Final Results

RNS Number : 7016W
Compass Group PLC
23 November 2010
 



 

Compass Group PLC

Annual Results Announcement

For The Year Ended 30 September 2010

                                                                                   

 

Rewarding shareholders and investing in growth

 



·    Revenue £14.5 billion

é 7.6% (constant currency +4.7%, organic +3.2%)

    

·    Underlying operating profit £1,003 million

é 13% (constant currency +11%)



·    Total reported operating profit £989 million

é 13%



·    Underlying operating margin 6.9%

é 40 basis points



·    Underlying earnings per share 35.7 pence

é 19% (constant currency +15%)



·    Total dividend rebased up to 17.5 pence

é 33%



·    Free cash flow £744 million

é 25%



 

 

 

Richard Cousins, Chief Executive, said:

 

"Compass has delivered another year of strong performance, despite the challenging economic conditions. Encouragingly, we have seen a return to organic revenue growth this year of 3.2%. Our ongoing focus on operational efficiency has enabled us to both invest in future growth and deliver another increase in the margin of 40 basis points. We are using our cash flow to make important infill acquisitions and to reward our shareholders and we are today announcing a rebasing of the total dividend up to 17.5 pence. We have considerable flexibility in our balance sheet and we will continue to keep its structure under review. Looking forward, whilst economic conditions remain challenging, we are excited by the growth opportunities we have around the world and the new business pipeline is strong. We continue to be relentless in our pursuit of operating efficiency and in an environment where cost remains high on the agenda, we are well placed to deliver quality food and support services solutions to our clients."

 

 

 

Sir Roy Gardner, Chairman, said:

 

"I am delighted by the progress the Group has made, delivering another excellent performance with record profits of over £1 billion. We have significant opportunities to continue to grow the business and Compass is well placed to exploit the structural growth opportunity in both food and support services around the world. We are particularly excited by the potential of the fast growing and emerging economies in which we operate. Furthermore, support services is becoming a new engine of growth. Our relentless focus on operating efficiency should enable us to continue to reinvest in the business, whilst delivering steady margin expansion. In addition, the strength of our cash flow is enabling us to both reward shareholders and to accelerate growth through value creating infill acquisitions."

 



Chief Executive's Statement

 

Delivering our strategy

 

Organic revenue growth returning together with further efficiencies and strong margin growth

 

Group overview

 

Reported revenue has grown by 7.6% in the year, 4.7% on a constant currency basis. Adjusting for the impact of acquisitions and disposals, organic revenue growth was 3.2% for the year. Very encouragingly, in 2010, we have seen a gradual improvement in the rate of new business wins to 9.5%. 

 

The Group operating margin has increased by 40 basis points in 2010, taking the total improvement over the last four years to 250 basis points. In the earlier years this was achieved by turning around or exiting loss making contracts and countries, and removing divisions and layers of unnecessary cost. We are now embedding the MAP framework deeper in the business resulting in more efficient processes throughout our operations. This, together with the ability to leverage our overheads with a growing revenue base, underpins our expectation of further steady progress in the margin. We have delivered £92 million of constant currency operating profit growth as follows:

 

£38 million of net new business growth

 

In the last four quarters we have seen an increase in new business wins throughout the Group, reaching 10% for the second half of the year. We have re-focused the business on growth, invested in sales resource where needed and reflected the change in focus in our employee incentive plans.

 

Over the year retention has improved slightly to 93.2%. This reflects fewer bankruptcies and corporate failures as well as the increased investment in retention. The Strategic Alliance Group, our best practice model for retention created in the USA, is continuing to gain real traction across the Group.

 

£24 million of base estate profit growth

 

Like for like growth

 

Like for like revenues are now showing clear signs of stabilisation as headcounts at our client sites level off and the sharp reduction in event catering and corporate hospitality begins to abate. However, we continue to see little evidence of real employment growth in our major markets and we are therefore expecting little immediate improvement in like for like revenues.

 

Cost efficiencies

 

We have continued to deliver productivity and efficiency savings from both food and other unit costs. Our focus on MAP 3 has delivered further gross margin improvement through ongoing initiatives including the rationalisation of our product and supplier base, supply chain optimisation and TrimTrax, our waste reduction programme. Menu planning remains a real opportunity going forward, developing a more consistent high quality offer, delivered in a more efficient way. In MAP 4, we have made some modest improvements in labour productivity and continue to reduce unnecessary unit overhead spend. Whilst we have made further progress, we believe there is still much more to do.

 

£20 million of above unit cost savings

 

We have made further solid progress in the area of above unit costs which, excluding the impact of acquisitions, have been reduced by a further £20 million in the year. In addition to taking cost out, we continue to redeploy resources from back of house to sales and operations, supporting our top line growth. Between 2005 and 2010 we have reduced our above unit costs by over £100m (around 10%), whilst at the same time growing revenue by over 20%. We continue to strive to remove inefficient processes and to operate with flatter organisational structures.

 

 

£11 million from acquisitions net of disposals

 

This relates mainly to the incremental operating profit (after integration costs) from the acquisitions of Kimco and Southeast Service Corporation in the USA, Hurley Corporation in Canada, Plural in Germany, Caterine Restauration in France and a number of McColls retail outlets in the UK.

 

Strategy

 

Our strategy remains unchanged - to continue to focus on foodservice whilst building on the fast growth in our support services business. Our scale within countries enables us to drive efficiencies; our global reach and capability allow us to successfully bid for significant outsourcing opportunities around the world and to serve multinational clients. Sectorisation is a fundamental part of our strategy and we have built big businesses in all of the key market sectors.

 

Our business model also remains unchanged - to deliver attractive levels of organic revenue growth whilst driving sustainable profit and margin improvement. In combination with disciplined capital spend and tight control over working capital, this should result in strong cash flows. We will continue to invest in further growth, both organically and in value creating infill acquisitions. We believe this will deliver real value to our shareholders.

 

Our biggest growth engine in absolute terms is the USA where we have an excellent business and the culture is receptive to outsourcing. We have considerable scope to continue to grow in the other developed economies around the globe where we operate and the increasing demand for multi-services in these markets is providing a further engine for growth. Importantly, 17% of our business is now in fast growing and emerging economies. These markets offer the opportunity of double-digit revenue growth.

 

The foodservice opportunity remains significant, with outsource penetration rates of under 50% in the £200bn industry. In soft support services, the market is similar in size and only 38% outsourced. We see scope to increase the level of support services business both through further bundling with foodservice and the increasing trend to outsourcing. We are building our global competence with platforms being established to deliver a multi-service offer to the Healthcare, Business & Industry and Education sectors. Today, multi-services makes up 20% of the Group's revenues, with significant new multi-service business won again this year.

 

With acquisitions, our strong preference is for small to medium sized businesses in our existing geographies. Foodservice acquisitions will be underpinned by our desire to grow the Healthcare and Education sectors and to create scale, particularly in our emerging countries. Our support services strategy is to build capability across our businesses and to facilitate cross selling activity. In 2010, we spent £205 million on acquisitions including the foodservice businesses of Tirumala Hospitality Services in India and Caterine Restauration in France and the support services businesses of IDA Services in Denmark, the VSG Group in the UK,

Clean Mall in Brazil, Southeast Service Corporation in the USA and Hurley Corporation in Canada.

 

We continue to focus on efficiencies but also believe that a more sustainable business model will be based upon reinvestment of some of these efficiencies in revenue growth. Our focus therefore is to strike the right balance between delivering healthy top line growth and steady margin expansion.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outlook

 

Compass has delivered another year of strong performance, despite the continuing challenging economic conditions. The return to organic revenue growth is encouraging.

 

Looking forward, Compass is well placed to exploit the significant structural growth opportunity in both food and support services around the world. The pipeline of new business is strong and in an environment where cost efficiency remains high on the agenda, we believe the benefits of outsourcing are clear.

 

Our relentless focus on operating efficiency should enable us to continue to re-invest in growth whilst delivering steady margin expansion. In addition, the strength of our cash flow is enabling us both to reward shareholders and to accelerate growth through value creating infill acquisitions. Our confidence in the future is reflected in the Board's decision to rebase the dividend with an increase of 33% for the full year.

 

 

 

Richard Cousins

Group Chief Executive

24 November 2010



 Business Review

 

Focus on growth starting to deliver

 

Despite challenging economic conditions, we have seen a return to organic revenue growth. The continued delivery of significant efficiency gains is enabling us to drive margin improvement as well as to reinvest in the exciting opportunities around the world.

 

Financial Summary

 



2010


2009


Increase








Continuing operations








Revenue







Constant currency


£14,468m


£13,820m


4.7%

Reported


£14,468m


£13,444m


7.6%

Organic growth


3.2%


0.0% 


-








Total operating profit







Constant currency


£1,003m


£911m


10.1%

Underlying


£1,003m


£884m


13.5%

Reported


£989m


£877m


12.8%








Operating margin







Constant currency


6.9%


6.5%


40bps

Underlying


6.9%


6.5%


40bps

Reported


6.8%


6.5%


30bps








Profit before tax







Underlying


£922m


£784m


17.6%

Reported


£913m


£773m


18.1%








Basic earnings per share







Underlying


35.7p


30.0p


19.0%

Reported


35.3p


29.5p


    19.7%








Free cash flow


£744m


£593m


25.5%








Total Group including discontinued operations








Basic earnings per share


36.0p


31.7p


13.6%








Total dividend per ordinary share


 17.5p


13.2p


32.6%

 

(1)

Constant currency restates the prior year results to 2010's average exchange rates.

(2)

Total operating profit includes share of profit of associates.

(3)

Underlying operating profit excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs and share based payments expense - minority interest call option.

(4)

Operating margin is based on revenue and operating profit excluding share of profit of associates.

(5)

Underlying profit before tax excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, share based payments expense - minority interest call option, hedge accounting ineffectiveness and the change in fair value of minority interest put options.

(6)

Underlying basic earnings per share excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, share based payments expense - minority interest call option, hedge accounting ineffectiveness, the change in fair value of minority interest put options and the tax attributable to these amounts.

 

Segmental Performance

 



Revenue


Revenue Growth



2010

2009



Constant




£m

£m


Reported

Currency

Organic









Continuing operations
















North America


6,369

5,806


9.7%

8.6%

5.8%

Continental Europe


3,506 

3,429 


2.2%

1.0%

0.1%

United Kingdom & Ireland


1,782

1,829


(2.6)%

(2.6)%

(3.3)%

Rest of the World


2,811

2,380


18.1%

5.8%

6.1%









Total


14,468

13,444


7.6%

4.7%

3.2%











Operating Profit


Margin

 



2010

2009


2010

2009

 



£m

£m


%

%

 








 

Continuing operations















 

North America


491

438


7.7%

7.5%


Continental Europe


248

232


7.1%

6.8%


United Kingdom & Ireland


114

114


6.4%

6.2%


Rest of the World


204

151


7.3%

6.3%


Unallocated overheads


(60)

(58)


-

-










Excluding associates


997

877


6.9%

6.5%










Associates


6

7


-

-










Underlying


1,003

884


6.9%

6.5%










Amortisation of

fair value intangibles

(7)

(7)





Acquisition transaction costs


(5)

-





Share based payments expense - minority interest call option


(2)

-













Total


989

877





 

(1)

Constant currency restates the prior year results to 2010's average exchange rates.

(2)

Operating profit includes share of profit of associates.

(3)

Underlying operating profit and margin excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs and share based payments expense - minority interest call option.

(4)

Operating margin is based on revenue and operating profit excluding share of profit of associates.

(5)

Organic growth is calculated by adjusting for acquisitions (excluding current year acquisitions and including a full year in respect of prior year acquisitions), disposals (excluded from both periods) and exchange rate movements (translating the prior year at current year exchange rates) and compares the current year results against the prior year.



Revenue

Overall, organic revenue growth was 3.2%, comprising new business of 9.5%, a retention rate of 93.2% and like for like growth of 0.5%. The revenue performance was a little stronger than expected, benefiting from a number of extra working days in the final quarter compared with the same period last year. Normalising for the extra working days in the final quarter, organic revenue growth was 0.4% in the first half of 2010 and 5.5% in the second half. Acquisitions less disposals increased revenue by 1.5% and the significant weakening of Sterling, in particular against the Australian Dollar and Brazilian Real, increased reported revenues by 2.9%, resulting in reported revenue growth of 7.6%.

 

Operating Profit

 

Underlying operating profit from continuing operations was £1,003 million (2009: £884 million), an increase of 13.5%. On a constant currency basis, underlying operating profit increased by £92 million (10.1%). This represents a 40 basis points improvement in margin to 6.9% (2009: 6.5%).

 

Operating profit after the amortisation of intangibles arising on acquisition of £7 million (2009: £7 million), acquisition transaction costs of £5 million (2009: nil) and a share based payments expense - minority interest call option of £2 million (2009: nil) was £989 million (2009: £877 million).

 

North America

44.0% Group revenue (2009: 43.2%)

 

Our North American business has delivered an excellent performance. Revenues were £6.4 billion (2009: £5.8 billion), with organic growth of 5.8%. Operating profit increased by £49 million, 11% on a constant currency basis, to £491 million (2009: £442 million on a constant currency basis). The efficiency initiatives implemented throughout the previous year have flowed in to the current year, contributing to a full year margin improvement of 20 basis points on a constant currency basis.

 

The Business & Industry sector has delivered solid results despite continuing pressure on like for like volumes and the consumer demand for 'value' with good new business wins and retention. The trading environment remains challenging. Increased focus on marketing and retail analysis to drive participation and spend combined with tight cost management has enabled the sector to deliver another year of increased profit. New contract wins include The Gates Foundation's new campus site and Amazon.com's HQ, both located in Seattle, and Sun Microsystems, part of the larger Oracle contract.

 

In Healthcare, our support services offer, strengthened by recent acquisitions, has contributed to the delivery of good new business wins as well as excellent levels of retention. For example, we have recently been appointed to provide support services to The Northeast Health System, an integrated healthcare system near Boston, and HCA in West Florida which has a comprehensive network of hospitals and medical facilities. 

 

In the Education sector, new business has remained strong and we have delivered double digit organic revenue growth. The recent acquisition of Southeast Service Corporation, a support services provider, has enabled us to extend our range of support services to the Education sector, as well as further enhancing our support services capability in the Business & Industry and Healthcare sectors. We have recently won the foodservice contracts for the Adams Country Schools district in Colorado covering over 10,000 students, the Rochester Community Schools district and Andrews University, one of the oldest educational establishments in Michigan. 

 

In Levy, our Sports & Leisure business, double digit new business and excellent retention, combined with a continued focus on cost efficiencies, has contributed to a solid performance. Exciting wins include a significant contract at the Boston Convention & Exhibition Center and John B. Hynes Veterans Memorial Conference Center, which has the capacity of serving 30,000 meals per day, the Amway Centre (home to the Orlando Magic of the NBA and the Orlando Predators of the AFL) and the Xcel Energy Centre, a multi purpose arena in Minnesota. 

 

In Canada, we have recently commenced operations for Vale Inco, a leading producer of nickel, providing multi-services to a large remote camp in Newfoundland. We have also won the Ontario Power Generation food supply contract. The integration of Hurley Corporation, a soft support services provider acquired earlier in the year, is proceeding well.

 

Continental Europe

24.2% Group revenue (2009: 25.5%)

 

Economic conditions in parts of Continental Europe remained quite challenging during the year. Whilst we have generally seen increasing levels of new business, like for like volumes in the Business & Industry sector have been difficult. Overall, revenue in Continental Europe totalled £3.5 billion (2009: £3.4 billion) and organic growth is broadly flat at 0.1%. Management of the flexible cost base and ongoing efficiency gains resulted in operating profit of £248 million (2009: £235 million on a constant currency basis), an increase of 6%, and a margin improvement of 30 basis points to 7.1%.

 

New contract wins include prominent wins in Education such as the University of Lucerne in Switzerland and, Fontys University of Applied Sciences and the Eindhoven University of Technology, both in theNetherlands. New business has also been particularly encouraging in Russia, where we have now extended our business to St. Petersburg. In Turkey, we have secured some very significant wins including Turk Telekom and nationwide food and support services for Sabanci Group.

 

In France we have won the contract to cater for the public at Roland-Garros, the French Open, and a new contract to serve 2,400 meals daily at Credit Agricole. Integration of Caterine Restauration, acquired earlier in the year, is progressing well and this business has further strengthened our position in the Education and Healthcare foodservice sectors. A focus on driving cost efficiencies, particularly in the supply chain and through waste reduction initiatives, has moved the margin forward.

