Correction : Preliminary Results

Correction to segmental information at end of statement, Before goodwill amortisation and exceptional items. Personnel 2002 operating profit to read 122.5 £m not 112.5 £m. 10th September 2002 Hays plc PRELIMINARY RESULTS FOR THE YEAR TO 30 JUNE 2002 Financial highlights: Year to 30 June 2002 2001 Profit and loss account Turnover from continuing operations £2,434.4m £2,430.1m Operating profit * £247.3m £298.0m Profit before tax * £232.1m £271.7m Earnings per share * 9.40p 11.01p† Dividend per share 4.68p 4.07p Cashflow Free cash flow before acquisitions and disposals £143.0m £79.2m Interest cover * 13x 11x Net debt £232.0m £320.9m * Before goodwill amortisation and exceptional items. † Earnings per share in 2001 has been restated on adoption of FRS 19 'Deferred Tax'. Business Highlights: Group * Continued organic investment and increasing business focus. * Strong cash flow, with a net cash inflow of £143 million before acquisitions and disposals. * Net debt reduced by £89 million to £232 million. Personnel * Outstanding result in difficult market conditions. * Continued investment in new offices and geographic expansion. * Major growth in recruitment management contracts. Commercial * Hays IMS reorganisation lays foundation for further growth. * NMIS contract suffers delays in Police Force implementation. * Strong growth in offshore processing operations. Mail & Express * Structured to benefit from liberalisation of the UK mail market. * Operations on the Continent return to profit. Logistics * Overall performance in line with the market. * New contract wins and major contract renewals strengthen the move away from commodity services. Bob Lawson, Chairman, commented: 'Our strong cash flow and new contract wins re-affirm the resilience of our businesses in difficult market conditions. The excellent sales and profit performance of Hays Personnel fully endorse our commitment to remain focussed in specialist recruitment whilst continuing to develop new market sectors. As more new offices are opened outside the UK we are demonstrating that our business model is equally valid in other geographic markets. Mail & Express demonstrated its inherent resilience and maintained its profits whereas Commercial and Logistics have been more affected by the economic downturn. Service excellence, combined with our strong cash flow, will ensure that Hays is well positioned for the upturn when it happens'. Enquiries: Bob Lawson Chairman 01483 302203 Hays plc Neil McLachlan Group Finance Director 01483 302203 Hays plc Jon Coles Brunswick 020 7404 5959 Conference Call: Bob Lawson, Neil McLachlan and Graham Williams of Hays plc will conduct a conference call for shareholders at 3.30pm UK time on Tuesday 10 September 2002. The dial-in details are as follows: UK dial-in number: 0500 551 089 European dial-in number: + 800 4444 4411 USA dial-in number: + 1 800 513 7968 Password: Hays The call will be recorded and available for playback on the following: UK/European dial-in number: 0500 637 880 UK/European access code: 267422 USA replay dial-in number: + 1 800 495 0250 USA access code: 267422 The Instant Replay will be available until 20 September 2002. Presentation on the web-site and delayed web-cast: The presentation to analysts will be available to view on the Hays website from 2.00pm UK time on 10 September 2002 - www.hays.com The presentation will also be filmed and distributed by RAW Communications to those who subscribe to that service. Chairman's Statement This report has been prepared against the backdrop of the most volatile and uncertain economic conditions of the last ten years. Such an environment has inevitably affected customers and resulted in more difficult trading conditions than were expected this time last year. The primary challenge in these circumstances must be to maintain operating cash flow and to be particularly vigilant on costs at a time when customers are slow to change and invest. Financial Highlights Our results reflect the market environment with profit before tax, goodwill and exceptional items down 15% on sales from continuing operations that were slightly ahead. The reduction in profit was driven by a number of factors. The primary ones are: depressed markets, the cost of developing new services within Mail and Express following the enforced return of profitable business to Royal Mail, reorganisation of Hays IMS and delays with the National Management Information System (NMIS) contract with the Police. Cash flow, however, was particularly strong with a net cash inflow of £143.0 million before acquisitions