profit or loss on cash flow hedge – – – – 11 – –
other movements – – – – – – 01
at end of period 651 236 395 83 214 52 307
share capital
the company has one class of ordinary shares which carry no right to fixed income
share premium account
the share premium account represents amounts received in excess of the nominal value of shares on issue of new shares
capital redemption reserve
the capital redemption reserve arose on the repurchase and cancellation of ordinary shares
reserve for own shares
the reserve for own shares held by the group represents the shares in the company held in treasury the number of shares held 
in treasury at the balance sheet date was 27 971846 200607 21915000
esot reserve
the esot holds shares which are primarily used to satisfy awards made under long term incentive plans the number of shares held
in the esot at the balance sheet date was 6697 363 200607 2951142
hedging and translation reserve
the hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have not yet occurred
the translation element of the reserve records exchange differences arising from the translation of the financial statements of 
foreign subsidiaries
other reserves
other reserves primarily represent the equity component of share based payment arrangements and the remaining revaluation
reserve from when the group accounted under uk gaap
retained earnings
retained earnings include net profit or loss for the year notes to the consolidated financial statements
continued
32 reconciliation of net cash from operating activities
2008 2007
notes £m £m
profit from operations – continuing operations 6 437 401
profit from operations – discontinued operations 6 – 37
437 438
adjustments for
depreciation of property plant and equipment and amortisation of other intangible assets 16 17 417 57 6
impairment of property plant and equipment 17 15 50
lossprofit on disposal of property plant and equipment 03 281
decreaseincrease in provisions 24 54 77
change in retirement benefit obligation excluding special pension contributions 20 45
equity settled incentive scheme 11 09
grants and other noncash movements 09 15
operating cash flow before movement in working capital and special pension contributions 840 899
special pension contributions 220 530
operating cash flow before movement in working capital 620 369
movement in inventories 15 68
movement in trade and other receivables 37 88
movement in trade and other payables 168 180
cash from operations 504 705
interest paid 149 195
net taxation paid 30 04
net cash from operating activities 325 506
33 contingent liabilities
a number of subsidiary companies and northern foods plc are guarantors in respect of the senior loan notes 2012–2017  whereby
they absolutely and unconditionally guarantee the principal of and interest on the senior loan notes 2012–2017  additionally the same
subsidiary companies are cross guarantors in respect of the five year syndicated revolving credit facility 2010 
a subsidiary undertaking is party to a letter of credit issued by barclays bank plc for £45m 200607 £22m secured against the
assets of the subsidiary undertaking 
northern foods plc is the guarantor in respect of the obligations of several subsidiary undertakings with allied irish bank as at 
29 march 2008 northern foods plc guaranteed £nil 200607 £nil 
various group undertakings are also parties to litigation none of which is considered to be material
34 operating lease commitments
outstanding commitments for future minimum lease payments under noncancellable operating leases fall due as follows
2008 2007
£m £m
within one year 48 34
in the second to fifth years inclusive 94 77
after five years 105 67
247 17 8
the group leases various offices and warehouses under noncancellable operating lease agreements the leases have various
terms escalation clauses and renewal rights the group also leases plant and machinery and vehicles under noncancellable
operating lease agreements
90 notes to the consolidated financial statements  northern foods plc 35 finance leases
the group’s finance lease obligations are shown below
2008 2007
£m £m
within one year 02 –
in the second to fifth years inclusive 06 –
08 –
the fair value of the group’s finance lease obligations approximates to their carrying value
36 equity settled share based payments 
equity settled share option plan
the group has applied the requirements of ifrs 2 ‘sharebased payments’ in accordance with the transitional provisions ifrs 2 
has been applied to all grants of equity instruments after 7 november 2002 that were unvested at 1 january 2005
the group operates executive share option schemes for executive directors and senior management within the group in addition to
issuing an hm revenue  customs savingsrelated share option scheme for all employees options are granted with a fixed exercise
price options lapse when an employee leaves the group subject to certain ‘good leaver’ provisions 
the fair value per option granted and the assumptions used in the calculations are as follows
grant of share grant of share grant of share
executive share options options options options
date of grant 19 nov 2001 2 dec 2002 19 dec 2003
number of instruments granted 3751500 3883500 3375195
exercise price pence 157 2 1681 137 0
share price at date of grant pence 1630 1720 1350
contractual life years 10 10 10
performance conditions note a note a note a
settlement equity equity equity
expected volatility 42 38 37
expected option life at grant date years 5 5 5
risk free interest rate 466 473 478
expected dividend dividend yield 522 515 679
fair value per granted instrument 
determined at the grant date pence 430 423 27 5
valuation model blackscholes blackscholes blackscholes
grant of share grant of share grant of share grant of share
executive share options options options options options
date of grant 29 march 2004 17 dec 2004 14 dec 2005 4 july 2006
number of instruments granted 442950 2313123 2059231 4218455
exercise price pence 1592 1697 1533 797
share price at date of grant pence 1590 1665 1535 840
contractual life years 10 10 10 10
performance conditions note b note c note c note c
settlement equity equity equity equity
expected volatility 35 33 30 30
expected option life at grant date years 5555
risk free interest rate 474 444 430 470
expected dividend dividend yield 584 525 600 540
fair value per granted instrument
determined at the grant date pence 339 360 264 153
valuation model blackscholes blackscholes blackscholes blackscholes
northern foods plc  notes to the consolidated financial statements 91 notes to the consolidated financial statements
continued
36 equity settled share based payments continued
long term long term share bonus share bonus deferred share
other arrangements incentive plan incentive plan plan plan bonus plan
date of grant 12 dec 2005 4 july 2006 4 july 2006 13 june 2007 13 july 2006
number of instruments granted 474442 1013523 408809 357 028 4928287
exercise price pence nil nil nil nil nil
share price at date of grant pence 1537 840 840 1235 818
contractual life years 5 5 3 3 3
performance conditions note d note d note e note e note f
settlement equity equity equity equity equity
expected volatility 300 300 300 250 300
expected life at grant date years 33333
risk free interest rate 430 470 470 577 470
expected dividend dividend yield 600 540 540 478 540
fair value per granted instrument 
determined at the grant date pence 1281 611 610 889 409
valuation model blackscholes blackscholes blackscholes blackscholes blackscholes
deferred
matching performance performance share bonus save as you save as you
other arrangements share award share plan share plan plan earn earn
date of grant 4 june 2007 29 aug 2007 5 dec 2007 26 sept 2007 20 dec 2007 20 dec 2007
number of instruments granted 1040460 2441010 3350000 194586 4607 258 5390539
exercise price pence nil nil nil nil 760 760
share price at date of grant pence 1297 9875 87 0 1017 900 900
contractual life years 3 and 4 3 3 2 35 55
performance conditions note h note g note g note f note i note i
settlement equity equity equity equity equity equity
expected volatility 252 27 2 309 300 27 5 27 4
expected life at grant date years 3 and 4 3 3 2 325 525
risk free interest rate 577 526 441 511 445 456
expected dividend dividend yield 0 0 0 0 478 478
fair value per granted instrument 
determined at the grant date pence 8914 5890 4917 10170 2011 2153
valuation model monte carlo monte carlo monte carloblackscholes monte carlo monte carlo
expected volatility was determined by calculating the historical volatility of the group’s share price over a period commensurate 
with the expected term of the relevant award the expected life used in the model has been adjusted based on management’s best
estimate for the effects of nontransferability exercise restrictions and behavioural considerations
92 notes to the consolidated financial statements  northern foods plc 36 equity settled share based payments continued
performance conditions – notes
a performance condition measured by reference to earnings per share the target requires that the real growth in earnings per
share over the three year performance period is greater than 3 per annum compound the performance condition allows for