 

In Germany, good progress has been made on margin development despite challenging trading conditions in key sectors. In Business & Industry we have won exciting new contracts with Accenture GmbH to provide food services to both staff and clients and with IBM to provide food services including Shop2go and Dallucci retail outlets.  At Philips Medical Systems in Hamburg, we are now servicing a staff restaurant, providing hospitality services and managing the employee shops.

 

The Nordic region has seen strong new business wins in both food and multi-services, including the Sundsvall campus at Mid Sweden University and Capgemini Norge AS in Norway. In Denmark, the recent acquisition of IDA Service A/S, a multi-service business, is providing both cross-selling opportunities and synergies.

 

Italy has once again delivered an encouraging margin improvement and has gained further significant support service business with Trenitalia and Rete Ferroviaria Italiana (Italian Railways). Also, in addition to extending our important foodservice contract with the major global oil and gas group Eni, we have successfully widened our relationship with them by being awarded our first offshore contract in the Adriatic Sea.

 

The Spanish business has had the backdrop of particularly difficult economic conditions; however, there are signs that volumes are gradually becoming more stable. Simplification of the management structure and further improvements in purchasing and logistics processes are providing a solid base for future growth. Notable wins in the year include ISBAN, part of the Santander Group, and a multi-site contract with Mapfre Quavitae.

 

UK & Ireland

12.3% Group revenue (2009: 13.6%)

 

Encouragingly, we have seen some progressive improvement in organic revenue trends in the UK & Ireland business, from a 5.7% decline in the first half of the year to only a 1% decline in the second half. This is despite challenging economic conditions continuing to impact like for like volumes in the Business & Industry and Sports & Leisure sectors. The improvement is driven by a slight acceleration in new business wins and improvement in the rate of retention. Overall, revenues were £1.8 billion (2009: £1.8 billion). We have continued to work hard across the business, moving resources closer to clients and consumers and streamlining back office activities. This has improved margins by 20 basis points. Operating profit remained flat at £114 million (2009: £114 million).

 

In the Business & Industry sector we have continued to win high quality new business in both catering and support services. For example, we have won the contract to cater for 10,000 Virgin Media employees across 17 locations and renewed our contract with the Bank of England to provide staff catering, executive dining and hospitality. We have continued to focus on driving labour cost efficiencies, reducing the overall cost significantly.

 

We have seen good growth in the Healthcare sector, through increasing levels of new business wins and good like for like volume growth. The extension of our Healthcare retail offer has been a significant driver of this growth. The introduction of Steamplicity, the Spice of Life brand and the Medirest Way at the Homerton Hospital supported our retention of this important contract to provide both food and soft support services.

 

Our work over the last few years in the Education sector is continuing to deliver benefits. We have recently won a prestigious new contract with Rugby School, one of the leading independent schools in the country, and retained our contracts with Sevenoaks School and Bedford School. We have continued to make progress on productivity where a focus on labour hours and unit overheads have driven margin improvements.

 

We have continued our success in winning new business in the Sports & Leisure sector. For example, we have won a new contract with the Barbican in London where we now operate a number of public restaurants and have extended our contract with ExCel London to service the exhibition areas and new retail sites as well as the hospitality services. We have a continued focus on costs, particularly labour and in unit overheads, to mitigate the impact on profit of the decline in hospitality revenues that the sector has seen over the last 18 months.

 

Rest of the World

19.5% Group revenue (2009: 17.7%)

 

Our Rest of the World businesses have delivered strong organic revenue growth of 6.1%. Operating profit increased by £33 million, or 19.3%, on a constant currency basis to £204 million (2009: £171 million on a constant currency basis). The margin has increased by 90 basis points on a constant currency basis to 7.3% and this is now in line with the Group's other geographic regions. Going forward, the Rest of the World margin growth is now expected to progress more inline with the other geographic regions

 

We are continuing to see good levels of new business wins across most countries in the region, including new contracts with Kinross Mining in Chile and Kimberley Clark in Argentina. The drive for overhead efficiencies, coupled with restructuring programs, has contributed to the excellent margin progression.

 

Good organic revenue growth in Australia has been driven by strong levels of new business wins across all sectors. In the remote site sector, which comprises the majority of the business, we have been awarded new contracts to provide a wide range of food and support services by Citic Pacific Mining at the Eramurra village near Fortescue River and by Wesfarmers Curragh at their Central Queensland mine. The Royal Victorian Eye and Ear Hospital awarded us a new multi-service contract in the Healthcare sector, which continues to provide excellent opportunities for future growth. Australia has delivered further margin improvement in the year by focusing on all areas of MAP, for example implementing Trim Trax, the Group's waste reduction programme, reducing labour turnover and increasing focus on reducing discretionary overhead spend.

 

With the large Business & Industry and Sports & Leisure sectors in Japan, revenue growth during the year has been a challenge. However, excellent progress on control of costs, for example labour hours and consolidating suppliers and products, has delivered a further 100 basis points improvement in the margin.

 

In Brazil, strong new business wins and improving like for like revenues have delivered double-digit organic revenue growth. The pipeline continues to look strong and retention remains a key focus. The margin has increased reflecting the continued drive for efficiencies across all cost lines. The acquisition of the support service specialist Clean Mall earlier in the year continues to be integrated in to the business. This acquisition has enhanced our ability to provide a multi-service offer to clients, particularly in the Business & Industry and Healthcare sectors. 

 

In South Africa, encouraging levels of new business have been achieved especially in the Education sector with exciting wins such as The University of Venda and the Central University of Technology. The combined number of students on site in these two institutions is over 24,000.

 

Our UAE based business has delivered improved margins reflecting a focus on efficiency, especially in food and logistics. Growth in support services remains strong with large contract wins contributing to double-digit organic revenue growth.

 

Our businesses serving the energy and extraction sectors, which have a focus on blue chip international clients, have continued to deliver solid double-digit organic revenue growth and maintained excellent retention rates. 

 

Unallocated Overheads

 

Unallocated overheads for the year were £60 million (2009: £58 million), reflecting some reinvestment in the central sales and marketing teams.

 

Finance Costs

 

The underlying net finance cost was £81 million (2009: £100 million). This reflects the lower levels of debt compared to last year. At current exchange rates, we now expect the underlying net finance cost for 2011 to be around £70 million, including a charge of around £17m relating to the defined benefit pension schemes.

 

Other Gains and Losses

 

Other gains and losses include a £4 million credit (2009: £7 million cost) relating to hedge accounting ineffectiveness and £1 million credit (2009: £3 million credit) impact of revaluing investments and minority interest put options.

 

Profit Before Tax

 

Profit before tax from continuing operations was £913 million (2009: £773 million).

 

On an underlying basis, profit before tax from continuing operations increased by 18% to £922 million (2009: £784 million).

 

Income Tax Expense

 

Income tax expense from continuing operations was £246 million (2009: £221 million).

 

On an underlying basis, the tax charge on continuing operations was £248 million (2009: £224 million), equivalent to an effective tax rate of 27% (2009: 29%). This reduction reflects lower effective corporate tax rates in a number of countries and we continue to expect the tax rate to average out around the 27% level in the short- to medium-term.

 

Discontinued Operations

 

The profit after tax from discontinued operations was £13 million (2009: £40 million), principally reflecting the release of surplus provisions on the expiration of various warranty periods.

 

Basic Earnings per Share

 

Basic earnings per share, including discontinued operations, were 36.0 pence (2009: 31.7 pence).

 

On an underlying basis, excluding discontinued operations, the basic earnings per share from continuing operations were 35.7 pence (2009: 30.0 pence).

 



Attributable


Basic Earnings

Profit

Per Share



2010

2009


2010

2009

Change


£m

£m

Pence

pence

%









Reported


675

586


36.0

31.7

14%

Discontinued operations


(13)

(40)


(0.7)

(2.2)


Other adjustments


9

8


0.4

0.5


Underlying


669

554


35.7

30.0

19%

 

Dividends

 

It is proposed that a final dividend of 12.5 pence per share will be paid on 28 February 2011 to shareholders on the register on 28 January 2011. This will result in a total dividend for the year of 17.5 pence per share (2009: 13.2 pence per share), a year on year increase of 32.6%. The dividend is covered just over 2 times on an underlying earnings basis and 2.9 times on a free cash basis.

 

Free Cash Flow

 

Free cash flow from continuing operations totalled £744 million (2009: £593 million). The major factors contributing to the increase were: £120 million increase in underlying operating profit before associates and £76 million higher working capital inflow offset by £51 million higher net capital expenditure.

 

Gross capital expenditure of £334 million (2009: £287 million), including amounts purchased by finance lease of £3 million (2009: £4 million) and capital creditors of £2 million (2009: nil), is equivalent to 2.3% of revenues (2009: 2.1% of revenues). We currently expect the ratio of gross capital expenditure for 2011 to be at a similar level. Proceeds from the sale of assets were £19 million and we expect these will be minimal in 2011.

 

Working capital continues to be well managed, delivering an overall £84 million working capital inflow in the year. We have again made good progress in managing all of the key components of working capital and we have had the benefit of some cut-off timing differences at the year end. We believe that there remains further scope for improvement, averaging out over time at neutral to a small inflow.

The cash tax rate for the year was 22% (2009: 21%), based on underlying profit before tax for the continuing operations, benefiting from one or two large refunds received in the year. We currently expect the cash tax rate to average out around the 27% level for the short- to medium-term. 

The net interest outflow for the year was £72 million (2009: £100 million).

 

Overall, we are very pleased with the free cash flow performance, but given the slightly atypical reasons outlined above, we consider £670 million to be a better estimate of the underlying free cash flow for 2010.

 

Acquisition Payments

 

The spend on acquisitions in the year totalled £205 million. This includes £166 million of infill acquisitions (including £41 million on Caterine Restauration in France, £37 million on Southeast Service Corporation in the USA, £30 million on the VSG Group in the UK and £24 million on Hurley Corporation in North America), £5 million on the buyout of minority interests, £5 million acquisition transaction costs, £12 million adjustments to provisional amounts in respect of prior year acquisitions and £17 million deferred consideration and other payment relating to previous acquisitions.

 

Since the year end there has been a small amount of expenditure on the acquisitions of Reilimpa in Portugal (£4 million) and Sabora in Spain (£3 million).

 

Disposals

 

Payments made in respect of businesses disposed or discontinued in prior years totalled £9 million (2009: £31 million).

 

Proceeds from Issue of Share Capital

 

The Group received cash of £97 million in the year (2009: £28 million) from the issue of shares following the exercise of employee share options.

 

Return on Capital Employed

 

Return on capital employed was 20.3% (2009: 19.1%) based on continuing operations, excluding the Group's minority partners' share of total operating profit, net of tax at 26.9% and using an average capital employed for the year of £3,590 million (2009: £3,350 million) calculated from the IFRS balance sheet.

 

 

Pensions

 

The Group has continued to review and monitor its pension obligations throughout the year working closely with the Trustees and members of schemes around the Group to ensure proper and prudent assumptions are used and adequate provision and contributions are made.

 

The Group's total pension fund deficit at 30 September 2010 was £389 million (2009: £335 million). The total pensions charge for defined contribution schemes in the year was £54 million (2009: £44 million) and £37 million (2009: £34 million) for defined benefit schemes. Included in the defined benefit scheme costs was a £15 million charge to net finance cost (2009: £11 million).

 

Risks and Uncertainties

 

The Board takes a proactive approach to risk management with the aim of protecting its employees and customers and safeguarding the interests of the Company and its shareholders.

 

The principal risks and uncertainties facing the business and the activities the Group undertakes to mitigate these are set out in the section headed 'Managing Risk' on page 14.

 

Shareholder Return

 

The market price of the Group's ordinary shares at the close of the financial year was 530.5 pence per share (2009: 382.3 pence per share).

 

Related Party Transactions

 

Details of transactions with related parties are set out in Note 32. These transactions have not, and are not expected to have, a material effect on the financial performance or position of the Group.

 

Financial Position

 

The ratio of net debt to market capitalisation of £10,007 million as at 30 September 2010 was 6% (2009: 13%).

 

During the year net debt reduced to £621 million (2009: £943 million) including an increase in net debt from foreign exchange translation movements of £11 million and cash received of £97 million from the issue of share capital in the period in connection with the exercise of employee share options.

 

At 30 September 2010, the Group had cash reserves of £643 million. In addition, the Group had an undrawn bank facility of approximately £700 million, of which approximately £650 million is committed through to 2012. Taking account of cash required for day to day operations, the Group estimates it currently has headroom of around £1 billion.

 

Looking forward, £84 million of bank and Private Placements debt is due to be repaid during the 2011 financial year and it is currently envisaged that these will be repaid from surplus cash. With strong ongoing free cash flow generation, the Group believes that it is in a solid financial position.

 

The EBIT to net interest ratio has increased from 5.6 times in 2006 to 12.3 times in 2010 and the EBITDA to net interest has increased from 8.2 times to 15.2 times in the same period. This is adjusted where necessary for covenant definitions and includes share of profits of associates and discontinued operations, but excludes  the amortisation of intangibles arising on acquisition, hedge accounting ineffectiveness and the change in fair value of minority interest put options. The Group remains committed to maintaining strong investment grade credit ratings.

 

 

 

 

 

 

 

 

Going Concern

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review, as is the financial position of the Group, its cash flows, liquidity position, and borrowing facilities. In addition, Note 19 includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit risk and liquidity risk.

 

The Group has considerable financial resources together with longer term contracts with a number of customers and suppliers across different geographic areas and industries. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

 

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

 

 

 

Andrew D Martin 

Group Finance Director

 



Managing Risk

 

The Board takes a proactive approach to risk management with the aim of protecting its employees and customers and safeguarding the interests of the Company and its shareholders. The Group has policies and procedures in place to ensure that risks are properly evaluated and managed at the appropriate level within the business.

 

The identification of risks and opportunities; the development of action plans to manage the risks and exploit the opportunities; and the continual monitoring of progress against agreed KPIs is an integral part of the business process, and a core activity throughout the Group.

 

Control is exercised at Group and business level through the Group's Management and Performance framework, monthly monitoring of performance by comparison with budgets and forecasts and through regular Business Reviews with the Group Chief Executive and the Group Finance Director. 

 

This is underpinned by a formal major risk assessment process which is an integral part of the annual business cycle.  As part of the process, each of the Group's businesses is required to identify and document major risks and appropriate mitigating activities and controls; and monitor and report to management on the effectiveness of these controls on a biannual basis.  Senior managers are also required to sign biannual confirmations of compliance with key procedures and to report any breakdowns in, or exceptions to, these procedures.  The results are reviewed by the Executive Committee and the Board.

 

The Group also has formal procedures in place, with clearly designated levels of authority, for approving acquisitions and other capital investments.  This is supported by a post investment review process for selected acquisitions and major items of capital expenditure.

 

The table below sets out the principal risks and uncertainties facing the business at the date of this Report and the systems and processes the Group has in place to manage and mitigate these risks.

 

Risk



Mitigation





Health, safety and environment

Food safety


Compass feeds millions of consumers around the world every day, therefore setting the highest standards for food hygiene and safety is paramount. The Group has appropriate policies, processes and training procedures to ensure full compliance with legal obligations.


Health and safety


Health and safety remains our number one operational priority. All management meetings throughout the Group feature a Health and Safety update as one of their first agenda items.


Environment


Everyday, everywhere, we look to make a positive contribution to the health and wellbeing of our customers, the communities we work in and the world we live in. Our Corporate Responsibility statement in the Annual Report describes our approach in more detail.

Clients and

consumers

Client retention


We aim to build long-term relationships with our clients based on quality and value. Our business model is structured so that we are not reliant on one particular sector, geography or group of clients.


Consolidation of food and support services


We have developed a range of support services to complement our existing foodservice offer. These services are underpinned by the Compass Service Framework, our standard operating platform for support services, which gives us the capability to deliver to the same consistent world-class standard globally.


Bidding risk


The Group's operating companies bid selectively for large numbers of contracts each year and a more limited number of concession opportunities. Tenders are developed in accordance with a thorough process which identifies both the potential risks (including social and ethical risks) and rewards, and are subject to approval at an appropriate level of the organisation.


Credit risk


There is limited concentration of credit risk with regard to trade receivables given the diverse and unrelated nature of the Group's client base.


Service delivery and compliance with contract terms and conditions


The Group's operating companies contract with a large number of clients. Processes are in place to ensure that the services delivered to clients are of an appropriate standard and comply with the appropriate contract terms and conditions.                     

 

 

Risk



Mitigation






Changes in consumer

preferences


We strive to meet consumer demand for quality, choice and value by developing innovative and nutritious food offers which suit the lifestyle and tastes of our consumers.