and disposals and net debt reduced by a further £88.9 million to £ 232.0 million. Interest was covered 13 times by operating profit. Dividends We paid our shareholders an interim dividend of 1.52p per share on 31 May 2002. The Board is recommending a final dividend of 3.16p per share in respect of the year to 30 June 2002, for payment on 29 November 2002 to shareholders on the register at 25 October 2002. The total dividend of 4.68p per share for the year is an increase of 15%. The dividend is covered twice, before goodwill amortisation and exceptional items. The Board's policy is to continue to provide shareholders with a progressive dividend whilst maintaining our ability to invest in future growth. Personnel Hays Personnel has withstood the decline in demand much better than expected. Although profits were reduced by 16% to £122.5 million on sales down by less than 1%, our performance compares very favourably with others in the industry. Like for like margins have been maintained but the net margin declined due to a change in the business mix. Fees for temporary staff recruitment, with relatively lower margins, grew by 2% to represent 87% of Personnel's sales, but the higher margin permanent recruitment activity declined by 15%. Since April, monthly net fee income has been broadly flat. Despite tough market conditions, continued development of Hays Personnel remains a strategic priority. New offices have been opened in the UK to serve growing sectors, including the public sector, and are already showing signs of success. International development has continued with new offices opening for Hays Accountancy Personnel and Hays Montrose in Lyon and other major French cities. Recent experience has reinforced our confidence in the long-term attractiveness of our specialist Personnel offering within Continental Europe. The Hays Personnel Solutions contract with Liverpool Victoria for HR outsourcing has met all the customer's and our objectives and provides a high quality reference site from which to develop other opportunities in this growing sector. The division continues to deliver exceptional profitability and is well positioned to benefit from any strengthening of the market. Commercial The weaker year on year performance evidenced by a decline in operating profits to £27.6 million resulted from significantly reduced demand in the market for Hays IT Consulting and Solutions and continued investment in Hays IMS (Information Management Solutions). In Hays IMS, significant operational problems were encountered in undertaking a major reorganisation of storage sites at the same time as implementing a new IT system. Profit reduction was exacerbated when management decided, correctly, to incur increased costs to maintain customer service. I am pleased to report that the reorganisation is now progressing well. Hays IT Consulting and Solutions has been adversely affected by the slow uptake by individual Police Forces of the National Management Information System (NMIS) licensed by the Police Information Technology Organisation (PITO). Consequently, Hays has incurred the significant cost of underutilised specialist consultants whilst awaiting decisions from individual Police Forces. The system is fully installed in one Police Force, with 17 others in various stages of implementation. The remaining Forces have yet to agree to accept NMIS, but discussions are under way with PITO to ameliorate the situation. Other parts of Hays Consulting and Solutions have experienced weak demand as clients put IT projects on hold. We do not see recovery in this sector in the medium term and have therefore taken the decision to write off £53 million of acquisition goodwill and other assets in this division. The office process outsourcing activities of Hays Document Technologies (billing), Hays Document Management (data input and processing) and Hays Marketing Technologies (database management) have performed well. In particular, our offshore back office processing activities in India, Sri Lanka and Poland have grown strongly and we anticipate further positive developments in the year ahead. The market for both front and back office outsourcing remains attractive. Under the leadership of our new management team we will be investing to strengthen our position in our chosen sectors. Mail and Express In the UK, Hays Mail and Express is the leader in business to business mail delivery within the private sector, producing operating profits of £50.2 million, down £1.1 million. In September 2001 we were granted three interim licences by the regulator, Postcomm. These interim