retesting after years four and five against the full period from the grant
b no performance condition attached
c performance condition measured by reference to earnings per share the target requires that the real growth in earnings per
share over the three year performance period is greater than 3 per annum compound the performance condition does not
allow for retesting
d the ltip has two performance conditions
tsr the total number of shares that will vest will be up to 50 dependent on how the tsr in relation to an ordinary share of
northern foods over the relevant performance period compares with tsr in relation to the ordinary shares of the companies 
in the comparator group in the same period where the tsr of northern foods over the performance period places it between
the median and the upper quartile the number of shares will be calculated on a straight line basis with 20 of the shares being
received when northern foods is placed above median and 50 being received where northern foods is placed in the upper
quartile where northern foods growth in tsr places it below median no shares will vest in relation to this element of the award
return on invested capital roic 50 of the total award vests on achievement of a minimum growth in roic over the
performance period growth in roic over the period has to be 100 or more basis points the number of shares that each
participant receives is calculated on a straight line basis with 7 5 of the shares being received if northern foods achieves 
growth of 100 basis points and maximum of 50 being received if the company achieves growth of 200 basis points
e under the share bonus plan 80 of annual bonus opportunity is linked to specific financial targets including targets for profit
from operations and profit before tax both measured before restructuring items the other 20 is directly related to individual
performance against personal performance contracts set at the start of the financial year which contain six individual and
business performance targets which are considered appropriately stretching
f the deferred share bonus plan dsbp was introduced in june 2006 so as to incentivise and retain the key talent necessary to
drive the specific performance improvements required performance was assessed against key milestones over the 12 month
period to 31 march 2007  these four key milestones related to improving free cash flow and reducing net debt as at 1 april 2006 
by £125m reducing the run rate for central costs by £12m per annum compared to 200506 and the successful resolution of the
pension deficit this dsbp provided approximately 40 senior executives with an award of shares with a value up to 100 of base
salary at the prevailing market price of 8175 pence per share on 13 july 2006 these shares will be satisfied by the transfer of
existing shares held in trust after the vesting date in july 2009
g the performance share plan was introduced to incentivise the group’s senior executives there are two performance conditions
which will align the interests of senior executives with those of shareholders
tsr the total number of shares that will vest will be up to 50 dependent on tsr growth over the performance period tsr is
required to grow by 30 from the effective base of £124 for 7 5 of the shares to vest up to a maximum of 50 being received 
if the tsr grows by 80 or more
roic 50 of the total award vests on achievement of a minimum growth in roic over the performance period the number 
of shares that each participant receives is calculated on a straight line basis with 7 5 of the shares being received if the 
group achieves growth of 100 basis points and maximum of 50 being received if the group achieves growth of 200 basis points
or more
h the award of matching shares to s barden was made as part of his recruitment as chief executive the performance conditions
attached to the matching share award are the same as those for the performance share plan see g save that threshold vesting
of the tsr element will not occur unless the group achieves growth in tsr of 35 over the relevant period half the matching
award will vest on the third anniversary of the grant with the other half vesting on the fourth anniversary of grant to the extent that
the performance conditions are met and providing he retains the purchased shares and remains employed by the group
i the group introduced an hm revenue  customs approved savingsrelated share option plan for all employees there are 
no performance conditions attached to these options 
northern foods plc  notes to the consolidated financial statements 93 notes to the consolidated financial statements
continued
36 equity settled share based payments continued
details of movements in share options during the period are as follows
weighted weighted 
average average 
options exercise price options exercise price
2008 2008 2007 2007
number £ number £
outstanding at start of period 8533451 123 8806337 158
granted during period –– 4218455 080
forfeited during period 5410637 134 3453602 189
expired during period 1201949 146 1037 739 157
outstanding at end of period 1920865 080 8533451 123
exercisable at end of period 1920865 080 8533451 123
forfeiture arises when the employee leaves within the vesting period expiration of shares occurs when the last date for exercise has
passed and the option has not been exercised
there were no share options exercised during the period 200607 £nil the options outstanding had a weighted average remaining
contractual life of 827 years 200607 822 years the weighted average fair value of the share options outstanding is £015 200607
£025 per share the exercise price of options outstanding at the period end was £080 200607 range of £080 to £170 
the group recognised total expenses of £11m 200607 £09m in the period relating to equity settled share based payment transactions
37 retirement benefit obligations 
defined benefit schemes
the group operates a number of defined benefit schemes for qualifying employees principally the northern foods pension scheme
‘the scheme’ and northern foods pension builder ‘pension builder’ in the united kingdom and the green isle foods group
retirement and death benefit plan ‘the plan’ in the republic of ireland under the scheme pension builder and the plan employees
are entitled to retirement benefits based on pay and service the scheme pension builder and the plan are funded schemes whilst
the post retirement medical benefit scheme is unfunded the scheme and the plan are final salary schemes the assets of the
scheme pension builder and the plan are held in trustee administered funds separate from the finances of the group 
on 22 march 2005 the company announced the closure of the scheme to new entrants and withdrew its agreement to allow 
early retirement on an enhanced basis pension builder was introduced on 1 may 2005 and is available to all uk based employees
pension builder is a defined benefit scheme based on the career average principle 
the most recent valuation of the scheme for the purpose of the financial statements and the present value of defined benefit
obligations was carried out at 29 march 2008 by an independent qualified actuary pricewaterhousecoopers llp the present value
of the defined benefit obligationasset the related current service cost and past service cost was measured using the projected unit
credit method the principal assumptions used for the purpose of the actuarial valuation of the scheme and pension builder are
detailed below 
valuation date
2008 2007
rate of increase in salaries 39 40
rate of increase to pensions in payment 31 29
rate of increase to deferred pensions 34 30
discount rate 64 53
inflation assumption 34 30
94 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 95
37 retirement benefit obligations continued
sensitivities 
the mortality assumptions used are based on mortality experience of the scheme and anticipated mortality experience 
the assumptions are below the national average reflecting the socioeconomic make up of the scheme membership for the
valuation at 29 march 2008 the company has adopted the medium cohort principle for the scheme and pension builder 200607
short cohort if life expectancy is increased or decreased by one year liabilities are estimated to increase or decrease by £15m
respectively the impact of a 01 increase or decrease in the discount rate would decrease or increase liabilities by £13m respectively
the life expectancy in years for a member aged 65 is as follows 
valuation date
2008 2007
years years
current pensioner – male 187 17 7
– female 210 198
future pensioner – male 200 184
– female 222 205
post retirement medical benefit scheme
until 31 march 1999 the group operated a post retirement medical benefit scheme the method of accounting assumptions and 
the frequency of valuations are similar to those used for defined benefit pension schemes detailed on page 94 the main actuarial
assumptions are the underlying medical cost inflation of 54 per annum 200607 50 and the discount rate of 64 per annum
200607 53 
if the assumed rate of underlying medical cost inflation increased or decreased by 10 per annum then the valuation of the liabilities