People

People retention

and motivation


The recruitment and retention of skilled employees is a challenge faced by the industry at large. The Group has established training and development programmes, succession planning and performance management programmes which are designed to align rewards with our corporate objectives and to retain and motivate our best people.

Supply Chain

Suppliers


The Group constantly strives to find the right balance between building long-term supply relationships based on the compatibility of values and behaviour with the requirements of the Group as well as quality and price. The Group seeks to avoid over-reliance on any one supplier.


Traceability


To reduce risk we are focusing on traceability, clear specification of our requirements to nominated suppliers and the improvement of purchasing compliance by unit managers.

Economic risk

Economy


Around 50% of our business, the Healthcare, Education and Defence, Offshore and Remote Site sectors, are less susceptible to economic downturns. Revenues in the remaining 50%, the Business & Industry and Sports & Leisure sectors, are more susceptible to the economy and employment levels. However, with the variable and flexible nature of our cost base, it is generally possible to contain the impact of like for like volume declines.


Food cost inflation


As part of our MAP programme we seek to manage food price inflation through: cost indexation in our contracts, giving us the contractual right to review pricing with our clients; menu management to substitute ingredients in response to any forecast shortages and cost increases; and continuing to drive greater purchasing efficiencies through supplier rationalisation and compliance.


Labour cost inflation


Our objective is always to deliver the right level of service in the most efficient way. As part of our MAP programme we have been deploying tools and processes to optimise labour productivity and exercise better control over other labour costs such as absenteeism, overtime and third party agency spend; and to improve our management of salary and benefit costs and control labour cost inflation.

Regulatory,

political and

competitive

environment

Political stability

                 


Compass is a global company operating in countries and regions with diverse economic and political conditions. Our operations and earnings may be adversely affected by political or economic instability. However, we remain aware of these risks and look to mitigate them wherever possible. We have also taken the strategic decision to withdraw from a number of countries (and had completed most of these withdrawals by the date of this report) where we consider the risks outweigh the rewards.


Regulation


Changes to laws or regulations could adversely affect our performance.  We engage with governmental and non-governmental organisations directly or through trade associations to ensure that our views are represented.


Competition


Compass operates in a competitive market place. The level of concentration and outsource penetration varies by country. Some markets are relatively concentrated with two or three key players, others are highly fragmented and offer significant opportunities for consolidation and penetration into the self-operated market. Aggressive pricing from our competitors could cause a reduction in our revenues and margins. We aim to minimise this by building long term relationships with our clients based on quality and value.

Acquisitions

and

investments

Acquisition risk


Potential acquisitions are identified by the operating companies and subject to appropriate levels of due diligence and approval by Group management. Post acquisition integration and performance is closely managed and subject to regular review.


Investment risk


Capital investments are subject to appropriate levels of scrutiny and

approval by Group management.


Joint ventures


In some countries we operate through joint ventures. Procedures are in place to ensure that joint venture partners bring skills, experience and resources that complement and add to those provided from within the Group.



 

Risk



Mitigation





Information

technology and

infrastructure



The Group relies on a variety of IT systems in order to manage and deliver services and communicate with its customers, suppliers and employees. There is minimal inter-country dependence on IT systems, and all of the Group's major operating companies have appropriate disaster recovery plans in place.

Fraud and

compliance



The Group's zero tolerance based Code of Ethics governs all aspects of our relationship with our stakeholders. All alleged breaches of the Code are investigated. The Group's procedures include regular operating reviews, underpinned by a continual focus on ensuring the effectiveness of internal controls.

Litigation



Though we do not operate in a litigious industry, we have in place policies and processes in all of our main operating companies to report, manage and mitigate against third-party litigation.

Reputation risk



Our brands are amongst the most successful and best established in our industry. They represent a key element of the Group's overall marketing and positioning. In the event that our brand or reputation is damaged this could adversely impact the Group's performance.  The Group's zero tolerance based Code of Ethics is designed to safeguard the Company's assets, brands and reputation.

Financial risk

Overview


Compass Group's financial risk management strategy is based upon sound economic objectives and good corporate practice. The main financial risks concern the availability of funds to meet our obligations (liquidity risk), movements in exchange rates (foreign currency risk), movements in interest rates (interest rate risk), and counterparty credit risk. Derivative and other financial instruments are used to manage interest rate and foreign currency risks. Further details of our financial risks and the ways in which we mitigate them are set out below.


Liquidity Risk

 


The Group finances its borrowings from a number of sources including banks, the public markets and the private placement markets.  The maturity profile of the Group's principal borrowings at 30 September 2010 shows the average period to maturity is 2.7 years. The Group's undrawn committed bank facilities at 30 September 2010 were £696 million (2009: £756 million).


Financial Instruments

 


The Group continues to manage its foreign currency and interest rate exposure in accordance with the policies set out below. The Group's financial instruments comprise cash, borrowings, receivables and payables that are used to finance the Group's operations. The Group also uses derivatives, principally interest rate, currency swaps and forward currency contracts, to manage interest rate and currency risks arising from the Group's operations. The Group does not trade in financial instruments. The Group's treasury policies are designed to mitigate the impact of fluctuations in interest rates and exchange rates and to manage the Group's financial risks. The Board approves any changes to the policies.


Foreign Currency Risk


The Group's policy is to match as far as possible its principal projected cash flows by currency to actual or effective borrowings in the same currency. As currency cash flows are generated, they are used to service and repay debt in the same currency. To implement this policy, forward currency contracts or currency swaps are taken out which, when applied to the actual currency liabilities, convert these to the required currency. A reconciliation of the 30 September 2010 actual currency liabilities to the effective currency borrowed is set out in note 18 of the consolidated financial statements.  The borrowings in each currency give rise to foreign exchange differences on translation into Sterling. Where the borrowings are either less than, or equate, to the net investment in overseas operations, these exchange rate movements are treated as movements on reserves and recorded in the statement of recognised income and expense rather than in the income statement. Non-Sterling earnings streams are translated at the average rate of exchange for the year. This results in differences in the Sterling value of currency earnings from year to year. The table in note 34 of the consolidated financial statements sets out the exchange rates used to translate the income statements, balance sheets and cash flows of non-Sterling denominated entities.


Interest Rate Risk

 


As detailed above, the Group has effective borrowings in a number of currencies and its policy is to ensure that, in the short-term, it is not materially exposed to fluctuations in interest rates in its principal currencies. The Group implements this policy either by borrowing fixed rate debt or by using interest rate swaps so that at least 80% of its projected net debt is fixed for one year, reducing to 60% fixed for the second year and 40% fixed for the third year.



 

Risk



Mitigation





Pensions risk



The Group's defined benefit pension schemes are closed to new entrants other than for transfers under public sector contracts in the UK where the Company is obliged to provide final salary benefits to transferring employees. Steps have been taken to reduce the investment risk in these schemes. Further information is set out in note 22 of the consolidated financial statements.

Tax risk



As a Group, we seek to plan and manage our tax affairs efficiently in the jurisdictions in which we operate. In doing so, we aim to act in compliance with the relevant laws and disclosure requirements. In an increasingly complex international tax environment, a degree of uncertainty is inevitable in estimating our tax liabilities. We exercise our judgement, and seek appropriate professional advice, in assessing the amounts of tax to be paid and the level of provision required. The effective rate of tax may be influenced by a number of factors, including changes in laws and accounting standards, which could increase the rate.

 

 

 



Consolidated Financial Statements

 

Directors' responsibilities

 

The financial information set out below does not constitute the company's statutory accounts for the years ended 30 September 2010 or 2009, but is derived from those accounts. Statutory accounts for 2009 have been delivered to the Registrar of Companies and those for 2010 will be delivered following the company's annual general meeting. The Auditors have reported on those accounts; their Reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their Report and did not contain statements under s498(2) or (3) Companies Act 2006.

 

 

The Annual Report and Accounts complies with the Disclosure and Transparency Rules ('DTR') of the United Kingdom's Financial Services Authority in respect of the requirement to produce an annual financial report. The Annual Report and Accounts is the responsibility of, and has been approved by, the Directors. We confirm that to the best of our knowledge:

 

·  the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards('IFRS');

·  the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

·  the Annual Report and Accounts includes a review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

On behalf of the Board

 

 

 

 

 

 

Mark J White

General Counsel and Company Secretary

24 November 2010

 

 


 

The directors are required to prepare financial statements for the Group in accordance with International Financial Reporting Standards ('IFRS'). Company law requires the directors to prepare such financial statements in accordance with IFRS, the Companies Act 2006 and Article 4 of the IAS Regulation.

 

International Accounting Standard 1 requires that financial statements present fairly for each financial year the Group'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 expense 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.

 

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;

·      provide additional disclosures when compliance with the specific requirements in IFRS is insufficient 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 which disclose with reasonable accuracy at any time the financial position of the Company, for safeguarding the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a directors' report and directors' remuneration report which comply with the requirements of the Companies Act 2006. The directors, having prepared the financial statements, have permitted the auditors to take whatever steps and undertake whatever inspections they consider to be appropriate for the purpose of enabling them to give their audit opinion.

 

The Directors are also responsible for the maintenance and integrity of the Compass Group PLC website.

 

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 



 

Consolidated income statement







for the year ended 30 September 2010


















2010


2009



Notes


 £m


 £m








Continuing operations







Revenue


1


14,468


13,444

Operating costs


2


(13,485)


(12,574)

Operating profit


1


983


870

Share of profit of associates


1, 12


6


7

Total operating profit


1


989


877

Finance income


4


5


14

Finance costs


4


(86)


(114)

Hedge accounting ineffectiveness


4


4


(7)

Change in the fair value of investments and minority interest put options


4


1


3

Profit before tax




913


773

Income tax expense


5


(246)


(221)

Profit for the year from continuing operations


1


667


552








Discontinued operations







Profit for the year from discontinued operations


6


13


40








Continuing and discontinued operations







Profit for the year




680


592








Attributable to







Equity shareholders of the Company




675


586

Minority interests




5


6

Profit for the year




680


592








Basic earnings per share (pence)







From continuing operations


7


35.3p


29.5p

From discontinued operations


7


0.7p


2.2p

From continuing and discontinued operations


7


36.0p


31.7p








Diluted earnings per share (pence)







From continuing operations


7


35.1p


29.4p

From discontinued operations


7


0.7p


2.2p

From continuing and discontinued operations


7


35.8p


31.6p















Analysis of operating profit







for the year ended 30 September 2010


















2010


2009





 £m


 £m








Continuing operations














Underlying operating profit before share of profits of associates




997


877

Share of profit of associates




6


7

Underlying operating profit before costs relating to acquisitions and disposals




1,003


884

Amortisation of intangibles arising on acquisition




(7)


(7)

Acquisition transaction costs




(5)


-

Share based payments expense - minority interest call option




(2)


-

Total operating profit 




989


877

 



 

Consolidated statement of comprehensive income

for the year ended 30 September 2010








































Movements in equity









Retained

Revaluation

Translation

Minority


Total


Total





earnings

reserve

reserve

interest


2010


2009



Notes


£m

£m

£m

£m


£m


£m













Profit for the year




675

-

-

5


680


592

Other comprehensive income












Currency translation differences




-

-

34

-


34


89

Actuarial gains/(losses) on post-retirement employee benefits


22


(57)

-

-

-


(57)


(206)

Tax on items relating to the components of other comprehensive income


5


18

-

(6)

-


12


70

Other




-

-

-

-


-


(1)

Total other comprehensive income/(loss) for the period




(39)

-

28

-


(11)


(48)

Total comprehensive income for the period




636

-

28

5


669


544













Attributable to












Equity shareholders of the Company




636

-

28

-


664


534

Minority interests




-

-

-

5


5


10





636

-

28

5


669


544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated statement of changes in equity

for the year ended 30 September 2010

























 



Attributable to equity shareholders of the Company





 




Share


Capital








 



Share

 premium


redemption

Own

Other

Retained


Minority



 



capital

 account


 reserve

 shares

reserves

earnings


 interests


Total

 

Reconciliation of movements in equity


£m

 £m


£m

£m

£m

£m


£m


£m

 














 

At 1 October 2009


185

215


44

(2)

4,489

(2,395)


9


2,545

 














 

Profit for the period


-

-


-

-

-

675


5


680

 

Other comprehensive income


-

-


-

-

28

(39)


-


(11)

 

Total comprehensive income for the year


-

-


-

-

28

636


5


669

 














 

Issue of shares (for cash)


4

93


-

-

-

-


-


97

 

Fair value of share-based payments


-

-


-

-

9

-


-


9

 

Tax on items taken directly to equity (note 5)


-

-


-

-

-

17


-


17

 

Share based payments expense - minority interest call option


-

-


-

-

-

2


-


2

 

Settled in new shares (issued by the Company)


-

9


-

-

(9)

-


-


-

 

Settled in cash or existing shares (purchased in market)

-

-


-

-

(1)

-


-


(1)

 

Transfer on exercise of put options


-

-


-

-

5

2


-


7

 

Buy-out of minority interests


-

-


-

-

-

(6)


(5)


(11)

 



189

317


44

(2)

4,521

(1,744)


9


3,334

 














 

Dividends paid to Compass shareholders

 (note 8)


-

-


-

-

-

(258)


-


(258)

 

Dividends paid to minority interests


-

-


-

-

-

-


(4)


(4)

 

(Increase)/decrease in own shares held for staff compensation schemes(1)

 

-

-


-

1

-

-


-


1

 

At 30 September 2010


189

317


44

(1)

4,521

(2,002)


5


3,073

 














 

(1) These shares are held in trust and are used to satisfy some of the Group's liabilities to employees for share options, share bonus and long-term incentive plans.

 

 











Equity








Share-based





adjustment








 payment

Merger

Revaluation

Translation


for put


Total other

Other reserves





reserve

reserve

reserve

reserve


options


reserves





£m

 £m

£m

£m


£m


£m














At 1 October 2009





146

4,170

7

172


(6)


4,489














Profit for the period





-

-

-

-


-


-

Other comprehensive income





-

-

-

28


-


28

Total comprehensive income for the year





-

-

-

28


-


28














Fair value of share-based payments





9

-

-

-


-


9

Settled in new shares (issued by the Company)





(9)

-

-

-


-


(9)

Settled in cash or existing shares

(purchased in market)





(1)

-

-

-


-


(1)

Transfer on exercise of put options





-

-

-

-


5


5

Equity adjustment for grant of put option





-

-

-

-


-


-

At 30 September 2010





145

4,170

7

200


(1)


4,521














 

 

 

 

 

 

 

 

 

 

Own shares held by the Group represent 361,864 shares in Compass Group PLC (2009: 691,822 shares). 344,655 shares are held by the Compass Group Employee Share Trust ('ESOP') and 17,209 shares by the Compass Group Long Term Incentive Plan Trust ('LTIPT'). These shares are listed on a recognised stock exchange and their market value at 30 September 2010 was £1.9 million (2009: £2.6 million). The nominal value held at 30 September 2010 was £36,186 (2009: £69,182).

 

ESOP and LTIPT are discretionary trusts for the benefit of employees and the shares held are used to satisfy some of the Group's liabilities to employees for share options, share bonus and long-term incentive plans. All of the shares held by the ESOP and LTIPT are required to be made available in this way.

 

The merger reserve arose in 2000 following the demerger from Granada Compass plc. The equity adjustment for put options arose in 2005 on the accounting for the options held by the Group's minority partners requiring the Group to purchase those minority interests.

 



Attributable to equity shareholders of the Company





 




Share


Capital








 



Share

 premium


redemption

Own

Other

Retained


Minority



 



capital

 account


 reserve

 shares

reserves

earnings


 interests


Total

 



£m

 £m


£m

£m

£m

£m


£m


£m

 














At 1 October 2008


184

178


44

(4)

4,401

(2,616)


19


2,206














Profit for the period


-

-


-

-

93

586


6


685

Other comprehensive income


-

-


-

-

-

(145)


4


(141)

Total comprehensive income for the year


-

-


-

-

93

441


10


544














Issue of shares (for cash)


1

27


-

-

-

-


-


28

Fair value of share-based payments


-

-


-

-

4

-


-


4

Settled in new shares (issued by the Company)


-

10


-

-

(10)

-


-


-

Settled in cash or existing shares  (purchased in market)


-

-


-

-

(1)

-


-


(1)

Share buy-back


-

-


-

-

-

(13)


-


(13)

Transfer on exercise of put options


-

-


-

-

3

20


-


23

Equity adjustment for grant of put option


-

-


-

-

(1)

-


-


(1)

Buy-out of minority interests


-

-


-

-

-

-


(17)


(17)

Other changes


-

-


-

-

-

2


-


2



185

215


44

(4)

4,489

(2,166)


12


2,775


 












Dividends paid to Compass shareholders (note 8)

-

-


-

-

-

(229)


-


(229)

Dividends paid to minority interests

 

-

-


-

-

-

-


(3)


(3)

(Increase)/decrease in own shares held for staff compensation schemes(1)

 

-

-


-

2

-

-


-


2

At 30 September 2010


185

215


44

(2)

4,489

(2,395)


9


2,545














(1) These shares are held in trust and are used to satisfy some of the Group's liabilities to employees for share options, share bonus and long-term incentive plans.