licences have attracted considerable customer interest and have enabled us to introduce DX Metro, which provides direct-to-the-door deliveries in central London, Manchester and Edinburgh. However, in many instances the licences awarded to Hays do not provide sufficient certainty for customers to change from their current arrangements. Understandably, customers greatly value security of supply, which as yet we have been unable to offer. This situation has been exacerbated by Postcomm's decision to delay the start of permanent mail market liberalisation until January 2003. Hays has applied for a defined activity licence which will make all our interim licences permanent and provide us with further opportunities to introduce innovative services. To eliminate continued uncertainty for customers, we elected to settle our outstanding litigation with Royal Mail at a total cost of £6.4 million and this has been charged as an exceptional operating item in the profit and loss account. The impact of the enforced return of some non-DX business to Royal Mail and the costs of developing new services contributed to the £1.1 million reduction in profit in the year. Hays Mail and Express in Continental Europe has achieved an impressive turn around and a return to profitability for the year. This business is now on a solid foundation and work is under way to further strengthen our position, particularly in France. In summary, Hays Mail and Express is well placed to benefit from the liberalisation of the UK mail market and has the infrastructure to develop unique services for selected customers. Logistics Hays Logistics operating profits of £45.7 million were down from £52.6 million in the previous year. This was in line with the logistics market as a whole. The division's results include the launch costs of developing Hays Container Services, Inc., the reusable crates business in the USA, and continued investment in Hays Fourth Party Solutions (4PS). Hays Continental Logistics achieved a substantial profit improvement in all countries except Germany, where the high costs of reorganising the Iveco contract held back profits. Progress with 4PS has continued and we anticipate the launch of a pilot operation in Benelux before the end of the year. However, the achievement of more chargeable revenues has reduced overall net revenue investment in 4PS by £ 1.4 million to £2.5 million per annum. Hays Logistics UK experienced continued margin pressure in the retail sector which was exacerbated by declining volumes handled by the retail support network. Lower volume growth in the technology sector was offset by efficiency improvements in the reverse logistics operations. Our Crate Management business operated on behalf of retailers experienced substantial growth with the rollout of the Sainsbury's contract. Overall the Logistics business is performing as we expect in tough market conditions. The business pipeline has been strengthened to provide a basis for growth in the period ahead with significant contract wins and renewals that include blue chip customers such as Carrefour, Energizer, Scottish Courage and Waitrose. Management As market conditions deteriorated during the year Hays' management team targeted further investment and development to good effect. While costs were managed aggressively the Group's infrastructure has been strengthened, particularly in the area of management information. The search for a new Chief Executive is, I hope, drawing to a conclusion. We are at an advanced stage of negotiation to appoint our chosen candidate and I anticipate being able to make an announcement by the time of the Annual General Meeting in November. It is a pleasure to advise that our Board has been greatly strengthened by the appointments of Pierre Danon, Chief Executive Officer of BT Retail, and Lesley Knox, a founder director of the investment bank British Linen Advisers and a director of a number of other public companies. The Board is already benefiting from the broad and varied experience that these new non-Executive Directors bring to its deliberations. I would like to thank all the staff in Hays for a year of tremendous hard work, which has moved the Group forward to a stronger and more effective base for its future development. Customer service has remained their absolute priority and this provides a solid foundation for strong and enduring relationships for the future. Prospects A number of the markets in which we operate continue to be volatile and uncertain with little customer confidence to commit to development. In Personnel net fee income since April has