is estimated to increase or decrease by approximately £04m 200607 £04m respectively 
amounts recognised in the income statement in respect of the group’s defined benefit schemes and post employment medical
benefit scheme are as follows 
defined benefit post retirement total retirement
schemes medical benefit scheme benefit schemes
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
current service cost 97 186 – – 97 186
past service cost – 01 – – – 01
interest on obligation 423 397 02 02 425 399
expected return on scheme assets 582 524 – – 582 524
62 60 02 02 60 62
curtailment gain due to business disposals – 211 – – – 211
62 151 02 02 60 149
 included within restructuring items 
the service cost for the period has been included within cost of sales £84m 200607 £156m distribution costs £05m 200607 £15m
and administrative expenses £08m 200607 £15m the interest on obligation and expected return on scheme assets is included
within financing actuarial gains and losses have been reported in the consolidated statement of recognised income and expense
in the prior period a curtailment gain of £21m arose on the sale of the trade and assets of nft distribution and a gain of £190m arose
on the disposal of the trade and assets of the speciality bread chilled pastry cakes and flour milling businesses the curtailment
gains were included in the profit or loss on disposal of the businesses a curtailment gain reflects reduced liabilities of the scheme
due to removing the salary link when formerly active members of the scheme become deferred members  notes to the consolidated financial statements
continued
37 retirement benefit obligations continued
special pension contributions of £220m were made to the scheme during 200708 200607 £530m this completes the programme
of special pension contributions made by the company following the disposals in 200607 
the amounts recognised in the consolidated balance sheet in respect of the group’s defined benefit schemes and post retirement
medical benefit scheme are as follows
defined benefit post retirement total retirement
schemes medical benefit scheme benefit schemes
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
present value of obligations 7182 8054 44 47 7226 8101
fair value of scheme assets 7842 8015 – – 7842 8015
660 39 44 47 616 86
the following table shows the split of the group’s defined benefit schemes and post retirement medical benefit scheme between
retirement benefit assets and retirement benefit obligations
defined benefit post retirement total retirement
schemes medical benefit scheme benefit schemes
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
retirement benefit assets 715 – – – 715 –
retirement benefit obligations 55 39 44 47 99 86
660 39 44 47 616 86
the table above does not include the related deferred tax assets and liabilities
movements in the present value of obligations are as follows
defined benefit post retirement total retirement
schemes medical benefit scheme benefit schemes
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
at start of period 8054 8130 47 50 8101 8180
current service cost 97 186 – – 97 186
past service cost – 01 – – – 01
interest on obligation 423 397 02 02 425 399
curtailment gain due to business disposals – 211 – – – 211
actuarial gains 1092 147 03 03 1095 150
contributions from scheme members 51 92 – – 51 92
benefits paid 37 5 391 02 02 37 7 393
exchange differences 24 03 – – 24 03
at end of period 7182 8054 44 47 7226 8101
movements in the fair value of scheme assets are as follows
defined benefit schemes
2008 2007
£m £m
at start of period 8015 727 8
expected return on scheme assets 582 524
actuarial losses 742 155
contributions from sponsoring companies 295 67 0
contributions from scheme members 51 92
benefits paid 37 5 391
exchange differences 16 03
at end of period 7842 8015
96 notes to the consolidated financial statements  northern foods plc northern foods plc  notes to the consolidated financial statements 97
37 retirement benefit obligations continued
the fair value of scheme assets at the balance sheet date and the expected rate of return are analysed as follows
2008 2007 2008 2007
£m £m  
defined benefit schemes
equity 4980 5859 79 805
bonds 2840 1865 64 53
other 22 291 53 53
7842 8015
the expected return on individual classes of pension scheme assets are determined by reference to external indices and after
taking advice from external advisers the overall expected rate of return is the weighted average of the returns above allowing for
anticipated balances held in each asset class according to the scheme’s investment strategy the actual return on scheme assets
was a loss of £160m 200607 gain £369m
work is currently at an advanced stage which is aimed at reducing future funding volatility of the scheme as part of this the company
and trustee have agreed a revised investment strategy for the scheme to be implemented principally over the course of 200809
paragraph 106 of ias19 requires the expected return on plan assets to be based on market expectations of returns over the entire life of
the related obligation and as such the revised expected returns will be reflected from 30 march 2008 onwards the weighted average
expected return of the revised investment strategy is 7 1 and this will be used to calculate the expected return on assets for 200809 
the history of experience adjustments is as follows
2008 2007 2006 2005
£m £m £m £m
defined benefit schemes
present value of obligations 7182 8054 8130 7293
fair value of scheme assets 7842 8015 727 8 5629
deficit in the scheme 660 39 852 1664
experience adjustments on scheme obligations
amount lossgain – –302 07
percentage of scheme obligations – –37 01
experience adjustments on scheme assets
amount lossgain 742 155 996 142
percentage of scheme obligations 95 19 137 25
the cumulative effect of the experience adjustments on scheme liabilities as shown in the consolidated statement of recognised
income and expense is a gain of £295m 200607 gain of £295m
the cumulative effect of the experience adjustments on scheme assets as shown in the consolidated statement of recognised
income and expense is a gain of £98m
the group expects to make ongoing contributions of approximately £8m to its defined benefit schemes in 200809 notes to the consolidated financial statements
continued
98 notes to the consolidated financial statements  northern foods plc
38 events after the balance sheet date 
on 13 may 2008 the group announced that following negotiations with a customer and by mutual agreement the group has resigned
supply of most of the product lines produced at the fenland foods ready meals facility amounting to approximately £45m of annual
revenue the site operated at breakeven profitability in the 52 weeks ended 29 march 2008 as a result of this the group is in consultation
with employees about proposals to mothball the site which at 29 march 2008 had a net book value of £24m the directors are currently
unable to make a reliable estimate of the financial impact of mothballing the site this is a nonadjusting post balance sheet event
the group has also proposed a final dividend outlined in note 13 which is a nonadjusting post balance sheet event
there have been no other post balance sheet events
39 related party transactions
transactions between the company and its subsidiaries which are related parties have been eliminated on consolidation and are
not disclosed in this note 
remuneration of key management personnel
the remuneration of the directors who are the key management personnel of the group is set out below in aggregate for each of the
categories specified in ias 24 ‘related party disclosures’ further information about the remuneration of individual directors is provided
in the audited section of the directors’ remuneration report 
2008 2007
£m £m
salaries and other short term employee benefits 18 17
post employment benefits – 02
compensation for loss of office 02 03
share based payments 04 03
24 25 independent auditors’ report – 
company financial statements
to the members of northern foods plc
we have audited the parent company financial statements of
northern foods plc for the 52 weeks ended 29 march 2008 
which comprise the company balance sheet the company 
cash flow statement the company statement of recognised
income and expense the company statement of changes in
equity and the related notes 40 to 59 these parent company
financial statements have been prepared under the accounting
policies set out therein
we have reported separately on the group financial statements 
of northern foods plc for the 52 weeks ended 29 march 2008
and on the information in the directors’ remuneration report that 
is described as having been audited 
this report is made solely to the company’s members as a 
body in accordance with section 235 of the companies act 1985
our audit work has been undertaken so that we might state to
the company’s members those matters we are required to state
to them in an auditors’ report and for no other purpose to the
fullest extent permitted by law we do not accept or assume
responsibility to anyone other than the company and the
company’s members as a body for our audit work for this 