 

 











Equity








Share-based





adjustment








 payment

Merger

Revaluation

Translation


for put


Total other

Other reserves





reserve

reserve

reserve

reserve


options


reserves





£m

 £m

£m

£m


£m


£m














At 1 October 2008





153

4,170

8

78


(8)


4,401














Profit for the period





-

-

-

-


-


-

Other comprehensive income





-

-

(1)

94


-


93

Total comprehensive income for the year





-

-

(1)

94


-


93

Fair value of share-based payments





4

-

-

-


-


4

Settled in new shares (issued by the Company)





(10)

-

-

-


-


(10)

Settled in cash or existing shares (purchased in market)





(1)

-

-

-


-


(1)

Transfer on exercise of put options





-

-

-

-


3


3

Equity adjustment for grant of put option





-

-

-

-


(1)


(1)

At 30 September 2009





146

4,170

7

172


(6)


4,489














 

 

 

 

Consolidated balance sheet







as at 30 September 2010


















2010


2009



Notes


 £m


 £m








Non-current assets







Goodwill


9


3,833


3,580

Other intangible assets


10


570


493

Property, plant and equipment


11


581


530

Interests in associates


12


32


32

Other investments


13


37


32

Trade and other receivables


15


72


64

Deferred tax assets*


5


296


300

Derivative financial instruments**


19


81


60

Non-current assets




5,502


5,091








Current assets







Inventories


16


238


230

Trade and other receivables


15


1,830


1,680

Tax recoverable*




31


25

Cash and cash equivalents**


17


643


588

Derivative financial instruments**


19


10


27

Current assets




2,752


2,550








Total assets




8,254


7,641








Current liabilities







Short-term borrowings**


18


(148)


(323)

Derivative financial instruments**


19


(5)


(15)

Provisions


21


(130)


(123)

Current tax liabilities*




(273)


(260)

Trade and other payables


20


(2,683)


(2,378)

Current liabilities




(3,239)


(3,099)








Non-current liabilities







Long-term borrowings**


18


(1,200)


(1,277)

Derivative financial instruments**


19


(2)


(3)

Post-employment benefit obligations


22


(389)


(335)

Provisions


21


(302)


(342)

Deferred tax liabilities*


5


(15)


(11)

Trade and other payables


20


(34)


(29)

Non-current liabilities




(1,942)


(1,997)








Total liabilities




(5,181)


(5,096)








Net assets




3,073


2,545








Equity







Share capital


23


189


185

Share premium account




317


215

Capital redemption reserve




44


44

Less: Own shares




(1)


(2)

Other reserves




4,521


4,489

Retained earnings




(2,002)


(2,395)

Total equity shareholders' funds




3,068


2,536








Minority interests




5


9








Total equity




3,073


2,545








* Component of current and deferred taxes  ** Component of net debt














Approved by the Board of Directors on 24 November 2010 and signed on their behalf by








Richard J Cousins, Director







Andrew D Martin, Director







 

 

 

Consolidated cash flow statement







for the year ended 30 September 2010











2010


2009



Notes


 £m


 £m








Cash flow from operating activities







Cash generated from operations


26


1,330


1,114

Interest paid




(75)


(111)

Interest element of finance lease rentals




(2)


(3)

Tax received




24


22

Tax paid




(227)


(188)

Net cash from/(used in) operating activities of continuing operations




1,050


834

Net cash from/(used in) operating activities of discontinued operations


27


3


(1)

Net cash from/(used in) operating activities




1,053


833








Cash flow from investing activities







Purchase of subsidiary companies and investments in associated undertakings(1)


25


(205)


(165)

Proceeds from sale of subsidiary companies and associated undertakings - discontinued activities(1)


6


(9)


(34)

Tax on profits from sale of subsidiary companies and associated undertakings




-


3

Purchase of intangible assets


10


(122)


(117)

Purchase of property, plant and equipment


11


(207)


(166)

Proceeds from sale of property, plant and equipment/intangible assets




19


24

Purchase of other investments


13


(3)


(3)

Proceeds from sale of other investments




-


5

Dividends received from associated undertakings


12


6


4

Interest received




5


14

Net cash from/(used in) investing activities by continuing operations




(516)


(435)

Net cash from/(used in) investing activities by discontinued operations


27


-


-

Net cash from/(used in) investing activities




(516)


(435)








Cash flow from financing activities







Proceeds from issue of ordinary share capital




97


28

Purchase of own shares(2)




-


(12)

Net increase/(decrease) in borrowings


28


(306)


(178)

Repayment of obligations under finance leases


28


(15)


(15)

Equity dividends paid


8


(258)


(229)

Dividends paid to minority interests




(4)


(3)

Net cash from/(used in) financing activities by continuing operations




(486)


(409)

Net cash from/(used in) financing activities by discontinued operations


27


-


-

Net cash from/(used in) financing activities




(486)


(409)








Cash and cash equivalents







Net increase/(decrease) in cash and cash equivalents


28


51


(11)

Cash and cash equivalents at beginning of the year


28


588


579

Currency translation gains/(losses) on cash and cash equivalents


28


4


20

Cash and cash equivalents at end of the year


28


643


588

  

(1) Net of cash acquired or disposed and payments received or made under warranties and indemnities.







(2) Share buy-back and increase/(decrease) in own shares held to satisfy employee share-based payments.














Reconciliation of free cash flow from continuing operations

 







for the year ended 30 September 2010











2010


2009





 £m


 £m








Net cash from operating activities of continuing operations




1,050


834

Purchase of intangible assets




(122)


(117)

Purchase of property, plant and equipment




(207)


(166)

Proceeds from sale of property, plant and equipment/intangible assets




19


24

Purchase of other investments




(3)


(3)

Proceeds from sale of other investments




-


5

Dividends received from associated undertakings




6


4

Interest received




5


14

Dividends paid to minority interests




(4)


(3)

Other




-


1

Free cash flow from continuing operations




744


593

 

 

Notes to the consolidated financial statements

for the year ended 30 September 2010























1 Segmental reporting






































Geographical segments







North

Continental

UK &


Rest of

Intra-







America

 Europe

Ireland


the World

Group


Total



Revenues


£m

£m

£m


£m

£m


£m















Year ended 30 September 2010












External revenue


6,369

3,506

1,782


2,811

-


14,468



Less: Discontinued operations


-

-

-


-

-


-



External revenue - continuing


6,369

3,506

1,782


2,811

-


14,468















Year ended 30 September 2009












External revenue


5,806

3,429

1,829


2,383

-


13,447



Less: Discontinued operations


-

-

-


(3)

-


(3)



External revenue - continuing


5,806

3,429

1,829


2,380

-


13,444









































Products and services: Sectors



















Business


Healthcare


Sports

Defence, Offshore





Revenues


& Industry

Education

& Seniors


& Leisure

& Remote


Total





£m

£m

£m


£m

£m


£m















Year ended 30 September 2010












External revenue


5,949

2,308

2,739


1,639

1,833


14,468



Less: Discontinued operations


-

-

-


-

-


-



External revenue - continuing


5,949

2,308

2,739


1,639

1,833


14,468















Year ended 30 September 2009












External revenue


5,837

2,043

2,510


1,473

1,584


13,447



Less: Discontinued operations


-

-

-


-

(3)


(3)



External revenue - continuing


5,837

2,043

2,510


1,473

1,581


13,444














 

(1) There is no inter-segmental trading.

(2) Continuing revenues from external customers arising in the UK, the Group's country of domicile, were £1,709 million (2009:£1,749 million). Continuing revenues from external customers arising in all foreign countries from which the Group derives revenues were £12,759 million (2009:£11,695 million).

(3) Mexico was transferred from North America to the Rest of the World during the year. The comparatives have been restated accordingly.

(4) The correctional business was transferred from the Business & Industry sector to the Defence, Offshore & Remote sector during the year. The comparatives have been restated accordingly.



 
















Geographical segments







North

Continental

UK &


Rest of

Central







America

 Europe

Ireland


the World

activities


Total



Result


£m

£m

£m


£m

£m


£m















Year ended 30 September 2010












Total operating profit before associates and costs relating to acquisitions


491

248

114


204

(60)


997



Less: Discontinued operations


-

-

-


-

-


-



Operating profit before associates and costs relating to acquisitions


491

248

114


204

(60)


997



Less: Amortisation of intangibles arising on acquisition


(1)

-

(1)


(4)

(1)


(7)



Less: Acquisition transaction costs


(1)

(2)

(1)


-

(1)


(5)



Less: Share based payments expense - minority interest call option


-

-

-


(2)

-


(2)



Operating profit before associates - continuing


489

246

112


198

(62)


983



Add: Share of profit of associates


4

-

2


-

-


6



Total operating profit - continuing


493

246

114


198

(62)


989















Finance income









5



Finance costs









(86)



Hedge accounting ineffectiveness









4



Change in the fair value of investments and minority interest put options









1















Profit before tax









913















Income tax expense









(246)















Profit for the year from continuing operations









667















Year ended 30 September 2009












Total operating profit before associates and costs relating to acquisitions

438

232

114


150

(58)


876



Less: Discontinued operations


-

-

-


1

-


1



Operating profit before associates and costs relating to acquisitions

438

232

114


151

(58)


877



Less: Amortisation of intangibles arising on acquisition


-

-

(1)


(5)

(1)


(7)



Operating profit before associates - continuing


438

232

113


146

(59)


870



Add: Share of profit of associates


3

-

4


-

-


7



Total operating profit - continuing


441

232

117


146

(59)


877















Finance income









14



Finance costs









(114)



Hedge accounting ineffectiveness









(7)



Change in the fair value of investments and minority interest put options









3















Profit before tax









773















Income tax expense









(221)















Profit for the year from continuing operations









552


























 



 

2 Operating costs












2010


2009

Operating costs


£m


£m






Cost of food and materials:










Cost of inventories consumed


4,654


4,415






Labour costs:










Employee remuneration (note 3)


6,444


5,968






Overheads:










Depreciation - owned property, plant and equipment


138


125

Depreciation -leased property, plant and equipment


10


11

Amortisation - owned intangible assets


90


89






Property lease rentals


74


61

Other occupancy rentals - minimum guaranteed rent


57


56

Other occupancy rentals - rent in excess of minimum guaranteed rent


16


12

Other asset rentals


81


77






Audit and non-audit services


5


5






Other expenses


1,902


1,748











Operating costs before costs relating to acquisitions


13,471


12,567






Amortisation - intangible assets arising on acquisition


7


7

Acquisition transaction costs


5


-

Share based payments expense - minority interest call option


2


-






Total continuing operations


13,485


12,574






(1) Impairment of goodwill and inventories and net foreign exchange gains/losses recorded in income statement £nil (2009: £nil).





 



 

3 Employees












2010


2009

Average number of employees, including Directors and part-time employees


Number


Number (restated)






North America


174,734


164,491

Continental Europe


86,633


84,537

UK & Ireland


59,380


62,809

Rest of the World


107,455


97,205

Total continuing operations


428,202


409,042

Discontinued operations


-


2

Total continuing and discontinued operations


428,202


409,044








2010


2009

Aggregate remuneration of all employees including Directors


£m


£m (restated)






Wages and salaries


5,345


4,972

Social security costs


1,014


925

Share-based payments


9


4

Pension costs - defined contribution plans


54


44

Pension costs - defined benefit plans


22


23

Total continuing operations


6,444


5,968

Discontinued operations


-


-

Total continuing and discontinued operations


6,444


5,968






In addition to the pension cost shown in operating costs above, there is a pensions-related net charge within finance costs of £15 million (2009: net charge of £11 million).

 



 

4 Financing income, costs and other related gains/losses





 






 

Finance income and costs are recognised in the income statement in the period in which they are earned or incurred.



 






 



2010


2009

 

Finance income and costs


 £m


 £m

 






 

Finance income





 

Bank interest


5


14

 

Total finance income


5


14

 






 

Finance costs





 

Interest on bank loans and overdrafts


4


8

 

Interest on other loans


64


90

 

Finance lease interest


2


3

 

Interest on bank loans, overdrafts, other loans and finance leases


70


101

 

Unwinding of discount on put options held by minority shareholders


-


1

 

Unwinding of discount on provisions


1


1

 

Amount charged to pension scheme liabilities net of expected return on scheme assets (note 22)


15


11

 

Total finance costs


86


114

 






 

Analysis of finance costs by defined IAS 39(1) category





 

Fair value through profit or loss (unhedged derivatives)


10


13

 

Derivatives in a fair value hedge relationship


(36)


(22)

 

Derivatives in a net investment hedge relationship


4


-

 

Other financial liabilities


92


110

 

Interest on bank loans, overdrafts, other loans and finance leases


70


101

 

Fair value through profit or loss (put options held by minority interests)


1


2

 

Outside of the scope of IAS 39 (net pension scheme charge)


15


11

 

Total finance costs


86


114

 






 

(1) IAS 39 'Financial Instruments: Recognition and Measurement'.





 






 

The Group uses derivative financial instruments such as foreign currency contracts and interest rate swaps to hedge the risks associated with changes in foreign currency exchange rates and interest rates. As explained in section Q of the Group's accounting policies, such derivative financial instruments are initially measured at fair value on the contract date, and are re-measured to fair value at subsequent reporting dates. For derivative financial instruments that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to the income statement in the period.

 

The Group has a small number of outstanding put options which enable certain minority shareholders to require the Group to purchase the minority interest shareholding at an agreed multiple of earnings. These options are treated as derivatives over equity instruments and are recorded in the balance sheet at fair value which is re-evaluated at each period end. Fair value is based on the present value of expected cash outflows. The movement in fair value is included in the profit for the year.

 






 



2010


2009

 

Financing related (gains)/losses


 £m


 £m

 






 

Hedge accounting ineffectiveness





 

Unrealised net (gains)/losses on unhedged derivative financial instruments (1)


(2)


6

 

Unrealised net (gains)/losses on derivative financial instruments in a designated fair value hedge (2)


(10)


(59)

 

Unrealised net (gains)/losses on the hedged item in a designated fair value hedge


8


60

 

Total hedge accounting ineffectiveness (gains)/losses


(4)


7

 






 

Change in the fair value of investments and minority interest put options





 

Change in the fair value of investments (1), (3)


(1)


-

 

Change in the fair value of minority interest put options (credit)/charge (1)


-


(3)

 

Total


(1)


(3)

 






 

(1) Categorised as 'fair value through profit or loss' (IAS 39).





 

(2) Categorised as derivatives that are designated and effective as hedging instruments carried at fair value (IAS 39).





 

(3) Life insurance policies used by overseas companies to meet the cost of unfunded post-employment benefit obligations included in note 22.





 














 

5 Tax













 














 

Recognised in the income statement:







2010


2009

 

Income tax expense on continuing operations







£m


£m

 














 

Current tax













 

Current year










229


202

 

Adjustment in respect of prior years










(14)


(9)

 

Current tax expense/(credit)










215


193

 














 

Deferred tax













 

Current year










37


24

 

Impact of changes in statutory tax rates










3


-

 

Adjustment in respect of prior years










(9)


4

 

Deferred tax expense/(credit)










31


28

 














 

Total income tax













 

Income tax expense/(credit) on continuing operations








246


221


221














 

The income tax expense for the year is based on the United Kingdom statutory rate of corporation tax for the period of 28% (2009: 28%). Overseas tax is calculated at the rates prevailing in the respective jurisdictions. The impact of the changes in statutory rates relates principally to the reduction of the UK corporation tax rate from 28% to 27% from 1 April 2011. This change has resulted in a deferred tax charge arising from the reduction in the balance sheet carrying value of deferred tax assets to reflect the anticipated rate of tax at which those assets are expected to reverse.