been broadly flat, whilst in Logistics, Commercial and Mail and Express the trends seen in the second half of the year to 30 June 2002 have continued. Trading conditions remain difficult and looking ahead we see no sign of improvement in the short term. Consequently we are investing in our businesses to enhance their market position and to develop the effectiveness of our service offerings to customers. Service excellence, combined with our strong cash flow, will ensure that Hays is well positioned for the upturn when it happens. We continue to see good potential for our specialist activities and will vigorously pursue the opportunities as they arise. Hays plc Consolidated Profit and Loss Account for the year ended 30 June 2002 (In £'s million) 2002 2001 (Restated) TURNOVER Continuing operations 2,434.4 2,430.1 Discontinued operations 20.3 204.2 2,454.7 2,634.3 OPERATING PROFIT Before goodwill amortisation and exceptional items 247.3 298.0 Goodwill amortisation (25.0) (18.5) Exceptional operating items (59.4) (22.5) 162.9 257.0 OPERATING PROFIT Continuing operations 161.6 246.3 Discontinued operations 1.3 10.7 162.9 257.0 Share of operating profit of associates 4.0 - EXCEPTIONAL ITEMS Loss on disposal and closure of businesses (0.1) (64.9) Net interest payable (19.2) (26.3) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 147.6 165.8 Tax on profit on ordinary activities (65.2) (73.5) PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 82.4 92.3 Equity minority interests - (0.2) PROFIT FOR THE FINANCIAL YEAR 82.4 92.1 Dividends (79.5) (69.2) Transferred to reserves 2.9 22.9 EARNINGS PER SHARE Basic 4.82p 5.41p Before goodwill and exceptional items 9.40p 11.01p Diluted earnings per share 4.79p 5.35p DIVIDEND PER SHARE 4.68p 4.07p Interest cover before exceptional items and 13X 11X goodwill amortisation The results, balance sheet, statement of total recognised gains and losses and movement in equity shareholders' interests for the period ended 30 June 2001 have been restated as a result of the adoption of FRS 19 `Deferred Tax'. Hays plc Consolidated Balance Sheet at 30 June 2002 (In £'s million) 2002 2001 (Restated) FIXED ASSETS Intangible assets 220.0 286.7 Tangible assets 509.9 555.2 Investments 103.0 54.3 832.9 896.2 CURRENT ASSETS Stocks 25.2 40.3 Debtors 478.6 541.9 Cash at bank and in hand 120.8 133.0 624.6 715.2 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Borrowings (26.3) (45.3) Other creditors (548.2) (609.6) (574.5) (654.9) NET CURRENT ASSETS 50.1 60.3 TOTAL ASSETS LESS CURRENT LIABILITIES 883.0 956.5 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR Borrowings (326.5) (408.6) Other creditors (2.8) (25.6) PROVISIONS FOR LIABILITIES AND CHARGES (83.6) (60.0) NET ASSETS 470.1 462.3 CAPITAL AND RESERVES Called up share capital 17.3 17.3 Share premium account 368.7 365.5 Profit and loss account 83.3 78.7 EQUITY SHAREHOLDERS' INTERESTS 469.3 461.5 EQUITY MINORITY INTERESTS 0.8 0.8 470.1 462.3 Hays plc Summarised Consolidated Cash Flow Statement for the year ended 30 June 2002 (In £'s million) 2002 2001 CASH INFLOW FROM OPERATING ACTIVITIES 303.8 301.0 Returns on investments and servicing of finance (18.9) (27.0) Tax paid (70.1) (83.1) Net capital expenditure (71.8) (111.7) NET CASH INFLOW BEFORE ACQUISITIONS AND DISPOSALS 143.0 79.2 Net disposals / (acquisitions) 36.4 (46.8) Equity dividends paid (72.9) (63.1) NET CASH INFLOW / (OUTFLOW) BEFORE FINANCING 106.5 (30.7) Financing (130.5) 68.4 (DECREASE) / INCREASE IN CASH (24.0) 37.7 RECONCILATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT (Decrease) / increase in cash (24.0) 37.7 Cashflow from financing 134.8 (77.8) 110.8 (40.1) Borrowings acquired/disposed - 0.1 Loan notes issued - (13.6) Exchange adjustments (21.9) 9.7 MOVEMENT IN NET DEBT IN THE YEAR 88.9 (43.9) OPENING NET DEBT (320.9) (277.0) CLOSING NET DEBT (232.0) (320.9) Hays plc Reconciliation of movements in equity shareholders' interests for the year ended 30 June 2002 (In £'s million) 2002 2001 (Restated) Profit for the financial year 82.4 92.1 Dividends (79.5) (69.2) 2.9 22.9 Other recognised gains and losses relating to the year 0.3 (2.5) New share capital subscribed 3.2 6.3 Goodwill written back 1.4 49.1 Net increase in equity shareholders' interests 7.8 75.8 Opening equity shareholders' interests as restated 461.5 385.7 (see note below) Closing equity shareholders' interests 469.3 461.5 The impact of the prior period adjustment (relating to the adoption of FRS 19) on opening equity shareholders' interests is as follows: (In £'s million) 2002 2001 (Restated) As previously reported 484.5 407.3 Prior period adjustment (23.0) (21.6) As restated 461.5 385.7 Notes 1. STATEMENT UNDER S240 - PUBLICATION OF NON STATUTORY ACCOUNTS The financial information contained in this preliminary announcement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the financial year ended 30 June 2001 is based on the statutory accounts for the year ended 30 June 2001 as restated following adoption of FRS 19. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies. The financial statements for the financial year ended 30 June 2002, upon which the auditors issued an unqualified opinion, have yet to be delivered to the Registrar of Companies. 2. EXCEPTIONAL ITEMS (In £'s million) Note 2002 EXCEPTIONAL OPERATING COSTS Settlement of Consignia claim (i) (6.4) Impairment of goodwill and intangible (ii) (53.0) assets and provision for reorganisation of the IT Solutions business TOTAL EXCEPTIONAL OPERATING COSTS (59.4) OTHER EXCEPTIONAL ITEMS Net losses on disposal of operations (iii) (0.1) TOTAL EXCEPTIONAL ITEMS (59.5) (i) During the year Consignia issued legal proceedings against Hays claiming infringements of the Postal Services Act 2000 and the British Telecommunications Act 1981. The action claimed that certain services provided by Hays infringed Consignia's de facto postal monopoly. On 18 March 2002 Hays agreed to settle Consignia's claim in order to concentrate fully on developing products and services to meet the needs of clients in the deregulating market environment and to ensure an orderly market for the future. Hays paid £5.5 million in damages and incurred a further £0.9 million in legal costs. (ii) Following a review of the IT Solutions business and the performance of certain contracts, management has concluded that goodwill and intangible assets totalling £35.7 million have insufficient future revenue prospects to justify continued capitalisation. £32.7 million of this relates to goodwill purchased in prior years and £3.0 million relates to intangible assets relating to the development of IT products. The review of the IT Solutions business has resulted in the recognition of reorganisation costs of £17.3 million, the majority of which have arisen from existing property lease commitments. (iii) During the year the Group completed the disposal of several non-core operations including its chemicals, retail installation, clinical and French co-manufacturing operations. The trading results of the clinical and French co-manufacturing operations are shown as discontinued. Exceptional items in the year resulted in a cash inflow of £46.1 million and a tax credit of £6.4 million. 3. SEGMENTAL INFORMATION Before goodwill amortisation and exceptional items (in £m's million) 2002 2002 2002 2001 2001 2001 Turnover Operating Operating Turnover Operating Operating Profit net Profit net assets assets BY BUSINESS SECTOR Continuing Operations Personnel 1,076.9 122.5 105.5 1,084.0 146.0 121.1 Commercial 227.5 27.6 119.4 222.7 36.9 113.3 Mail & Express 249.8 50.2 20.0 242.5 51.3 10.5 Logistics 880.2 45.7 311.9 880.9 52.6 292.9 2,434.4 246.0 556.8 2,430.1 286.8 537.8 Discontinued 20.3 1.3 - 204.2 11.2 87.3 operations 2,454.7 247.3 556.8 2,634.3 298.0 625.1 BY GEOGRAPHICAL AREA Continuing Operations United Kingdom 1,607.8 197.4 321.5 1,606.3 231.6 309.8 Other Europe 695.9 37.8 221.7 674.8 36.3 212.2 Rest of the World 130.7 10.8 13.6 149.0 18.9 15.8 2,434.4 246.0 556.8 2,430.1 286.8 537.8 Discontinued 20.3 1.3 - 204.2 11.2 87.3 operations 2,454.7 247.3 556.8 2,634.3 298.0 625.1 After goodwill amortisation and operating exceptional items (in £m's million) 2002 2002 2002 2001 2001 2001 Turnover Operating Operating Turnover Operating Operating Profit net Profit net assets assets BY BUSINESS SECTOR Continuing Operations Personnel 1,076.9 116.8 105.5 1,084.0 138.3 121.1 Commercial 227.5 (33.7) 119.4 222.7 24.1 113.3 Mail & Express 249.8 39.7 20.0 242.5 42.5 10.5 Logistics 880.2 38.8 311.9 880.9 41.4 292.9 2,434.4 161.6 556.8 2,430.1 246.3 537.8 Discontinued 20.3 1.3 - 204.2 10.7 87.3 operations 2,454.7 162.9 556.8 2,634.3 257.0 625.1 BY GEOGRAPHICAL AREA Continuing Operations United Kingdom 1,607.8 123.4 321.5 1,606.3 202.4 309.8 Other Europe 695.9 27.4 221.7 674.8 25.0 212.2 Rest of the World 130.7 10.8 13.6 149.0 18.9 15.8 2,434.4 161.6 556.8 2,430.1 246.3 537.8 Discontinued 20.3 1.3 - 204.2 10.7 87.3 operations 2,454.7 162.9 556.8 2,634.3 257.0 625.1 Operating net assets are net assets excluding interest bearing assets and liabilities, restructuring and disposal provisions, goodwill, corporation tax and dividend balances. 11

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