report or for the opinions we have formed
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report 
and the parent company financial statements in accordance with
applicable law and international financial reporting standards
ifrs as adopted by the european union are set out in the
statement of directors’ responsibilities
our responsibility is to audit the parent company financial
statements in accordance with relevant legal and regulatory
requirements and international standards on auditing uk 
and ireland
we report to you our opinion as to whether the parent company
financial statements give a true and fair view and whether the
parent company financial statements have been properly
prepared in accordance with the companies act 1985 we also
report to you whether in our opinion the information given in the
directors’ report is consistent with the parent company financial
statements the information given in the directors’ report includes
that specific information presented in the performance review and
the chief executive’s report that is cross referred from the
performance review section of the directors’ report
in addition we report to you if in our opinion the company has
not kept proper accounting records if we have not received all
the information and explanations we require for our audit or if
information specified by law regarding directors’ remuneration 
and other transactions is not disclosed
we read the other information contained in the annual report 
as described in the contents section and consider whether it is
consistent with the audited parent company financial statements
we consider the implications for our report if we become aware 
of any apparent misstatements or material inconsistencies with
the parent company financial statements our responsibilities do
not extend to any further information outside the annual report
basis of audit opinion
we conducted our audit in accordance with international
standards on auditing uk and ireland issued by the auditing
practices board an audit includes examination on a test basis 
of evidence relevant to the amounts and disclosures in the 
parent company financial statements it also includes an
assessment of the significant estimates and judgments made 
by the directors in the preparation of the parent company financial
statements and of whether the accounting policies are appropriate
to the company’s circumstances consistently applied and
adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable
assurance that the parent company financial statements are free
from material misstatement whether caused by fraud or other
irregularity or error in forming our opinion we also evaluated the
overall adequacy of the presentation of information in the parent
company financial statements
opinion
in our opinion
 the parent company financial statements give a true and fair
view in accordance with ifrs as adopted by the european
union of the state of the company’s affairs as at 29 march 2008
and of its profit for the 52 weeks then ended
 the parent company financial statements have been properly
prepared in accordance with the companies act 1985 and
 the information given in the directors’ report is consistent 
with the parent company financial statements
deloitte  touche llp
chartered accountants and registered auditors 
leeds
27 may 2008
northern foods plc  independent auditors’ report – company financial statements 99 company balance sheet
as at 29 march 2008
restated
note 45
29 march 31 march
2008 2007
notes £m £m
noncurrent assets
property plant and equipment 44 882 981
investments in subsidiaries 45 10803 10613
retirement benefit assets 58 715 –
deferred taxation assets 52 – 56
12400 11650
current assets 
trade and other receivables 46 3492 647 8
cash and cash equivalents 47 583 264
4075 67 42
total assets 16475 18392
current liabilities 
trade and other payables 48 1097 7046
provisions 49 20 40
current taxation liabilities 184 182
bank loans and overdrafts 50 03 03
1304 727 1
noncurrent liabilities 
revolving credit facility 2010 50 1300 850
senior loan notes 2012–2017 50 1316 1326
derivative financial instruments 51 41 65
long term loans due to subsidiary undertakings 4991 2483
retirement benefit obligations 58 44 45
deferred taxation liabilities 52 162 –
7854 4769
total liabilities 9158 12040
net assets 7317 6352
equity 
share capital 53 1286 1286
share premium account 54 651 651
capital redemption reserve 54 236 236
reserve for own shares 54 395 342
employee share ownership trust reserve 54 83 42
hedging reserve 54 64 29
other reserves 54 43 33
retained earnings 54 5515 4501
total equity 7317 6352
the financial statements were approved by the board of directors and authorised for issue on 27 may 2008 they were signed on its
behalf by
s barden j k maiden
director director
27 may 2008 27 may 2008
100 company balance sheet  northern foods plc company cash flow statement
for the 52 weeks ended 29 march 2008
northern foods plc  company cash flow statement company statement of recognised income and expense 101
company statement of changes in equity
2008 2007
notes £m £m
net cash from operating activities 55 127 1167
investing activities
interest received 06 06
purchase of property plant and equipment 01 40
proceeds of sale of property plant and equipment 41 34
disposal of discontinued operations net of disposal costs working capital and debt adjusters – 1250
net cash from investing activities 46 1250
financing activities
dividends paid 13 210 115
increasedecrease in amounts drawn on revolving credit facility 2010 25 450 1850
repayment of borrowings – 02
purchase of treasury shares 54 53 –
purchase of shares for employee share ownership trust 54 41 –
net cash fromused in financing activities 146 1967
net increase in cash and cash equivalents 319 450
cash and cash equivalents at start of period 261 189
cash and cash equivalents at end of period 580 261
cash and cash equivalents comprise
cash and cash equivalents 583 264
bank overdrafts 03 03
580 261
company statement of recognised income and expense
for the 52 weeks ended 29 march 2008
2008 2007
notes £m £m
actuarial gainslosses on defined benefit pension schemes 54 58 355 04
taxation on actuarial gainslosses taken directly to equity 52 54 128 01
fair value movement on cash flow hedge 54 24 50
transfer to profit or loss on cash flow hedge 54 11 103
net income recognised directly in equity 262 50
profit for the period 996 833
total recognised income and expense for the period 1258 883
total recognised income and expense for the period is all attributable to the equity holders
company statement of changes in equity
for the 52 weeks ended 29 march 2008
2008 2007
notes £m £m
total recognised income and expense for the period 1258 883
equity dividends 13 54 210 115
purchase of shares for employee share ownership trust 54 41 –
purchase of treasury shares 54 53 –
equity settled incentive schemes 54 11 09
deferred taxation on equity settled incentive schemes taken directly to equity 52 54 01 01
deferred taxation on revaluation reserve 52 01 –
movements in total equity in the period 965 77 8
total equity at start of the period 6352 557 4
total equity at end of the period 7317 6352 notes to the company financial statements
40 significant accounting policies
the separate financial statements of the company are presented as required by the companies act 1985 as permitted by that act
the separate financial statements have been prepared in accordance with ifrs 
the principal accounting policies adopted are the same as those detailed in note 3 of the consolidated financial statements except
as set out below
investments in subsidiaries are stated at cost less any provision for impairment
41 profit for the period
of the profit for the period a profit of £996m 200607 £833m has been dealt with in the accounts of the parent company 
in accordance with the exemptions allowed by section 2303 of the companies act 1985 the parent company has not presented 
its own income statement
42 profit from operations 
a detailed analysis of auditors’ remuneration is provided below
2008 2007
deloitte  deloitte  
touche llp touche llp 
£’000 £’000
audit services
fees payable to the company’s auditors for the audit of the group’s annual report 80 80
80 80
other services
other services supplied pursuant to such legislation – half year review 37 30
other services supplied pursuant to legislation – reporting accountants – 265
other services – accounting advice 47 –
other 20 2
104 297
tax services
advisory services 119 153
compliance 143 130
262 283
total 446 660
deloitte  touche llp were appointed sole group auditors for both the current and prior period
43 staff costs
the average monthly number of employees including executive directors was
2008 2007
number number
administration 284 397
aggregate remuneration comprised
2008 2007
£m £m
wages and salaries 90 135
social security costs 11 14
other pension costs 08 11
109 160
102 notes to the company financial statements  northern foods plc 44 property plant and equipment 
plant 
freehold leasehold fixtures and
property property vehicles total
£m £m £m £m
cost or valuation 
at start of prior period 2048 886 280 3214
additions 04 – 13 17