 














 












 











2010


2009

 

Reconciliation of the income tax expense on continuing operations





£m


£m

 














 

Profit before tax from continuing operations






913


773

 














 

Notional income tax expense at the UK statutory rate of 28% (2009: 28%) on profit before tax



256


216

 

Effect of different tax rates of subsidiaries operating in other jurisdictions




50


39

 

Impact of changes in statutory tax rates










3


-

 

Permanent differences










(17)


(4)

 

Impact of share-based payments










-


(1)

 

Tax on profit of associates










(1)


(1)

 

Losses and other temporary differences not previously recognised





(24)


(29)

 

Unrelieved current year tax losses










2


6

 

Prior year items










(23)


(5)

 

Income tax expense on continuing operations










246


221

 














 

 











2010


2009

Tax credited/(charged) to other comprehensive income






£m


£m














Deferred tax credit on actuarial movements on post-employment benefits




18


61

Current and deferred tax (charges)/credits on foreign exchange movements




(6)


9

Tax credit/(charge) on items recognised in other comprehensive income




12


70














 

 

 




































2010


2009

Tax credited to equity










£m


£m














Current and deferred tax credits in respect of share-based payments





17


-

Tax credit/(charge) on items recognised in equity










17


-



















Pensions



Self-


Net








and post-



funded


short-term





Tax



employment



insurance


temporary



Movement in net deferred tax


depreciation


Intangibles

benefits

Tax losses


 provisions


differences


Total

asset/(liability)


£m


 £m

£m

£m


£m


£m


£m














At 1 October 2008


43


(64)

74

7


42


130


232

(Charge)/credit to income


(7)


(21)

(19)

(5)


5


11


(36)

(Charge)/credit to equity/other comprehensive income


-


(8)

61

4


-


3


60

Transfer from/(to) current tax


-


-

-

-


-


3


3

Business acquisitions


-


16

-

-


-


-


16

Business disposals


-


-

-

-


-


(1)


(1)

Other movements


1


(5)

2

(1)


(1)


4


-

Exchange adjustment


(2)


(9)

7

-


5


14


15

At 30 September 2009


35


(91)

125

5


51


164


289














At 1 October 2009


35


(91)

125

5


51


164


289

(Charge)/credit to income


(7)


(16)

5

8


3


(24)


(31)

(Charge)/credit to equity/other comprehensive income


-


(2)

18

(1)


-


7


22

Transfer from/(to) current tax


-


-

-

-


-


-


-

Business acquisitions


(1)


(5)

-

-


-


3


(3)

Business disposals


-


-

-

-


-


-


-

Other movements


1


(3)

1

-


-


1


-

Exchange adjustment


-


(2)

1

-


1


4


4

At 30 September 2010


28


(119)

150

12


55


155


281














Net short-term temporary differences relate principally to provisions and other liabilities of overseas subsidiaries.

 

After netting off balances within countries, the following are the deferred tax assets and liabilities recognised in the consolidated balance sheet:

 











2010


2009

Net deferred tax balance










£m


£m














Deferred tax assets










296


300

Deferred tax liabilities










(15)


(11)

Net deferred tax asset/(liability)










281


289














Unrecognised deferred tax assets in respect of tax losses and other temporary differences amount to £94 million (2009: £67 million). Of the total, tax losses of £58 million will expire at various dates between 2011 and 2018. These deferred tax assets have not been recognised as the timing of recovery is uncertain.

 

As a result of changes to tax legislation, overseas dividends received on or after 1 July 2009 are largely exempt from UK tax but may be subject to foreign withholding taxes. The unremitted earnings of those overseas subsidiaries affected by such taxes is £128 million (2009: £174 million). No deferred tax liability is recognised on these temporary differences as the Group is able to control the timing of reversal and it is probable that this will not take place in the foreseeable future.



 

6 Discontinued operations














Year ended 30 September 2010

 

The profit for the year from discontinued operations of £13 million which arose on the release of surplus provisions relating to prior period disposals and a £1 million loss from discontinued operations.

 

 








Year ended 30 September 2009

 

The profit for the year from discontinued operations comprises the release of surplus provisions of £23 million and accruals of £20 million relating to prior period disposals, additional proceeds of £2 million and a loss after tax from trading activities of £1 million.

 

 

 

 





2010

2009

 

Financial performance of discontinued operations




£m

£m

 







 

External revenue




-

3

 

Operating costs




(1)

(4)

 

Loss before tax




(1)

(1)

 

Income tax (expense)/credit




-

-

 

Loss after tax




(1)

(1)

 







 

Disposal of net assets and other
adjustments relating to discontinued operations






 

Profit on disposal of net assets of discontinued operations




-

2

 

Release of surplus provisions and accruals related to discontinued operations  (2), (3)




16

43

 

Profit before tax




16

45

 

Income tax (expense)/credit (see below)




(2)

(4)

 

Total profit after tax




14

41

 







 

Profit for the year from discontinued operations






 

Profit/(loss) for the year from discontinued operations




13

40

 







 

(1) The trading activity in the years ended 30 September 2009 and 30 September 2010 relates to the final run-off of activity in businesses earmarked for closure.

 

(2) Released surplus provisions of £16 million in the year ended 30 September 2010.

 

(3) Released surplus provisions of £23 million and the release of surplus accruals of £20 million, total £43 million, in the year ended 30 September 2009.

 







 





2010

2009

 

Income tax from discontinued operations




£m

£m

 







 

Income tax on disposal of net assets and
other adjustments relating to discontinued operations






 







 

Current tax




-

4

 

Deferred tax




(2)

(8)

 

Income tax (expense)/credit on disposal of net assets of discontinued operations




(2)

(4)

 







 

Total income tax from discontinued operations






 

Total income tax (expense)/credit from discontinued operations




(2)

(4)

 







 







 





2010

2009

 

Net assets disposed and disposal proceeds




£m

£m

 







 

Increase/(decrease) in retained liabilities (1), (2)




(23)

(79)

 

Profit/(loss) on disposal before tax




16

45

 







 

Consideration, net of costs




(7)

(34)

 







 

Consideration deferred to future periods




(2)

-

 

Cash disposed of




-

-

 







 

Cash inflow/(outflow) from current year disposals




(9)

(34)

 







 

(1) Including the release of surplus provisions of £16 million and the utilisation of accruals/provisions in respect of purchase price adjustments, warranty claims and other indemnities of £7 million in the year ended 30 September 2010. Total £23 million

 

(2) Including the release of surplus provisions of £23 million and surplus accruals of £20 million, and the utilisation of accruals/provisions in respect of purchase price adjustments, warranty claims and other indemnities of £36 million in the year ended 30 September 2009. Total £79 million

 



 

7 Earnings per share










The calculation of earnings per share is based on earnings after tax and the weighted average number of shares in issue during the year. The adjusted earnings per share figures have been calculated based on earnings excluding the effect of discontinued operations, the amortisation of intangible assets arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness, and the change in the fair value of investments and minority interest put options and the tax attributable to these amounts. These items are excluded in order to show the underlying trading performance of the Group.








2010


2009



Attributable


Attributable



profit


profit

Attributable profit


£m


£m






Profit for the year attributable to equity shareholders of the Company


675


586

Less: Profit for the year from discontinued operations


(13)


(40)

Attributable profit for the year from continuing operations


662


546

Add back: Amortisation of intangible assets arising on acquisition (net of tax)


5


6

Add back: Acquisition transaction costs (net of tax)


4


-

Add back: Share based payments expense - minority interest call option (net of tax)


2


-

Add back: Loss/(profit) from hedge accounting ineffectiveness (net of tax)


(3)


5

Add back: Change in the fair value of investments and minority interest put options (net of tax)


(1)


(3)

Underlying attributable profit for the year from continuing operations


669


554








2010


2009



Ordinary shares


Ordinary shares



of 10p each


 of  10p each

Average number of shares (millions of ordinary shares of 10p each)


millions


millions






Average number of shares for basic earnings per share


1,873


1,848

Dilutive share options


15


7

Average number of shares for diluted earnings per share


1,888


1,855








2010


2009



Earnings


Earnings



per share


per share



pence


pence






Basic earnings per share (pence)





From continuing and discontinued operations


36.0


31.7

From discontinued operations


(0.7)


(2.2)

From continuing operations


35.3


29.5

Amortisation of intangible assets arising on acquisition (net of tax)


0.3


0.3

Acquisition transaction costs (net of tax)


0.2


-

Share based payments expense - minority interest call option (net of tax)


0.1


-

Hedge accounting ineffectiveness (net of tax)


(0.2)


0.3

Change in the fair value of investments and minority interest put options (net of tax)


-


(0.1)

From underlying continuing operations


35.7


30.0






Diluted earnings per share (pence)





From continuing and discontinued operations


35.8


31.6

From discontinued operations


(0.7)


(2.2)

From continuing operations


35.1


29.4

Amortisation of intangible assets arising on acquisition (net of tax)


0.3


0.3

Acquisition transaction costs (net of tax)


0.2


-

Share based payments expense - minority interest call option (net of tax)


0.1


-

Hedge accounting ineffectiveness (net of tax)


(0.2)


0.3

Change in the fair value of investments and minority interest put options (net of tax)


(0.1)


(0.1)

From underlying continuing operations


35.4


29.9

 



 

8 Dividends














A final dividend in respect of 2010 of 12.5 pence per share, £236 million in aggregate(1), has been proposed giving a total dividend in respect of 2010 of 17.5 pence per share (2009: 13.2 pence per share). The proposed final dividend is subject to approval by shareholders at the Annual General Meeting on 3 February 2011 and has not been included as a liability in these financial statements.










2010


2009



Dividends



Dividends




per share



per share


Dividends on ordinary shares of 10p each


pence

£m


pence

£m








Amounts recognised as distributions to equity shareholders during the year:







Final dividend for the prior year


8.8p

164


8.0p

148

Interim dividend for the current year


5.0p

94


4.4p

81

Total dividends


13.8p

258


12.4p

229

 

(1) Based on the number of shares in issue at 30 September 2010 (1,886 million shares)

 

 

 

9 Goodwill


























During the year the Group made a number of acquisitions. See note 25 for more details.














Goodwill












£m














Cost













At 1 October 2008












3,397

Additions












104

Business disposals - other activities












(1)

Currency adjustment












187

At 30 September 2009












3,687














At 1 October 2009












3,687

Additions












217

Business disposals - other activities












-

Currency adjustment












36

At 30 September 2010












3,940














Impairment













At 1 October 2008












107

Impairment charge recognised in the year












-

At 30 September 2009












107














At 1 October 2009












107

Impairment charge recognised in the year












-

At 30 September 2010












107














Net book value













At 30 September 2009












3,580

At 30 September 2010












3,833

 

 

 



 

Goodwill acquired in a business combination is allocated at acquisition to the cash-generating units ('CGUs') that are expected to benefit from that business combination. A summary of goodwill allocation by business segment is shown below.





































2010


2009

Goodwill by business segment










£m


£m














USA










1,191


1,124

Rest of North America










131


102

Total North America










1,322


1,226

Continental Europe










272


214

UK & Ireland










1,792


1,739

Rest of the World










447


401

Total 










3,833


3,580



























The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of a CGU is determined from value in use calculations. The key assumptions for these calculations are long-term growth rates and pre-tax discount rates and use cash flow forecasts derived from the most recent financial budgets and forecasts approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using estimated growth rates based on local expected economic conditions and do not exceed the long-term average growth rate for that country. The pre-tax discount rates are based on the Group's weighted average cost of capital adjusted for specific risks relating to the country in which the CGU operates.




















2010


2009







Residual


Pre-tax


Residual


Pre-tax

Growth and discount rates






growth rates


discount rates


growth rates


discount rates














USA






2.5%


7.4%


2.5%


7.9%

Rest of North America






2.5%


7.4%


2.5%


8.4%

Continental Europe






2.5 - 6.0%


6.6 -13.8%


2.5 - 7.3%


6.8 - 10.6%

UK & Ireland






3.0%


10.3%


2.5%


10.1%

Rest of the World






2.5 - 6.5%


6.0 - 14.0%


2.5 - 7.1%


7.7 - 23.3%














 

Given the current economic climate, a sensitivity analysis has been performed in assessing recoverable amounts of goodwill. This has been based on changes in key assumptions considered to be possible by management. For the United Kingdom, to which goodwill of £1,787 million is allocated, an increase in the discount rate of 0.4% or a decrease in the long-term growth rate of 0.6% would eliminate the headroom of approximately of £100 million under each scenario. There are no other CGUs that are sensitive to possible changes in key assumptions.

10 Other intangible assets




















Contract and other intangibles




Computer


Arising on






software


 acquisition

Other


Total

Other intangible assets


 £m


£m

£m


£m









Cost








At 1 October 2008


160


65

428


653

Additions


15


-

102


117

Disposals


(5)


(1)

(38)


(44)

Business acquisitions


-


28

-


28

Reclassified


27


-

3


30

Currency adjustment


18


10

49


77

At 30 September 2009


215


102

544


861









At 1 October 2009


215


102

544


861

Additions


19


-

103


122

Disposals


(3)


-

(33)


(36)

Business acquisitions


1


21

4


26

Reclassified


7


-

26


33

Currency adjustment


1


4

6


11

At 30 September 2010


240


127

650


1,017









Amortisation








At 1 October 2008


80


3

177


260

Charge for the year


21


7

68


96

Disposals


(3)


(1)

(32)


(36)

Business acquisitions


-


-

-


-

Reclassified


18


-

-


18

Currency adjustment


10


-

20


30

At 30 September 2009


126


9

233


368









At 1 October 2009


126


9

233


368

Charge for the year


25


7

65


97

Disposals


(2)


-

(31)


(33)

Business acquisitions


-


-

-


-

Reclassified


3


-

8


11

Currency adjustment


-


-

4


4

At 30 September 2010


152


16

279


447









Net book value








At 30 September 2009


89


93

311


493

At 30 September 2010


88


111

371


570









Contract-related intangible assets, other than those arising on acquisition, result from payments made by the Group in respect of client contracts and generally arise where it is economically more efficient for a client to purchase assets used in the performance of the contract and the Group fund these purchases.

 

11 Property, plant and equipment
















Land and

Plant and

Fixtures and





buildings

 machinery

 fittings


Total

Property, plant and equipment


£m

£m

£m


£m








Cost







At 1 October 2008


235

614

433


1,282

Additions (1)


12

93

65


170

Disposals


(14)

(59)

(41)


(114)

Business acquisitions


4

6

1


11

Business disposals - other activities


(2)

(1)

-


(3)

Reclassified


5

14

(19)


-

Currency adjustment


34

76

47


157

At 30 September 2009


274

743

486


1,503








At 1 October 2009


274

743

486


1,503

Additions (1)


25

124

63


212

Disposals


(10)

(58)

(31)


(99)

Business acquisitions


6

13

2


21

Business disposals - other activities


-

-

-


-

Reclassified


(40)

47

(46)


(39)

Currency adjustment


6

2

2


10

At 30 September 2010


261

871

476


1,608








Depreciation







At 1 October 2008


130

405

284


819

Charge for the year


19

67

50


136

Disposals


(11)

(52)

(32)


(95)

Business disposals - other activities


(1)

(1)

-


(2)

Reclassified


4

19

(10)


13

Currency adjustment


21

49

32


102

At 30 September 2009


162

487

324


973








At 1 October 2009


162

487

324


973

Charge for the year


13

84

51


148

Disposals


(9)

(48)

(26)


(83)

Business disposals - other activities


-

-

-


-

Reclassified


(27)

37

(27)


(17)

Currency adjustment


4

1

1


6

At 30 September 2010


143

561

323


1,027








(1) Includes leased assets of £3 million (2009: £4 million).

 














Net book value







At 30 September 2009


112

256

162


530

At 30 September 2010


118

310

153


581

 

 

The net book amount of the Group's property, plant and equipment includes assets held under finance leases as follows:










Land and

Plant and

Fixtures and





buildings

machinery

fittings


Total

Property, plant and equipment held under finance leases


£m

£m

£m


£m








At 30 September 2009


5

26

4


35

At 30 September 2010


9

20

2


31








 

 

 

12 Interests in associates
























2010


2009

Principal associates


Country of  incorporation


% ownership


% ownership










Twickenham Experience Ltd


England & Wales


40%


40%

Oval Events Limited


England & Wales


25%


25%

Thompson Hospitality Services LLC


USA


49%


49%

























2010


2009

Interests in associates






£m


£m










Net book value









At 1 October






32


28

Additions






-


-

Share of profits less losses (net of tax)






6


7

Dividends received






(6)


(4)

Currency and other adjustments






-


1

At 30 September






32


32










 

The Group's share of revenues and profits is included below:
















2010


2009

Associates






£m


£m










Share of revenue and profits









Revenue






28


27

Expenses / taxation (1)






(22)


(20)

Profit after tax for the year






6


7










Share of net assets









Goodwill






23


25

Other






9


7

Net assets






32


32










Share of contingent liabilities









Contingent liabilities






-


-










(1) Expenses include the relevant portion of income tax recorded by associates.