disposals – 05 06 11
restructuring disposals 87 2 710 34 1616
reclassifications 15 10 05 –
group transfers 64 – 02 66
at start of period 1131 161 246 1538
additions –– 01 01
disposals 51 – – 51
reclassifications 01 – 01 –
group transfers –– 01 01
at end of period 1081 161 247 1489
accumulated depreciation and impairment losses
at start of prior period 580 254 157 991
charge for period 39 18 17 7 4
restructuring provision for impairment 20 – – 20
disposals – 03 05 08
restructuring disposals 269 227 16 512
group transfers 08 – – 08
reclassifications 09 05 04 –
at start of period 37 1 37 149 557
charge for period 21 03 20 44
restructuring provision for impairment – – 13 13
disposals 07 – – 07
at end of period 385 40 182 607
carrying amount
at end of period 696 121 65 882
at start of period 760 124 97 981
at the period end the company had entered into contractual commitments for the purchase of property plant and equipment
amounting to £nil 200607 £nil
the recoverable amounts of the property plant and equipment are determined from value in use calculations unless management 
is committed to closing or selling the business if the value of the business is to be recovered through sale or closure then the
recoverable amount is the fair value less costs to sell the key assumptions for the value in use calculations are those regarding the
discount rates growth rates and expected changes to selling prices and direct costs during the period management estimates
discount rates using the group’s weighted average cost of capital 
the company prepares cash flow forecasts derived from the most recent financial plans approved by management for the next five
years and extrapolates these cash flows in perpetuity using growth assumptions relevant for the business sector the growth rate
does not exceed 30 200607 does not exceed 30 and is not considered to be higher than the average long term industry
growth rate
the rate used to discount the forecast cash flows for all cgus is the group’s pretax weighted average cost of capital of 111
200607 100 
northern foods plc  notes to the company financial statements 103 45 investments in subsidiaries
the company’s principal subsidiaries at the period end are as follows
directly owned
convenience foods limited
northern foods grocery group limited
indirectly owned
f w farnsworth limited
green isle foods limited
cavaghan  gray group limited
cavaghan  gray limited
solway foods limited
ethnic cuisine limited
the above companies are all wholly owned ordinary shares and their principal activities are food manufacture all are incorporated in
the uk except for green isle foods limited which is incorporated in the republic of ireland
restated
2008 2007
subsidiary undertakings £m £m
at start of period 8895 947 7
cost of shares acquired – 86
impairment of investments 170 87
disposals – 581
at end of period 8725 8895
long term loans due from subsidiary undertakings 2078 1718
10803 10613
the investments were impaired during 200708 following a corporate simplification exercise to liquidate dormant companies
the shares acquired in 200607 related to the recapitalisation of fletchers bakeries limited the investments impaired were those in
subsidiary undertakings which disposed of trade and assets during 200607  the disposal in 200607 was the disposal of fletchers
bakeries limited 
the investments in subsidiary undertakings have been restated for a change in presentation of the long term loans due to subsidiary
undertakings these were previously included within investments in subsidiary undertakings and are now included within noncurrent
liabilities this restatement has no impact on profit for the period or net assets in either period the directors believe this provides a
better presentation of the balances 
46 trade and other receivables 
2008 2007
£m £m
receivables from subsidiary undertakings 3440 6367
other receivables 42 97
other prepayments 10 14
3492 647 8
the directors consider that the carrying amount of trade and other receivables approximates to their fair value the directors consider
that the maximum credit risk at the balance sheet date is equivalent to the carrying value of trade and other receivables
47 cash and cash equivalents
cash and cash equivalents comprise cash held by the company short term bank deposits with an original maturity of three months or
less and bank overdrafts the directors consider that the carrying amount of these assets and liabilities approximates to their fair value 
104 notes to the company financial statements  northern foods plc
notes to the company financial statements
continued 48 trade and other payables
2008 2007
£m £m
trade payables 30 63
payables due to subsidiary undertakings 868 6766
accruals and deferred income 33 73
other payables including social security 166 144
1097 7046
trade payables principally comprise amounts outstanding for trade purchases and ongoing costs the average credit period taken
for trade payables is 33 days 200607 33 days the company has financial risk management policies in place to ensure that all
payables are paid within the internal credit timeframe the directors consider that the carrying amount of trade payables
approximates to their fair value 
49 provisions
£m
at start of period 40
restructuring provisions – charge for period 11
utilised in period 31
at end of period 20
all of the £20m provisions are included within current liabilities the provision is expected to be utilised in full within the next 
52 week period 
the restructuring provisions made during the period of £11m are in respect of central cost reduction initiatives
50 financial liabilities – borrowings
current
2008 2007
£m £m
bank loans and overdrafts due within one year or on demand 03 03
03 03
noncurrent
2008 2007
£m £m
revolving credit facility 2010 1300 850
senior loan notes 2012–2017 1316 1326
2616 217 6
borrowings are repayable as follows
2008 2007
£m £m
within one year or on demand 03 03
in the second year – –
in the third to fifth years inclusive 1759 850
after five years 857 1326
2619 217 9
northern foods plc  notes to the company financial statements 105 notes to the company financial statements
continued
50 financial liabilities – borrowings continued
bank loans and overdrafts are analysed by currency as follows
sterling us dollars total
2008 £m £m £m
bank loans and overdrafts due within one year or on demand 03 – 03
revolving credit facility 2010 1300 – 1300
senior loan notes 2012–2017 543 77 3 1316
1846 77 3 2619
2007
bank loans and overdrafts due within one year or on demand 03 – 03
revolving credit facility 2010 850 – 850
senior loan notes 2012–2017 543 783 1326
1396 783 2179
for further detail regarding the bank loans see notes 25 and 26 within the group disclosure notes
51 financial instruments
categories of financial instruments
carrying value fair value
2008 2007 2008 2007
£m £m £m £m
financial assets
loans and receivables at amortised cost
long term loans due from subsidiary undertakings 2078 1718 2078 1718
receivables from subsidiary undertakings 3440 6367 3440 6367
cash and cash equivalents 583 264 583 264
6101 8349 6101 8349
financial liabilities
financial liability held at amortised cost in a cash flow hedging relationship
senior loan notes 2012–2017 1316 1326 1390 1320
derivatives that are designated and effective as hedging instruments 
carried at fair value
derivative financial instruments cross currency interest rate swaps 41 65 41 65
other financial liabilities at amortised cost
trade payables 30 63 30 63
long term loans due to subsidiary undertakings 4991 2483 4991 2483
payables due to subsidiary undertakings 868 6766 868 6766
bank loans and overdrafts 03 03 03 03
revolving credit facility 2010 1300 850 1300 850
854911556 8623 11550
the intercompany receivable balance has been reviewed for recoverability at the balance sheet date the fair value of the financial
assets approximates to their carrying value 
the fair value of the financial liability held at amortised cost in a cash flow hedging relationship has been calculated by discounting
expected future cash flows at prevailing interest rates and by applying period end exchange rates the disclosure of the fair value is
shown in note 25 
the directors use their judgement in selecting an appropriate valuation technique for derivatives that are designated and effective 
as hedging instruments carried at fair value but that are not quoted in an active market valuation techniques commonly used 
by market practitioners are applied and assumptions are made based on quoted market rates adjusted for specific features of 
the instrument
the fair value of the other financial liabilities at amortised cost approximates to their carrying value the trade and other payables
approximate to their fair value due to the short term nature of the payables 
long term loans due to subsidiary undertakings are interest free and have no fixed date of redemption
payables due to subsidiary undertakings carry a fixed interest rate linked to market rates
106 notes to the company financial statements  northern foods plc 51 financial instruments continued
the following table details the company’s maturity profile of its financial liabilities excluding derivative financial instruments
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2008 £m £m £m £m £m £m
senior loan notes 2012–2017 – 38 37 736 982 1793
trade payables 28 02 – – – 30
long term loans due to subsidiary holdings – – – – 4991 4991
payables due to subsidiary holdings 868 – – – – 868
bank loans and overdrafts 03 – – – – 03
revolving credit facility 2010 06 13 57 1398 – 1474
905 53 94 2134 5973 9159
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2007 £m £m £m £m £m £m
senior loan notes 2012–2017 – 38 37 767 1030 187 2
trade payables 57 06 – – – 63
long term loans due to subsidiary holdings – – – – 2483 2483
payables due to subsidiary holdings 6766 – – – – 6766
bank loans and overdrafts 03 – – – – 03
revolving credit facility 2010 04 08 37 964 – 1013
6830 52 7 4 1731 3513 12200
the liquidity profile of the trade payables has been assumed consistent with the company’s average credit period taken for trade
payables of 33 days 200607 33 days
payables due to subsidiary holdings can be repayable on demand and as such have been classified as less than one month
the repayment of the interest and principal on the us dollar denominated senior loan notes 2012–2017 has been calculated at the
period end rate of £1  1989 200607 £1  1961
the repayment of interest on the revolving credit facility 2010 has been calculated on the principal at the period end date and the
interest rate at that date
the maturity profiles of the derivative financial instruments are shown below the us dollar exchange rate used is that at the balance
sheet date of £1  1989 200607 £1  1961
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2008 £m £m £m £m £m £m
swap cash flow paid to banks – 24 24 381 783 1212
swap cash flow received from banks – 23 23 347 696 1089
– 01 01 34 87 123
less than 3 months to
1 month 1–3 months 1 year 1–5 years 5 years total
2007 £m £m £m £m £m £m
swap cash flow paid to banks – 24 24 392 820 1260
swap cash flow received from banks – 23 23 362 741 1149
– 01 01 30 7 9 111
for further detail regarding the financial instruments see note 27 within the group disclosure notes
northern foods plc  notes to the company financial statements 107 notes to the company financial statements
continued
52 deferred taxation assetsliabilities
retirement otheraccelerated
benefit employee tax revaluation
obligation benefits depreciation of buildings other total
£m £m £m £m £m £m
at start of prior period 262 – 101 11 – 150
chargedcredited to income statement 65 03 04 – – 66
restructuring items 138 – 108 – – 30
charged to equity 01 01 – – – 02
at start of period 60 04 03 11 – 56
chargedcredited to income statement 7 8 – 02 – 03 7 3
restructuring items 18 – 01 – – 17
charged to equity 128 01 – 01 – 128
at end of period 164 03 06 10 03 162
the finance act 2007 included provision for a reduction in the rate of uk corporation tax from 300 to 280 with effect from 
1 april 2008 the rate reduction has been substantively enacted and therefore has been used for the deferred tax calculation 
on uk businesses
although amendments to the industrial buildings allowance regime were also proposed in the finance act 2007  these amendments
were not substantively enacted at 29 march 2008 and accordingly have not been reflected in the company’s results for the 52 weeks
ended 29 march 2008 the directors have estimated that had these amendments been reflected in the company’s results for the 
52 weeks ended 29 march 2008 in respect of existing industrial buildings held by the company the effect would be to increase the
deferred tax liability held in the balance sheet by approximately £65m
no deferred tax has been provided on capital losses totalling £560m at 29 march 2008 200607 £261m as it is uncertain when 
these losses will be utilised against future taxable gains the unprovided deferred tax asset on these losses is £157m 200607 £7 8m
53 share capital
for further detail regarding the share capital see note 30 within the group disclosure notes
54 reserves 
share capital reserve
premium redemption for own esot hedging other retained
account reserve shares reserve reserve reserves earnings
£m £m £m £m £m £m £m
at start of prior period 651 236 342 44 24 26 3785
net profit for period – – – – – – 833
dividends – – – – – – 115
actuarial gains on defined benefit pension 
schemes net of deferred tax – – – – – – 03
equity settled incentive schemes net 
of deferred tax – – – 02 – 08 –
decrease in fair value of cash flow hedge – – – – 50 – –
transfer to profit or loss on cash flow hedge – – – – 103 – –
other movements – – – – – 01 01
at start of period 651 236 342 42 29 33 4501
net profit for period – – – – – – 996
dividends – – – – – – 210
actuarial gains on defined benefit pension 
schemes net of deferred tax – – – – – – 227
purchase of equity share capital – – 53 – – – –
equity settled incentive schemes 
net of deferred tax – – – – – 10 –
increase in fair value of cash flow hedge – – – – 24 – –
transfer to profit or loss on cash flow hedge – – – – 11 – –
purchase of shares for esot – – – 41 – – –
other movements – – – – – – 01
at end of period 651 236 395 83 64 43 5515
for further detail regarding reserves see note 31 within the group disclosure notes retained earnings include £1924m 
200607 £1924m of undistributable reserves 
108 notes to the company financial statements  northern foods plc 55 reconciliation of net cash from operating activities 
2008 2007 
notes £m £m
profit from operations 121 598
adjustments for
depreciation of property plant and equipment 44 44 74
impairment of property plant and equipment 44 13 20
lossprofit on disposal of property plant and equipment 02 15
impairment of investments in subsidiaries 170 –
decreaseincrease in provisions 20 40
change in retirement benefit obligation excluding special contributions 18 42
equity settled incentive schemes 11 07
operating cash flow before movement in working capital and special pension contributions 359 766
special pension contributions 220 530
operating cash flow before movement in working capital 139 236
movement in trade and other receivables including movement on intercompany balances 2608 3558
movement in trade and other payables including movement on intercompany balances 2472 2450
cash from operations 275 1344
interest paid 149 195
taxation recovered 01 18
net cash from operating activities 127 1167
56 operating lease commitments
outstanding commitments for future minimum lease payments under noncancellable operating leases fall due as follows
2008 2007 
£m £m
within one year 13 11
in the second to fifth years inclusive 44 43
after five years 53 60
110 114
the company leases various offices and warehouses under noncancellable operating lease agreements the leases have various
terms escalation clauses and renewal rights the company also leases plant and machinery and vehicles under noncancellable
operating lease agreements
57 equity settled share based payments
for further detail regarding share based payments see note 36 within the group disclosure notes
northern foods plc  notes to the company financial statements 109 notes to the company financial statements
continued
58 retirement benefit obligations
the amounts recognised in the company balance sheet in respect of the company’s defined benefit schemes and post
employment medical benefit scheme are as follows
defined benefit post retirement total retirement
schemes medical benefit scheme benefit schemes
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
present value of obligations 7011 7907 44 47 7055 7954
fair value of scheme assets 7726 7909 – – 7726 7909
715 02 44 47 671 45
the table above does not include the related deferred tax assets and liabilities 
movements in the present value of obligations are as follows
defined benefit post retirement total retirement
schemes medical benefit scheme benefit schemes
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
at start of period 7907 8004 47 50 7954 8054
current service cost 88 17 6 – – 88 17 6
interest on obligation 415 391 02 02 417 393
curtailment gain due to business disposals – 211 – – – 211
actuarial gains 1065 152 03 03 1068 155
contributions from scheme members 38 89 – – 38 89
benefits paid 37 2 390 02 02 37 4 392
at end of period 7011 7907 44 47 7055 7954
movements in the fair value of scheme assets are as follows
defined benefit schemes
2008 2007
£m £m
at start of period 7909 7187
expected return on scheme assets 574 519
actuarial losses 713 159
contributions from the sponsoring company 290 663
contributions from scheme members 38 89
benefits paid 37 2 390
at end of period 7726 7909
for further detail on the retirement benefit obligations see note 37 within the group disclosure notes the group disclosure includes
information on the scheme pension builder the plan and the post retirement medical benefit scheme the scheme pension builder
and the post retirement medical benefit scheme are included within the company financial statements
110 notes to the company financial statements  northern foods plc 59 related party transactions
transactions with subsidiaries
details of transactions which comprise group recharges and net interest receivable on intercompany balances between the