 

13 Other investments





 

 

 







2010


2009

Other investments


£m


£m






Net book value





At 1 October


32


17

Additions


3


3

Disposals


-


(3)

Business acquisitions


1


-

Reclassified from trade and other receivables


-


17

Currency and other adjustments


1


(2)

At 30 September


37


32






Comprised of





Investment in Au Bon Pain (1), (3)


7


7

Other investments (1), (3)


9


6

Life insurance policies (1), (2), (3)


21


19

Total


37


32






(1) Categorised as 'available for sale' financial assets (IAS 39).





(2) Life insurance policies used by overseas companies to meet the cost of unfunded post-employment benefit obligations included in note 22.





(3) As per the fair value hierarchies explained in Note 19 in the Annual Report, the investment in Au Bon Pain is level 3, other investments are level 1 and the life insurance policies are level 2.

 

 

14 Joint ventures
















Principal joint ventures





2010


2009



Country of  incorporation


% ownership


% ownership









Quadrant Catering Ltd



England & Wales


49%


49%

Sofra Yemek Üretim Ve Hizmet AS



Turkey


50%


50%

ADNH-Compass Middle East LLC



United Arab Emirates


50%


50%

Express Support Services Limitada



Angola


50%


50%

























None of these investments is held directly by the ultimate parent company. All joint ventures provide foodservice and/or support services in their respective countries of incorporation and make their accounts up to 30 September.

 

The share of the revenue, profits, assets and liabilities of the joint ventures included in the consolidated financial statements are as follows:

 









Joint ventures





2010


2009





£m


£m









Share of revenue and profits








Revenue





291


264

Expenses





(264)


(241)

Profit after tax for the year





27


23









Share of net assets








Non-current assets





18


14

Current assets





103


90

Non-current liabilities





(15)


(10)

Current liabilities





(72)


(64)

Net assets





34


30









Share of contingent liabilities








Contingent liabilities





22


18

 

 

15 Trade and other receivables





























2010


2009




 

Current

 Non-current


 

Total


 

Current


 Non-current


Total

Trade and other receivables



£m

£m


£m


£m


£m


£m














Net book value













At 1 October



1,680

64


1,744


1,577


66


1,643

Net movement



141

6


147


(82)


(12)


(94)

Currency adjustment



9

2


11


185


10


195

At 30 September



1,830

72


1,902


1,680


64


1,744













Comprised of













Trade receivables



1,643

5


1,648


1,515


4


1,519

Less: Provision for impairment of trade receivables



(78)

(1)


(79)


(66)


-


(66)

Net trade receivables (1)



1,565

4


1,569


1,449


4


1,453














Other receivables



70

41


111


50


41


91

Less: Provision for impairment of other receivables



(8)

-


(8)


(8)


-


(8)

Net other receivables



62

41


103


42


41


83














Accrued income



109

-


109


90


-


90

Prepayments



90

27


117


93


17


110

Amounts owed by associates (1)



4

-


4


6


2


8














Trade and other receivables



1,830

72


1,902


1,680


64


1,744














(1) Categorised as 'loans and receivables' financial assets (IAS 39).















 

Trade receivables


























The book value of trade and other receivables approximates to their fair value due to the short-term nature of the majority of the receivables.














Credit sales are only made after credit approval procedures have been satisfactorily completed. The policy for making provisions for bad and doubtful debts varies from country to country as different countries and markets have different payment practices, but various factors are considered including how overdue the debt is, the type of debtor and its past history, and current market and trading conditions. Full provision is made for debts that are not considered to be recoverable.














There is limited concentration of credit risk with respect to trade receivables due to the diverse and unrelated nature of the Group's client base. Accordingly the directors believe that there is no further credit provision required in excess of the provision for the impairment of receivables. The book value of trade and other receivables represents the Group's maximum exposure to credit risk.














Trade receivable days for the continuing business at 30 September 2010 were 48 days (2009: 47 days).














The ageing of gross trade receivables and of the provision for impairment is as follows:

















2010




Not

0-3


3-6


6-12


Over 12






yet

months


months


months


months



Trade receivables



due

overdue


overdue


overdue


overdue


Total



£m

£m


£m


£m


£m


£m














Gross trade receivables



1,291

282


35


18


22


1,648

Less: Provision for impairment of trade receivables



(8)

(10)


(21)


(18)


(22)


(79)

Net trade receivables



1,283

272


14


-


-


1,569

















2009




Not

0-3


3-6


6-12


Over 12






yet

months


months


months


months


Total




due

overdue


overdue


overdue


overdue



Trade receivables



£m

£m


£m


£m


£m


£m














Gross trade receivables



1,169

272


41


17


20


1,519

Less: Provision for impairment of trade receivables



(5)

(6)


(21)


(14)


(20)


(66)

Net trade receivables



1,164

266


20


3


-


1,453














Movements in the provision for impairment of trade and other receivables are as follows:



















2010


2009



Trade

Other


Total


Trade


Other


Total

Provision for impairment of trade and other receivables


£m

£m


£m


£m


£m


£m














At 1 October



66

8


74


54


5


59

Charged to income statement



27

-


27


36


3


39

Credited to income statement



(3)

-


(3)


(1)


-


(1)

Utilised



(11)

-


(11)


(13)


-


(13)

Reclassified



-

-


-


(14)


-


(14)

Currency adjustment



-

-


-


4


-


4

At 30 September



79

8


87


66


8


74














At 30 September 2010, trade receivables of £286 million (2009: £289 million) were past due but not impaired. The Group has made a provision based on a number of factors, including past history of the debtor, and all un-provided for amounts are considered to be recoverable.

 

 

 

 

 

 

 

 

 

 

 

 

16 Inventories







2010


2009

Inventories


£m


£m






Net book value





At 1 October


230


213

Net movement


5


(6)

Currency adjustment


3


23

At 30 September


238


230






 

 

17 Cash and cash equivalents












2010


2009

Cash and cash equivalents


£m


£m






Cash at bank and in hand


193


181

Short-term bank deposits


450


407

Cash and cash equivalents (1)


643


588

(1) Categorised as 'loans and receivables' financial assets (IAS 39).












2010


2009

Cash and cash equivalents by currency


£m


£m






Sterling


462


427

US Dollar


25


17

Euro


43


21

Japanese Yen


6


4

Other


107


119

Cash and cash equivalents


643


588






The Group's policy to manage the credit risk associated with cash and cash equivalents is set out in note 19. The book value of cash and cash equivalents represents the maximum credit exposure.

 

 



 

18 Short-term and long-term borrowings


























2010


2009

Short-term and long-term borrowings


Current

Non-current


Total


Current


Non-current


Total


£m

£m


£m


£m


 £m


£m













Bank overdrafts


39

-


39


71


-


71

Bank loans


21

11


32


11


14


25

Loan notes


77

521


598


23


588


611

Bonds


-

637


637


204


636


840

Borrowings (excluding finance leases)


137

1,169


1,306


309


1,238


1,547

Finance leases


11

31


42


14


39


53

Borrowings (including finance leases)  (1)


148

1,200


1,348


323


1,277


1,600













(1) Categorised as 'other financial liabilities' (IAS 39).
























Bank overdrafts principally arise as a result of uncleared transactions. Interest on bank overdrafts is at the relevant money market rates.



 

All amounts due under bonds, loan notes and bank facilities are shown net of unamortised issue costs.

 

The Group has fixed term, fixed interest private placements totalling US$853 million (£541 million) at interest rates between 5.11% and 7.955%. The carrying value of these loan notes is £562 million. It also has a Sterling denominated private placement of £35 million with a carrying value of £36 million.

 

Loan notes


















Nominal value


Redeemable


Interest













US$ private placement







$35m


Nov 2010


5.11%

US$ private placement







$62m


May 2011


6.67%

US$ private placement







$24m


Sep 2011


7.955%

US$ private placement







$450m


May 2012


6.81%

US$ private placement







$15m


Nov 2013


5.67%

US$ private placement







$105m


Oct 2013


6.45%

US$ private placement







$162m


Oct 2015


6.72%

Sterling private placement







£35m


Oct 2016


7.55%

























The Group also has Sterling denominated Eurobonds totalling £575 million at interest rates of between 6.375% and 7.0%. The carrying value of these bonds is £637 million. The bond redeemable in December 2014 is recorded at its fair value to the Group on acquisition. The £200 million Sterling Eurobond was redeemed in January 2010.

Bonds


















Nominal value


Redeemable


Interest













Sterling Eurobond







£325m


May 2012


6.375%

Sterling Eurobond







£250m


Dec 2014


7.0%





































The maturity profile of borrowings (excluding finance leases) is as follows:





















Maturity profile of borrowings (excluding finance leases)







2010


2009







 £m


 £m













Within 1 year, or on demand









137


309

Between 1 and 2 years









650


95

Between 2 and 3 years









2


649

Between 3 and 4 years









81


-

Between 4 and 5 years









289


78

In more than 5 years









147


416

Borrowings (excluding finance leases)









1,306


1,547



 

The fair value of the Group's borrowings is calculated by discounting future cash flows to net present values at current market rates for similar financial instruments. The table below shows the fair value of borrowings excluding accrued interest:


















2010


2009






Carrying


Fair


Carrying


Fair

Carrying value and /fair value of borrowings (excluding finance leases)





value


value


value


value





£m


£m


£m


£m













Bank overdrafts





39


39


71


71













Bank loans





32


32


25


25













Loan notes





598


641


611


644













£200m Eurobond Jan 2010





-


-


202


203

£325m Eurobond May 2012





350


347


355


349

£250m Eurobond Dec 2014





287


290


283


279

Bonds





637


637


840


831













Borrowings (excluding finance leases)





1,306


1,349


1,547


1,571










































2010


2009








Present




Present

Gross and present value of finance lease

 liabilities





Gross


value


Gross


value





£m


£m


£m


 £m













Finance lease payments falling due:












Within 1 year





12


11


16


14

In 2 to 5 years





23


22


28


25

In more than 5 years





9


9


15


14






44


42


59


53

Less: future finance charges





(2)


-


(6)


-

Gross and present value of finance lease liabilities





42


42


53


53



























2010


2009




Finance






Finance





Borrowings

leases


Total


Borrowings


leases


Total

Borrowings by currency


£m

£m


£m


£m


£m


£m













Sterling


687

-


687


894


-


894

US Dollar


568

14


582


618


19


637

Euro


17

21


38


8


25


33

Japanese Yen


7

-


7


13


1


14

Other


27

7


34


14


8


22

Total


1,306

42


1,348


1,547


53


1,600















The Group had the following undrawn committed facilities available at 30 September, in respect of which all conditions precedent had then been met:






















2010


2009

Undrawn committed facilities









£m


 £m













Expiring between 1 and 5 years









696


756

 



 

19 Derivative financial instruments














 


















 

Capital risk management

















 


















 

The Group manages its capital structure to ensure that it will be able to continue as a going concern. The capital structure of the Group consists of cash and cash equivalents as disclosed in note 17; debt, which includes the borrowings disclosed in note 18; and equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.

 


















 

Financial management

















 


















 

The Group continues to manage its interest rate and foreign currency exposure in accordance with the policies set out below. The Group's financial instruments comprise of cash, borrowings, receivables and payables that are used to finance the Group's operations. The Group also uses derivatives, principally interest rate swaps and forward currency contracts, to manage interest rate and currency risks arising from the Group's operations. The Group does not trade in financial instruments. The Group's treasury policies are designed to mitigate the impact of fluctuations in interest rates and exchange rates and to manage the Group's financial risks. The Board approves any changes to the policies.

 


















 

Credit risk


































The Group's policy is to minimise its exposure to credit risk from the failure of any single financial counterparty by spreading its risk across a portfolio of financial counterparties and managing the aggregate exposure to each against certain pre-agreed limits. Exposure to counterparty credit risk arising from deposits, derivative and forward foreign currency contracts is concentrated at the Group centre where possible. Financial counterparty limits are derived from the long and short-term credit ratings, and the balance sheet strength of the financial counterparty . All financial counterparties are required to have a minimum short-term credit rating from Moodys of P-1 or equivalent from another recognised agency.

The Group's policy to manage the credit risk associated with trade and other receivables is set out in note 15.

 



2010


2009



Current


Non-current


Current


Non-current


Current


 Non-current


Current


 Non-current

Derivative financial


assets


 assets


liabilities


 liabilities


 assets


assets


liabilities


 liabilities

instruments


£m


£m


£m


£m


£m


£m


£m


£m


















Interest rate swaps

















Fair value hedges (1)


9


80


-


-


25


60


-


-

Not in a hedging relationship (2)


-


-


(1)


(2)


-


-


(7)


(3)


















Other derivatives

















Forward currency contracts


1


-


(4)


-


1


-


(8)


-

Others


-


1


-


-


1


-


-


-


















Total


10


81


(5)


(2)


27


60


(15)


(3)


















(1) Derivatives that are designated and effective as hedging instruments carried at fair value (IAS 39).







(2) Derivatives carried at 'fair value through profit or loss' (IAS 39).
































2010


2009









Fair value


Cash flow


Fair value


Cash flow

Notional amount of derivative financial








 swaps


 swaps


swaps


swaps

instruments by currency










£m


£m


£m


£m


















Sterling










695


-


1,025


-

US Dollar










254


105


252


110

Euro










-


113


-


155

Japanese Yen










7


103


13


105

Other










-


68


-


113

Total










956


389


1,290


483
























2010


2009











Effective






Effective



Gross


Forward


 currency of


Gross


Forward


 currency of

Effective currency denomination of borrowings


borrowings


contracts


borrowings


borrowings


contracts


borrowings

after the effect of derivatives


£m


£m


£m


£m


£m


£m


















Sterling






687


(156)


531


894


(383)


511

US Dollar






582


(103)


479


637


48


685

Euro






38


130


168


33


138


171

Japanese Yen






7


50


57


14


75


89

Other






34


82


116


22


129


151

Total






1,348


3


1,351


1,600


7


1,607

 

20 Trade and other payables




















2010


2009



Current

 Non-current

Total


Current

 Non-current

Total

Trade and other payables


£m

£m

£m


£m

£m

£m










Net book value









At 1 October


2,378

29

2,407


2,235

33

2,268

Net movement


288

4

292


(105)

(8)

(113)

Currency adjustment


17

1

18


248

4

252

At 30 September


2,683

34

2,717


2,378

29

2,407










Comprised of









Trade payables (1)


1,107

5

1,112


967

4

971

Amounts owed to associates (1)


-

-

-


1

-

1

Social security and other taxes


265

-

265


213

-

213

Other payables


156

17

173


133

16

149

Deferred consideration on acquisitions (1)


17

10

27


14

7

21

Liability on put options held by minority equity partners (2)


-

1

1


6

2

8

Accruals (3)


942

1

943


871

-

871

Deferred income


196

-

196


173

-

173

Trade and other payables


2,683

34

2,717


2,378

29

2,407










(1) Categorised as 'other financial liabilities' (IAS 39).









(2) Categorised as 'fair value through profit or loss' (IAS 39).







(3) Of this balance £299 million (2009: £288 million) is categorised as 'other financial liabilities' (IAS 39).
















The Directors consider that the carrying amount of trade and other payables approximates to their fair value.  The current trade and other payables are payable on demand.

 

Trade payable days for the continuing business at 30 September 2010 were 63 days (2009: 58 days (restated to a comparable basis)).

 



 

 

21 Provisions























Provisions in










 respect of










discontinued










and disposed

Onerous

Legal and

Environmental



Provisions


 Insurance

 businesses

contracts

other claims

and other


Total


£m

£m

 £m

 £m


 £m


 £m











At 1 October 2008


143

142

50

108


11


454

Reclassified (1)


-

(1)

-

24


-


23

Expenditure in the year


(7)

(29)

(4)

(20)


(3)


(63)

Charged to income statement


16

-

9

21


30


76

Credited to income statement


(3)

(23)

(10)

(14)


(3)


(53)

Fair value adjustments arising on acquisitions


-

-

1

-


-


1

Business disposals - other activities


-

-

-

-


-


-

Unwinding of discount on provisions


-

-

1

-


-


1

Currency adjustment


14

-

2

8


2


26

At 30 September 2009


163

89

49

127


37


465











At 1 October 2009


163

89

49

127


37


465

Reclassified (1)


-

-

1

4


3


8

Expenditure in the year


(6)

(6)

(7)

(19)


(30)


(68)

Charged to income statement


17

-

11

21


12


61

Credited to income statement


-

(17)

(12)

(10)


(5)


(44)

Fair value adjustments arising on acquisitions (note 25)


-

-

1

(1)


-


-

Business disposals - other activities


1

-

-

4


2


7

Unwinding of discount on provisions


-

-

-

-


-


-

Currency adjustment


2

-

1

3


(3)


3

At 30 September 2010


177

66

44

129


16


432











(1) Including items reclassified from accrued liabilities and other balance sheet captions.




















Provisions







2010


2009








 £m


 £m











Current







130


123

Non-current







302


342

Total provisions







432


465





















The provision for insurance relates to the costs of self-funded insurance schemes and is essentially long-term in nature.

Provisions in respect of discontinued and disposed businesses relate to estimated amounts payable in connection with onerous contracts and claims arising from disposals. The final amount payable remains uncertain as, at the date of approval of these financial statements, there remains a further period during which claims may be received. The timing of any settlement will depend upon the nature and extent of claims received. Surplus provisions of £16 million (2009: £23 million) were credited to the discontinued operations section of the income statement in the year.

Provisions for onerous contracts represent the liabilities in respect of short-term and long-term leases on unoccupied properties and other contracts lasting under five years.

Provisions for legal and other claims relate principally to provisions for the estimated cost of litigation and sundry other claims. The timing of the settlement of these claims is uncertain.

Environmental provisions are in respect of potential liabilities relating to the Group's responsibility for maintaining its operating sites in accordance with statutory requirements and the Group's aim to have a low impact on the environment. These provisions are expected to be utilised as operating sites are disposed of or as environmental matters are resolved. The other provisions include provisions for restructuring.

Provisions are discounted to present value where the effect is material using the Group's weighted average cost of capital.

 

 

 

 

 



 

22 Post-employment benefit obligations
































Pension schemes operated
































The Group operates a number of pension arrangements throughout the world which have been developed in accordance with statutory requirements and local customs and practices. The majority of schemes are self-administered and the schemes' assets are held independently of the Group's assets. Pension costs are assessed in accordance with the advice of independent, professionally qualified actuaries. The Group makes employer contributions to the various schemes in existence within the range of 3% - 35% of pensionable salaries.

The contributions payable for defined contribution schemes of £54 million (2009: £44 million) have been fully expensed against profits in the current year.

 

 

Disclosures showing the assets and liabilities of the schemes are set out below. These have been calculated on the following assumptions:

 

 


 



UK schemes


USA schemes


Other schemes



2010


2009

2008


2010


2009


2008


2010


2009


2008



















Rate of increase in salaries (1)

4.10%

3.3/4.3%

3.6/4.6%


4.0%


4.0%


4.0%


2.6%


2.6%


3.0%

Rate of increase for pensions
in payment (1)

2.4/3.1%

2.3/3.3%

2.9/3.6%


2.5%


2.2%


2.2%


1.2%


1.3%


0.9%

Rate of increase for deferred
pensions (1)


3.1%


3.3%

3.6%


0.0%


0.0%


0.0%


1.0%


1.1%


0.6%

Discount rate


5.0%


5.4%

6.4%


4.9%


5.5%


7.0%


3.8%


5.0%


4.9%

Inflation assumption


3.1%


3.3%

3.6%


2.5%


2.2%


2.2%


2.3%


2.2%


2.2%



















 

(1) The rate of increase for the UK schemes varies according to the benefit structure..

 

The mortality tables used in the actuarial valuation imply life expectancy at age 65 in years for typical members as follows:

 







UK schemes


USA schemes

 







Male non-


Male


Female non-


Female





 

Life expectancy at 65


pensioner


pensioner


pensioner


pensioner


Male


Female

 


years


years


years


years


years


years

 














 

As at 30 September 2010





22.1

20.6


24.9


23.4


18.4


20.6

 

As at 30 September 2009





21.8

20.8


24.7


23.8


18.4


20.6

 
















 
















 

The expected rates of return on individual categories of plan assets are determined after taking advice from external experts and

using available market data, for example, by reference to relevant equity and bond indices published by stock exchanges. The

overall rate of return is calculated by weighting the individual rates in accordance with the anticipated balance in the respective

investment portfolio of each plan.







2010


2009





UK


USA


Other


Total


UK


USA


Other


Total

Fair value of plan assets


£m


£m


£m


£m


£m


£m


£m


£m




















At 1 October




1,263


156


106


1,525


1,204


127


88


1,419

Currency adjustment




-


2


5


7


-


15


15


30

Expected return on plan assets




68


13


6


87


73


11


5


89

Actuarial gain/(loss)




47


(2)


1


46


6


(7)


(6)


(7)

Employee contributions




2


12


3


17


3


10


3


16

Employer contributions




19


8


16


43


21


14


22


57

Benefits paid




(51)


(15)


(14)


(80)


(45)


(14)


(19)


(78)

Disposals and plan settlements

-


-


(6)


(6)


-


-


(2)


(2)

Acquisitions


-


-


-


-


1


-


-


1

At 30 September


1,348


174


117


1,639


1,263


156


106


1,525















 

 

 

 

 





















2010


2009

Present value of defined

UK


USA


Other


Total


UK


USA


Other


Total

benefit obligations

£m


£m


£m


£m


£m


£m


£m


£m




















At 1 October




1,405


259


197


1,861


1,187


196


169


1,552

Currency adjustment




-


2


6


8


-


22


28


50

Current service cost




6


6


10


22


8


6


9


23

Past service cost




-


-


-


-


1


-


-


1

Curtailment credit




-


-


-


-


-


-


(1)


(1)

Amount charged to plan liabilities



75


17


10


102


75


16


9


100

Actuarial (gain)/loss




69


14


21


104


175


23


-


198

Employee contributions




2


12


3


17


3


10


3


16

Benefits paid




(51)


(15)


(14)


(80)


(45)


(14)


(19)


(78)

Disposals and plan settlements


-


-


(6)


(6)


-


-


(2)


(2)

Acquisitions


-


-


1


1


1


-


1


2

At 30 September




1,506


295


228


2,029


1,405


259


197


1,861




















 


2010


2009

Present value of defined


UK


USA


Other


Total


UK


USA


Other


Total

benefit obligations


£m


£m


£m


£m


£m


£m


£m


£m




















Funded obligations




1,473


218


164


1,855


1,372


190


139


1,701

Unfunded obligations


33


77


64


174


33


69


58


160

Total obligations




1,506


295


228


2,029


1,405


259


197


1,861














2010


2009


2008


2007


2006

Post-employment benefit obligations recognised in the balance sheet



£m


 £m


£m


£m


£m




















Present value of defined benefit obligations


2,029


1,861


1,552


1,512


1,690

Fair value of plan assets










(1,639)


(1,525)


(1,419)


(1,442)


(1,408)

Total deficit of defined benefit pension plans per above


390


336


133


70


282

Surplus not recognised










-


1


-


92


-

Past service cost not recognised (1)


(1)


(2)


(2)


-


-

Post-employment benefit obligations per the balance sheet


389


335


131


162


282




















(1) To be recognised over the remaining service life in accordance with IAS 19.






























Certain group companies have taken out life insurance policies which will be used to meet unfunded pension obligations. The current value of these policies, £21 million (2009: £19 million), may not be offset against pension obligations under IAS 19 and is reported within note 13.




















Total pension costs/(credits) recognised in the income statement


2010


2009

UK


USA


Other


Total


UK


USA


Other


Total

£m


£m


£m


£m


£m


£m


£m


£m




















Current service cost




6


6


10


22


8


6


9


23

Past service credit




-


-


-


-


1


-


-


1

Curtailment credit




-


-


-


-


-


-


(1)


(1)

Charged/(credited) to operating expenses


6


6


10


22


9


6


8


23




















Amount charged to pension liability


75


17


10


102


75


16


9


100

Expected return on plan assets




(68)


(13)


(6)


(87)


(73)


(11)


(5)


(89)

Charged/(credited) to finance costs


7


4


4


15


2


5


4


11




















Total pension costs/(credits)


13


10


14


37


11


11


12


34







































The history of experience adjustments is as follows. In accordance with the transitional provisions for the amendments to IAS 19 issued on 16 December 2004, the disclosures below are determined prospectively from the 2005 reporting period.

 











2010


2009


2008


2007


2006

Experience adjustments








£m


£m


£m


£m


£m




















Experience adjustments on plan liabilities - gain/(loss)


19


(3)


5


(15)


(14)

Experience adjustments on plan assets - (loss)/gain


46


(7)


(189)


22


39




















 

The actuarial gain/loss reported in the statement of recognised income and expense can be reconciled as follows:






































2010


2009

Actuarial adjustments
















£m


£m




















Actuarial (gains)/losses on fair value of plan assets










(46)


7

Actuarial (gains)/losses on defined benefit obligations










104


198

Actuarial (gains)/losses
















58


205

Increase/(decrease) in surplus not recognised








(1)


1

Actuarial (gains)/losses per the consolidated statement of comprehensive income






57


206




















The Group made total contributions to defined benefit schemes of £43 million in the year (2009: £57 million) and expects to make regular ongoing contributions to these schemes of £64 million in 2011.

 

The expected return on plan assets is based on market expectations at the beginning of the period. The actual return on assets was a gain of £133 million (2009: gain of £82 million).

 

The cumulative actuarial loss recognised in the statement of recognised income and expense was £404 million (2009: £347 million). An actuarial loss of £57 million (2009: loss of £206 million) was recognised during the year.

 

Measurement of the Group's defined benefit retirement obligations are particularly sensitive to changes in certain key assumptions, including the discount rate and life expectancy. An increase or decrease of 0.5% in the UK discount rate would result in a £142 million decrease or £158 million increase in the UK defined benefit obligations, respectively.   An increase or decrease of one year in the life expectancy of all UK members from age 65, would  result in a £45 million increase or £44 million decrease in the UK defined benefit obligations, respectively.

 

 

23 Called up share capital


























During the year 4,102,900 options were granted under The Compass Group Share Option Plan 2010. All options were granted over the Company's ordinary shares and the grant price was equivalent to the market value of the Company's shares at the date of grant. No options were granted under any of the company's other share option plans.

 




















2010


2009

Authorised and allotted share capital





Number of shares

 £m


Number of shares

 £m














Authorised:













Ordinary shares of 10p each





3,000,010,000

300


3,000,010,000

300














Allotted and fully paid:













Ordinary shares of 10p each





      1,886,343,012

189


1,853,813,959

185





















2010



2009

Allotted share capital







Number of shares



Number of shares














Ordinary shares of 10p each allotted as at 1 October





1,853,813,959



1,841,932,734

Ordinary shares allotted during the year on exercise of share options




30,487,113



12,666,765

Ordinary shares allotted during the year on exercise of Long-Term Incentive Plan awards




2,041,940



3,189,460

Repurchase of ordinary share capital







-



(3,975,000)

Ordinary shares of 10p each allotted as at 30 September





1,886,343,012



1,853,813,959

 



 

24 Share-based payments




































Full details of The Compass Group Share Option Plan 2010 ('Option Plan 2010'), the Compass Group Share Option Plan ('Option Plan'), the Management Share Option Plan ('Management Plan') (collectively the 'Executive and Management Option Plans') and the UK and International Sharesave Plans are set out  in the Directors' Remuneration report part of the Annual Report.

 



 

25 Business combinations
























The Group acquired 100% of Hurley Corporation, a provider of soft support services to the Canadian Business & Industry sector, on 4 February 2010 for a total consideration of £31 million, of which £6 million is deferred. 100% of Southeast Service Corporation, a provider of soft support services to the USA B&I and Education sectors, was acquired on 7 July 2010 for £47million, £8 million of which is deferred. In addition small infill acquisitions in the USA vending business were completed for a total consideration of £9 million. 

 

In France the Group strengthened its position by acquiring 100% of Caterine Restauration, for £45 million on 30 April, a provider of food service in the Education and Healthcare sector.

 

In the UK, 100% of Vision Security Group was acquired on 10 September 2010 for £42 million.

 

In addition to the acquisitions set out above, there have been other minor acquisitions in several countries for the total consideration  of £52 million.                                                           




 

 

Acquisitions




Adjustments (1)

Total





















Book

Fair




Fair


Fair




 


 

value




value


value







£m

£m




£m


£m















Net assets acquired




























Contract-related and other intangibles arising on acquisition






9

25




1


26

Property, plant and equipment






19

19




2


21

Inventories






3

3




-


3

Trade and other receivables






53

53




-


53

Cash and cash equivalents






20

20




-


20

Deferred tax asset






3

3




-


3

Other assets






1

1




-


1

Trade and other payables






(66)

(66)




(2)


(68)

Deferred tax liabilities






(6)

(6)




-


(6)

Minority interest






5

5




-


5

Other liabilities






(48)

(48)




(1)


(49)

Fair value of net assets acquired






(7)

9




-


9

Goodwill arising on acquisition







205




12


217

Total consideration







214




12


226















Satisfied by




























Cash consideration







191




12


203

Deferred consideration







23




-


23








214




12


226















Cash flow




























Cash consideration







191




12


203

Cash acquired







(20)




-


(20)

Acquisitions transaction costs







5




-


5

Net cash outflow arising on acquisition



176




12


188

Deferred consideration and other payments relating to previous acquisitions









17

Total cash outflow arising from the purchase of subsidiary companies and investments in associated undertakings




205















(1) Adjustments to provisional amounts in respect of prior year acquisitions within the measurement period in accordance with International Financial Reporting Standard 3 'Business Combinations 2003'.

 

 

 





Adjustments made to the fair value of assets acquired include the value of intangible assets, provisions and other adjustments recognised on acquisition in accordance with International Financial Reporting Standard 3 'Business Combinations' (revised 2008). The adjustments made in respect of acquisitions in the year to 30 September 2010 are provisional and will be finalised within 12 months of the acquisition date.













The goodwill arising on the acquisition of the businesses represents the premium the Group paid to acquire companies which complement the existing business and create significant opportunities for cross selling and other synergies. Of the goodwill arising, an amount of £8m is expected to be deductible for tax purposes.

 

Acquisition transaction costs expensed in the year to 30 September 2010 were £5 million (2009:£nil).

 

In the period from acquisition to 30 September 2010 the acquisitions contributed revenue of £122 million and operating profit of £5 million to the Group's results.

If the acquisitions had occurred on 1 October 2009, it is estimated that Group revenue for the period would have been £14,612 million and total Group operating profit (including associates) would have been £995 million.

 

 

26 Reconciliation of operating profit to cash generated by operations












2010


2009

Reconciliation of operating profit to cash generated by continuing operations


£m


£m






Operating profit from continuing operations


983


870






Adjustments for:










Acquisition transaction costs


5


-

Amortisation of intangible assets


90


89

Amortisation of intangible assets arising on acquisition


7


7

Depreciation of property, plant and equipment


148


136

(Gain)/loss on disposal of property, plant and equipment / intangible assets


-


2

(Gain)/loss on disposal of investments


-


(1)

Impairment of other investments


1


-

Increase/(decrease) in provisions


(25)


8

Increase/(decrease) in post-employment benefit obligations


(19)


(33)

Share based payments expense - minority interest call option


2


-

Share-based payments - charged to profits


9


4

Share-based payments - settled in cash or existing shares (1)


1


(1)






Operating cash flows before movement in working capital


1,202


1,081






(Increase)/decrease in inventories


-


8

(Increase)/decrease in receivables


(87)


96

Increase/(decrease) in payables


215


(71)






Cash generated by continuing operations


1,330


1,114






(1) It was originally anticipated these payments would be satisfied by the issue of new shares.