company and its subsidiary undertakings are set out below
2008 2007 
£m £m
group recharges 579 548
net interest receivable 225 75
804 623
the group recharges include special pension contributions of £220m 200607 £255m
a summary of the balances outstanding at the period end is shown below
2008 2007 
£m £m
receivables from subsidiary undertakings due in less than one year 3440 6367
long term loans due from subsidiary undertakings 2078 1718
5518 8085
payables due to subsidiary undertakings in less than one year 868 6766
long term loans due to subsidiary undertakings 4991 2483
5859 9249
total 341 1164
remuneration of key management personnel
the remuneration of the directors who are the key management personnel of the company is set out within note 39
northern foods plc  notes to the company financial statements 111 five year record
112 five year record  northern foods plc
ukgaap ifrs
2004 2005 2006 2007 2008
continuing operations
consolidated income statement
revenue £m 8441 8789 8620 8885 9319
profit from operations†† £m 867 696 554 457 484
operating margin††  103 7 9 64 51 52
share of associated undertakings £m 04 – – – –
net finance expenseincome†† £m 214 268 224 57 17
profit before taxation £m 657 428 330 400 501
profit after taxation† £m 539 347 27 7 319 384
earnings per share
before restructuring items† pence 1053 7 08 568 652 788
return on operating assets
average net operating assets £m 407 3 3756 3531
return on net assets  136 122 137
return on invested capital††‡
profit from operations £m 457 484
average invested capital £m 4482 4420
return on continuing average invested capital  102 110
discontinued operations
consolidated income statement
revenue £m 6980 5699 5762 317 4 –
profit from operations £m 203 194 121 13 –
continuing and discontinued operations as reported
earnings per share
before restructuring items pence 1377 1027 7 77 672 788
after restructuring items pence 1278 466 103 460 708
dividend per share pence 890 905 425 425 450
dividend cover times 15 11 18 16 18
ebitda debt times 19 20 25 18 20
capital expenditure £m 713 622 553 281 193
invested capital 
net equity £m 3563 1556 1521 1212 1654
add back deficitless surplus on retirement benefit schemes £m – 1712 902 86 616
less deferred tax assetadd back deferred tax 
liability on retirement benefit schemes £m – 504 264 65 158
adjusted net equity £m 3563 2764 2159 1233 1196
net debt £m 3324 3263 3631 1742 2002
trading capital employed £m 6887 6027 5790 297 5 3198
accumulated goodwill written off £m 2392 2110 2110 1166 1166
total invested capital £m 927 9 8137 7900 4141 4364
total invested capital excluding net debt £m 5955 487 4 4269 2399 2362
return on invested capital
profit from operations†† £m 107 0 890 67 5 47 0 484
average invested capital £m 9291 8401 8019 6021 4253
return on average invested capital  115 106 84 7 8 114
 stated before goodwill amortisation and restructuring items for uk gaap and before restructuring items for ifrs
† the effective taxation rate for continuing operations for each period has been assumed to be the same as that for the group
‡ continuing return on invested capital is calculated using continuing profit from operations divided by continuing average invested capital continuing average invested
capital has been calculated using a 13 month average used for performance share plan
††periods reporting under ifrs have been restated for the change in presentation of the pension finance chargecredit from within profit from operations to net finance costs
the period ended 2004 has been restated to comply with urgent issue task force uitf abstract 38 ‘accounting for esop trusts’ 
the amounts disclosed for 2004 are stated on the basis of uk gaap because it is not practicable to restate amounts for periods prior to the date of transition to ifrs 
the principal differences between uk gaap and ifrs are explained in the published financial statements for northern foods plc for the 52 weeks ended 1 april 2006 
these are available from the company’s website at wwwnorthernfoodscom shareholder analysis
at 20 may 2008
northern foods plc  shareholder analysis 113
holders shares held
number
number  ’000s 
by classification
individuals 32825 9603 43253 841
bank or nominees 1155 338 427 000 8305
investment trust 14 004 188 004
insurance company 9 003 69 001
other company 161 047 14833 289
pension trust 6002 181 004
other corporate body 12 003 28600 556
34182 10000 514124 10000
by size of holding
1–100 5940 17 38 271 005
101–500 12031 3520 3146 061
501–1000 5587 1634 4202 082
1001–2000 4704 1376 6945 135
2001–5000 3849 1126 12379 241
5001–50000 1744 510 20547 400
50001–100000 93 027 6800 132
100001 and over 234 069 459834 8944
34182 10000 514124 10000
this includes 27 97m shares held in treasury
percentage of shareholders
individuals – 9603
other – 397
percentage of shares held
individuals – 841
other – 9159 financial calendar
114 financial calender company information  northern foods plc
2008
full year results announcement 27 may
annual report issued 13 june
half yearly interest payment on senior loan notes 2012–2017 20 june
latest date for receipt of forms of proxy 26 july
annual general meeting 28 july
first interim management statement 28 july
shares quoted exdividend 6 aug
record date for final dividend 8 aug
final dividend payment on ordinary shares 28 aug
half year results announcement 11 nov
half yearly interest payment on senior loan notes 2012–2017 20 dec
2009
second interim management statement 13 jan
interim dividend payment on ordinary shares jan
financial year end 28 march
company information
registered office
2180 century way
thorpe park 
leeds ls15 8zb
telephone 0113 390 0110
facsimile 0113 390 0211
website wwwnorthernfoodscom
registered in england and wales
no 471864
auditors
deloitte  touche llp
merchant bankers
n m rothschild  sons limited
stockbrokers
ubs investment bank 
registrar to the ordinary shareholders
computershare investor services plc
the pavilions
bridgwater road
bristol bs99 6zz
telephone 0870 702 0134
email webqueriescomputersharecouk
website wwwukcomputersharecominvestor northern foods plc  investor information 115
shareholder services and helpline
shareholders who change address or who want to have 
their dividends paid directly into their bank account may do 
so on the following website wwwukcomputersharecominvestor 
or shareholders should write to the registrar computershare
investor services plc at the pavilions bridgwater road bristol
bs99 6zz if they require any other information about their holding
shareholders can contact the registrar computershare investor
services plc on the dedicated northern foods shareholder
information telephone line 0870 702 0134 or email their enquiry
indicating that they are a northern foods shareholder to
webqueriescomputersharecouk
shareholder information on the internet
the northern foods website wwwnorthernfoodscom provides
access to shareholder information including our annual and half
year reports share price and recent share price trends financial
highlights and results presentations to analysts as well as a 
link to our registrar computershare investor services plc 
at wwwukcomputersharecominvestor
the link to our registrar allows shareholders to access their
individual shareholder details shareholders will be required 
to pass an identity check to access their personal information 
this link also allows shareholders to download stock transfer
dividend mandate and change of address forms
in addition shareholders can also register on line with the investor
centre at wwwukcomputersharecominvestor on registering
shareholders will receive a unique user name and password 
this site enables shareholders to view and update their portfolio 
in all companies maintained by computershare and to view 
those held by other registrars
ecommunications
shareholders may also now receive reports electronically by
logging onto the computershare investor services website at
wwwukcomputersharecominvestor and follow the instructions 
or simply follow the link from the northern foods website if you
have any problems registering or would like further information
please contact the computershare helpdesk on 0870 702 0134
electronic proxy voting 
shareholders wishing to appoint a proxy electronically via the
internet should refer to the instructions contained in the circular
sent to shareholders with this report
dividend mandates
shareholders may choose to have dividends paid electronically
into their united kingdom bank or building society account using
the bacs system this process ensures that the amount of the
dividend is passed directly into their account as cleared funds 
on the date the payment is due confirmation of payment is
contained in a dividend tax voucher which is posted to shareholders’
registered addresses at the time of payment this voucher should
be kept safely for future reference 
any shareholder wishing to adopt this method of payment should
complete a dividend mandate form which can be found attached
to the last dividend warrant alternatively a form can be downloaded
from the registrar’s website or requested by calling the telephone
helpline on 0870 702 0134 
the following share dealing services are available through our
registrars computershare investor services plc
internet share dealing 
please note that at present this service is only available to
shareholders in certain european jurisdictions please refer to 
the website for an up to date list of these countries this service
provides shareholders with an easy way to buy or sell northern
foods plc ordinary shares on the london stock exchange 
the commission is 05 subject to a minimum charge of £1500 
in addition stamp duty currently 05 is payable on purchases
there is no need to open an account in order to deal real time
dealing is available during market hours in addition there is 
a facility to place your order outside of market hours up to 
90 day limit orders are available for sales to access the service
log on to wwwcomputersharecomdealinguk shareholders
should have their shareholder reference number srn available
the srn appears on share certificates a bank debit card will be
required for purchases
telephone share dealing
please note this service is at present only available to shareholders
resident in the uk and ireland the commission is 1 subject 
to a minimum charge of £1500 in addition stamp duty currently 
05 is payable on purchases the service is available from 
800am to 430pm monday to friday excluding bank holidays 
on telephone number 0870 703 0084 shareholders should have
their shareholder reference number srn ready when making
the call the srn appears on share certificates a bank debit card 
will be required for purchases detailed terms and conditions 
are available on request by telephoning 0870 702 0134
these services are offered on an execution only basis and
subject to the applicable terms and conditions this is not a
recommendation to buy sell or hold shares in northern foods plc
shareholders who are unsure of what action to take should obtain
independent financial advice share values may go down as well
as up which may result in a shareholder receiving less than
heshe originally invested
capital gains tax
the base cost of a northern foods ordinary share at 31 march
1982 for capital gains tax purposes is 758 pence this figure is the
adjusted price to reflect the effect of the rights issue in january 1992
the oneforone capitalisation issue in august of the same year
and the demerger of express dairies plc now arla foods uk on
30 march 1998
any gain arising on disposal may also need to be adjusted 
to take account of indexation allowances and since these
adjustments will depend on individual circumstances shareholders
are recommended to consult their financial advisers
investor information principal operations
116 principal operations  northern foods plc
central functions
northern foods plc
2180 century way thorpe park leeds ls15 8zb
telephone 0113 390 0110
northern foods support services
trinity park house trinity business park fox way
wakefield west yorkshire wf2 8ee
telephone 01924 831300
northern foods technical services
biocity nottingham pennyfoot street nottingham ng1 1gf
tel 0115 912 4424
chilled division
cavaghan  gray
brunel house brunel way carlisle cumbria ca1 3nq
telephone 01228 518200
operations at carlisle and hull
convenience foods grimsby
unit 1 pegasus way europarc grimsby
north east lincolnshire dn37 9ts
tel 01472 243600
ethnic cuisine
viking way winch wen industrial estate winch wen
swansea sa1 7de
tel 01792 772064
fenland foods
turnpike close swingbridge road earlesfield industrial estate
grantham lincolnshire ng31 7xu
tel 01476 567733
gunstones bakery
stubley lane dronfield south yorkshire s18 1pf
tel 01246 414651
pennine foods
drakehouse crescent waterthorpe sheffield
south yorkshire s20 7jg
telephone 0114 247 6864
solway foods
3 godwin road earlstrees industrial estate corby
northants nn17 4ds
telephone 01536 464400
operations at corby and manton wood worksop 
the pizza factory
gateside road nottingham ng2 1lt
telephone 0115 986 8204
frozen division
dalepak foods
dale house leeming bar northallerton north yorkshire dl7 9ul
telephone 01677 424111
green isle foods
ida industrial estate monread road naas co kildare ireland
telephone 00 353 45 848000
operations at gurteen longford naas and portumna 
walter holland  sons
baxenden accrington lancashire bb5 2sa
telephone 01706 213591
bakery division
fox’s biscuits
wellington street batley west yorkshire wf17 5je
telephone 01924 444333
operations at batley kirkham and uttoxeter 
matthew walker
heanor gate road heanor derbyshire de75 7rj
telephone 01773 760121 contents
ifc financial and operating highlights
02 chairman’s statement
04 chief executive’s report
08 performance review
26 corporate social responsibility report
32 board of directors and 
company secretary
33 directors’ report
36 corporate governance report
42 directors’ remuneration report
54 statement of directors’ responsibilities
55 independent auditors’ report – group
56 consolidated income statement
57 consolidated balance sheet
58 consolidated cash flow statement
59 reconciliation of net cash flow 
to movements in net debt 
consolidated statement of
recognised income and expense
consolidated statement of 
changes in equity 
60 notes to the consolidated financial
statements
99 independent auditors’ report – company
100 company balance sheet
101 company cash flow statement
company statement of recognised
income and expense
company statement of changes 
in equity
102 notes to the company financial
statements
112 five year record
113 shareholder analysis
114 financial calendar
company information
115 investor information
116 principal operations
financial highlights
 continuing profit before taxation up 253 at £501m 200607 £400m 
 profit for the period £345m 200607 loss £225m
 adjusted eps
1
209 ahead at 788p 200607 652p
 strong cash management continues to drive low net debt
2
at £2002m 
200607 £1742m 
 robust balance sheet – continuation of share buyback programme in 200809
 proposed dividend up 59 at 450p 200607 425p
£m 200708 200607
continuing operations
revenue 9319 8885
operating margin 52 51
profit from operations 484 457
profit before taxation 501 400
return on invested capital roic
3
 110 102
adjusted earnings per share eps 788p 652p
group
profit before taxation and restructuring items 501 413
free cash flow
4
390 830
basic eps 708p 460p
dividend per share proposed 450p 425p
 an asterisk denotes results for continuing operations except where otherwise stated and profit is stated before restructuring items ‘continuing’
operations exclude businesses which were sold ‘discontinued’ in 200607 ‘restructuring items’ which relate to significant restructuring events and 
the impact of the fletchers fire in the 52 weeks ended 31 march 2007 are presented as a separate ‘restructuring items’ column within their relevant
consolidated income statement category presentation of these items in a separate column helps to provide a better indication of the group’s underlying
business performance ‘restructuring items’ include costs or income associated with the restructuring of businesses gains or losses on the disposal 
of businesses and assets and financial instrument gains and impairments arising from the group’s restructuring activities
1 adjusted earnings per share eps is basic eps for continuing operations before restructuring items and is reconciled to earnings per share in 
the financial statements 
2 net debt is defined as total borrowings including both short and long term bank loans bonds loan notes and finance leases less cash and 
cash equivalents and short term investments
3 roic is profit from operations before restructuring items for continuing operations divided by a 13 month average invested capital net equity adjusted 
to exclude retirement benefit obligations net of deferred tax and net debt together with accumulated goodwill previously written off
4 free cash flow is net cash from operating activities adjusted for special pension contributions less net capital expenditure plus interest received 
net capital expenditure is purchase of property plant and equipment ppe less grants received and proceeds from sale of ppe
designed and produced by 35 communications
food photography david loftus
people and location photography igor emmerich and philip gatward
we would like to thank our employees at the following sites for their
assistance in the photography featured within this report fox’s biscuits batley
gunstones bakery northern foods technical services pennine foods
solway foods corby the pizza factory and thorpe park
printed at st ives westerham press ltd iso14001 and carbonneutral
®
this report is printed on regency satin paper this paper comprises of virgin
wood free pulp from wellmanaged forests it is manufactured at a mill that
has been awarded the iso14001 certificate for environmental management
the mill uses pulps that are elemental chlorine free ecf and the inks 
used are all vegetable oil based this paper is totally recyclable northern foods plc
2180 century way
thorpe park
leeds
ls15 8zb
tel 0113 390 0110
fax 0113 390 0211 
wwwnorthernfoodscom
northern foods plc  annual report 200708
making great 
tasting food
annual report 200708


Summary:
 chairman’s statement
this has been a year of 
progress for northern foods
anthony hobson
chairman