 



 

27 Cash flow from discontinued operations












2010


2009

Cash flow from discontinued operations


£m


£m






Net cash from/(used in) operating activities of discontinued operations





Cash generated from discontinued operations


3


(1)

Tax paid


-


-

Net cash from/(used in) operating activities of discontinued operations


3


(1)






Net cash from/(used in) investing activities by discontinued operations





Purchase of property, plant and equipment


-


-

Proceeds from sale of property, plant and equipment


-


-

Net cash from/(used in) investing activities by discontinued operations


-


-






Net cash from/(used in) financing activities by discontinued operations





Dividends paid to minority interests


-


-

Net cash from/(used in) financing activities by discontinued operations


-


-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28 Reconciliation of net cash flow to movement in net debt
























Gross debt









Total




Derivative







Cash and cash


Bank

Bank and other

overdrafts and


Finance


financial


Gross


Net



equivalents


overdrafts

borrowings

borrowings


leases


instruments


debt


debt

Net debt


£m


£m

£m

£m


£m


£m


£m


£m
















At 1 October 2008


579


(29)

(1,512)

(1,541)


(53)


10


(1,584)


(1,005)

Net increase/(decrease) in cash and cash equivalents


(11)


-

-

-


-


-


-


(11)

Cash outflow from repayment of bonds





356

356


-


-


356


356

Cash (inflow) from private placement


-


-

(187)

(187)


-


-


(187)


(187)

Cash (inflow)/outflow from other changes in gross debt


-


(36)

45

9


-


-


9


9

Cash (inflow)/outflow from repayment of obligations under finance leases

-


-

-

-


15


-


15


15

(Increase)/decrease in net debt as a result of new finance leases taken out

-


-

-

-


(4)


-


(4)


(4)

Currency translation gains/(losses)


20


(4)

(130)

(134)


(4)


-


(138)


(118)

Acquisitions and disposals

(excluding cash)

-


(2)

(6)

(8)


(7)


-


(15)


(15)

Reclassification of forward contracts


-


-

7

7


-


(7)


-


-

Other non-cash movements


-


-

(49)

(49)


-


66


17


17

At 30 September 2009


588


(71)

(1,476)

(1,547)


(53)


69


(1,531)


(943)
















At 1 October 2009


588


(71)

(1,476)

(1,547)


(53)


69


(1,531)


(943)

Net increase/(decrease) in cash and cash equivalents


51


-

-

-


-


-


-


51

Cash outflow from repayment of bonds


-


-

200

200


-


-


200


200

Cash (inflow)/outflow from other changes in gross debt


-


34

54

88


-


18


106


106

Cash (inflow)/outflow from repayment of obligations under finance leases


-


-

-

-


15


-


15


15

(Increase)/decrease in net debt as a result of new finance leases taken out

-


-

-

-


(3)


-


(3)


(3)

Currency translation gains/(losses)

4


(2)

(5)

(7)


-


(8)


(15)


(11)

Acquisitions and disposals

(excluding cash)


-


-

(40)

(40)


(1)


-


(41)


(41)

Other non-cash movements


-


-

-

-


-


5


5


5

At 30 September 2010


643


(39)

(1,267)

(1,306)


(42)


84


(1,264)


(621)

Other non-cash movements are comprised as follows:






































2010


2009

Other non-cash movements in net debt









£m


£m
















Bank overdrafts


-


-

Amortisation of the fair value adjustment in respect of the £250 million sterling Eurobond redeemable in 2014


4


4

Swap monetisation credit












4


7

Unrealised net gains/(losses) on bank and other borrowings in a designated fair value hedge


(8)


(60)

Bank and other borrowings












-


(49)
















Changes in the value of derivative financial instruments


5


66
















Other non-cash movements












5


17

 

 

 

 

 

 

 

 

29 Contingent liabilities












2010


2009

Contingent liabilities


 £m


£m






Performance bonds and guarantees and indemnities (including those of associated undertakings) (1)


354


330






(1) Excludes bonds, guarantees and indemnities in respect of self-insurance liabilities, post-employment obligations and borrowings (including finance and operating leases) recorded on the balance sheet or disclosed in note 31.

Performance bonds, guarantees and indemnities

The Company and certain subsidiary undertakings have, in the normal course of business, given guarantees and entered into counter-indemnities in respect of such guarantees relating to the Group's own contracts and / or the Group's share of certain contractual obligations of joint ventures and associates. Where the Group enters into such arrangements, it does so in order to provide assurance to the beneficiary that it will fulfil its existing contractual obligations.  The issue of such guarantees and indemnities does not therefore increase the Group's overall exposure and the disclosure of such performance bonds, guarantees and indemnities is given for information purposes only.

Eurest Support Services

On 21 October 2005, the Company announced that it had instructed Freshfields Bruckhaus Deringer to conduct an investigation into the relationships between Eurest Support Services ('ESS') (a member of the Group), IHC Services Inc. ('IHC') and the United Nations ('UN'). Ernst & Young assisted Freshfields Bruckhaus Deringer in this investigation. On 1 February 2006, it was announced that the investigation had concluded.

The investigation established serious irregularities in connection with contracts awarded to ESS by the UN. The work undertaken by Freshfields Bruckhaus Deringer and Ernst & Young gave no reason to believe that these issues extended beyond a few individuals within ESS to other parts of ESS or the wider Compass Group of companies.

The Group settled all outstanding civil litigation against it in relation to this matter in October 2006, but litigation continues between competitors of ESS, IHC and other parties involved in UN procurement.

 

IHC's relationship with the UN and ESS was part of a wider investigation into UN procurement activity being conducted by the United States Attorney's Office for the Southern District of New York, and with which the Group co-operated fully. The current status of that investigation is uncertain and a matter for the US authorities. Those investigators could have had access to sources unavailable to the Group, Freshfields Bruckhaus Deringer or Ernst & Young, and further information may yet emerge which is inconsistent with, or additional to, the findings of the Freshfields Bruckhaus Deringer investigation, which could have an adverse impact on the Group. The Group has, however, not been contacted by, or received further requests for information from, the United States Attorney's Office for the Southern District of New York in connection with these matters since January 2006. The Group has co-operated fully with the UN throughout. 

 

Other litigation

The Group is also involved in various other legal proceedings incidental to the nature of its business and maintains insurance cover to reduce financial risk associated with claims related to these proceedings.  Where appropriate, provisions are made to cover any potential uninsured losses.  

 

Outcome

Although it is not possible to predict the outcome of these proceedings, or any claim against the Group related thereto, in the opinion of the Directors, any uninsured losses resulting from the ultimate resolution of these matters will not have a material effect on the financial position of the Group.

Minimum profits guarantee

The Group has provided a guarantee to one of its joint venture partners over the level of profits which will accrue to them in future periods. The maximum amount payable under this guarantee is £35 million, which would be payable in respect of the period from 1 July 2007 to 31 December 2010. Based on the latest management projections, no overall liability is expected to arise in relation to this guarantee; however, the phasing of profits over the period covered by this guarantee is expected to give rise to a number of annual payments / repayments between the parties.

 

 

30 Capital commitments










2010


2009

Capital commitments


 £m


£m






Contracted for but not provided for


70


61

 

 

The majority of capital commitments are for intangible assets.

 

 

 

 

31 Operating lease and concessions commitments


















The Group leases offices and other premises under non-cancellable operating leases. The leases have varying terms, purchase options, escalation clauses and renewal rights. The Group has some leases that include revenue-related rental payments that are contingent on future levels of revenue.

Future minimum rentals payable under non-cancellable operating leases and concessions agreements are as follows:












2010


2009



Operating leases



Operating leases




Land and

Other

Other

occupancy


Land and

Other

Other

occupancy



buildings

assets

rentals


buildings

assets

rentals

Operating lease and concessions commitments


£m

 £m

 £m


 £m

 £m

£m










Falling due within 1 year


50

52

43


53

47

42

Falling due between 2 and 5 years


118

90

53


123

68

64

Falling due in more than 5 years


62

7

36


74

9

34

Total


230

149

132


250

124

140

 

 

 

32 Related party transactions


The following transactions were carried out with related parties of Compass Group PLC:


Subsidiaries

Transactions between the ultimate parent company and its subsidiaries, and between subsidiaries, have been eliminated on consolidation.


Joint ventures

There were no significant transactions between joint ventures or joint venture partners and the rest of the Group during the period save for a receipt of £1 million (which is part payment for the £3 million payment made in 2009, the remainder of which is expected to be recovered in subsequent years) under the terms of the minimum profits guarantee referred to in note 29.


Associates

The balances with associated undertakings are shown in notes 15 and 20. There were no significant transactions with associated undertakings during the year.


Key management personnel

The remuneration of directors and key management personnel is set out in the Annual Report. During the year there were no other material transactions or balances between the Group and its key management personnel or members of their close family.

 

 

 

33 Post balance sheet events












 














On 28 October 2010, the Group acquired Reilimpa Limpezas e Servicos, SA. ("Reilimpa") from Inbright, S.A for a consideration of €4.4 million (£3.8 million). The acquisition is subject to approval by the Portuguese Competition Authority. The revenue of Reilimpa in the year to 30 December 2009 was €8.7 million (£7.4 million). Reilimpa is a well established support services business in Portugal.

 

On 2 November 2010, the Group acquired Siete Cero Dos Limpiezas Gestionadas, S.L., Actividades y Servicios Catering, S.A. and Lluna Cangurs, S.L. ( together "Sabora") from Catalina Arias Cánovas and Jose Manuel Foncillas Alvirs for consideration of €3.2 million (£2.7 million). The revenue of Sabora in the year to 30 December 2009 was €4.1 million (£3.5 million). Sabora is a Spanish foodservice company operating in the Education sector.

 

 

 

 

 

 

 

 

 

 

34 Exchange rates










Exchange rates


2010


2009






Average exchange rate for year





Australian Dollar


1.74


2.12

Brazilian Real


2.77


3.26

Canadian Dollar


1.64


1.82

Euro


1.15


1.15

Japanese Yen


139.19


149.65

Norwegian Krone


9.34


10.12

South African Rand


11.64


13.69

Swedish Krona


11.28


12.08

Swiss Franc


1.63


1.74

UAE Dirham


5.73


5.73

US Dollar


1.56


1.56






Closing exchange rate as at 30 September





Australian Dollar


1.63


1.83

Brazilian Real


2.67


2.85

Canadian Dollar


1.62


1.73

Euro


1.15


1.10

Japanese Yen


131.64


143.86

Norwegian Krone


9.23


9.34

South African Rand


10.99


11.84

Swedish Krona


10.61


11.21

Swiss Franc


1.54


1.66

UAE Dirham


5.79

  

5.85

US Dollar


1.58


1.59











(1) Average rates are used to translate the income statement and cash flow. Closing rates are used to translate the balance sheet. Only the most significant currencies are shown.



 

35 Details of principal subsidiary companies










All companies listed below are wholly owned by the Group, except where otherwise indicated. All interests are in the ordinary share capital. All companies operate principally in their country of incorporation. A full list of the Group's operating subsidiary undertakings will be annexed to the next annual return.








Country of



Company


incorporation


Principal activities






North America





Compass Group Canada Ltd


Canada


Foodservice and support services

Bon Appétit Management Co


USA


Foodservice

Compass Group USA Investments, Inc


USA


Holding company

Compass Group USA, Inc


USA


Foodservice and support services

Crothall Services Group


USA


Support services to the healthcare market

Flik International Corp


USA


Fine dining facilities

Foodbuy LLC


USA


Purchasing services in North America

Levy Restaurants LP


USA

 


Fine dining and foodservice at sports and entertainment facilities

Morrison Management Specialists, Inc


USA


Foodservice to the healthcare and senior living market

Restaurant Associates Corp


USA


Fine dining facilities

Wolfgang Puck Catering & Events, LLC (90%)


USA


Fine dining facilities











Continental Europe





Compass Group France Holdings SAS


France


Holding company

Compass Group France


France


Foodservice and support services

Compass Group Deutschland GmbH


Germany


Holding company

Medirest GmbH & Co OHG


Germany


Foodservice to the healthcare and senior living market

Eurest Deutschland GmbH


Germany


Foodservice to business and industry

Eurest Services GmbH


Germany


Support services to business and industry

Eurest Sports & Food GmbH


Germany


Foodservice to the sports and leisure market

Compass Group Italia S.P.A


Italy

 


Foodservice, support services and prepaid meal vouchers

Compass Group International BV


Netherlands


Holding company

Compass Group Nederland BV


Netherlands


Foodservice and support services

Compass Group Nederland Holding BV


Netherlands


Holding company

Eurest Services BV


Netherlands


Foodservice and support services

Compass Group Holdings Spain, S.L.


Spain


Holding company

Eurest Colectividades S.L.


Spain


Foodservice and support services

Compass Group (Schweiz) AG


Switzerland


Foodservice and support services

Restorama AG


Switzerland


Foodservice











United Kingdom





Compass Contract Services (UK) Ltd


England & Wales


Foodservice and support services

Compass Group Holdings PLC


England & Wales


Holding company and corporate activities

Compass Group, UK & Ireland Ltd


England & Wales


Holding company

Compass International Purchasing Ltd


England & Wales


Purchasing services throughout the world

Compass Purchasing Ltd


England & Wales


Purchasing services in the UK and Ireland

Compass Services UK Ltd


England & Wales


Foodservice and support services

Hospitality Holdings Ltd (1)


England & Wales


Intermediate holding company

Letheby & Christopher Ltd


England & Wales


Foodservice for the UK sports and events market

Scolarest Ltd


England & Wales


Foodservice for the UK education market

VSG Group limited


England & Wales


Security and support services











Rest of the World





Compass Group (Australia) Pty Ltd


Australia


Foodservice and support services

GR SA


Brazil


Foodservice and support services

Seiyo Food - Compass Group, Inc


Japan


Foodservice and support services

Compass Group Southern Africa (Pty) Ltd 97.5%)


South Africa


Foodservice and support services











(1) Held directly by the parent company.







 



Notes:

                                                                                                                                                      

(a)   Compass Group is the world's leading foodservice and support services company with annual revenue of over £14 billion operating in 50 countries.

 

(b)   MAP is a simple, but clearly defined Group operating framework. MAP focuses on five key value drivers, enabling the businesses to deliver disciplined, profitable growth with the focus more on organic growth and like for like growth.

 

The five key value drivers are:

 

MAP 1: Client sales and marketing

MAP 2: Consumer sales and marketing

MAP 3: Cost of food

MAP 4: Unit costs

MAP 5: Above unit overheads

 

 

(c)   Definitions used throughout this press release include:

 

·      Constant currency restates the prior year results to 2010's average exchange rates.

·      Organic growth is calculated by adjusting for acquisitions (excluding current year acquisitions and including a full year in respect of prior year acquisitions), disposals (excluded from both periods) and exchange rate movements (translating the prior year at current year exchange rates) and compares the current year results against the prior year.

·      Total operating profit includes share of profit of associates.

·      Underlying operating profit includes share of profit of associates but excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs and share based payments expense - minority interest call option.

·      Operating margin is based on revenue and operating profit excluding share of profit of associates.

·      Underlying net finance cost excludes hedge accounting ineffectiveness and the change in fair value of minority interest put options.

·      Underlying profit before tax and income tax expense excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, share based payments expense - minority interest call option, hedge accounting ineffectiveness and the change in fair value of minority interest put options.

·      Underlying basic earnings per share excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, share based payments expense - minority interest call option, hedge accounting ineffectiveness, the change in fair value of minority interest put options and the tax attributable to these amounts.

 

(d)   The timetable for payment of the final dividend of 12.5p per share is as follows:

 

Ex dividend date:

26 January 2011

Record date:

28 January 2011

Payment date:

28 February 2011

 

 

(e)   The Annual Results Announcement was approved by the Directors on 24 November 2010 and has been derived from the Company's Annual Report and Accounts for the year ended 30 September 2010. The Auditors' Report on these accounts was unqualified and did not contain statements under section 237(2) or 237(3) of the Companies Act 1985.

 

The 2010 Annual Report and Accounts will be published on 22 December 2010. Confirmation will be sent to the London Stock Exchange Regulatory News Service (RNS) and a copy of the report will be published on the Group's website (www.compass-group.com). Printed copies of the report will be mailed to shareholders and other interested parties who have not opted-in to the Company's electronic communication programme. A copy will also be submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do

 

The Annual Results Announcement does not comprise statutory accounts within the meaning of section 240 of the Companies Act 1985 or Section 434 of the Companies Act 2006.

 

(f)    Forward looking statements

 

This Annual Results Announcement contains forward looking statements within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act 1934, as amended. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward looking statements. The terms 'expect', 'should be', 'will be', 'is likely to' and similar expressions identify forward looking statements. Factors which may cause future outcomes to differ from those foreseen in forward looking statements include, but are not limited to: general economic conditions and business conditions in Compass Group's markets; exchange rate fluctuations; customers' and clients' acceptance of its products and services; the actions of competitors; and legislative, fiscal and regulatory developments.

 

(g)   A presentation for analysts and investors will take place at 9:30 a.m. (GMT/London) on Wednesday 24 November 2010 at Merrill Lynch Financial Centre, 2 King Edward Street, London, EC1A 1HQ.

 

        The live presentation can also be accessed via both a teleconference and webcast:

 

 

·  To listen to the live presentation via teleconference, dial +44 (0) 20 3140 0722.

·  To view the presentation slides and/or listen to a live webcast of the presentation, go to www.compass-group.com or www.cantos.com.

·  Please note that remote listeners will not be able to ask questions during the Q&A session.

A replay recording of the presentation will also be available via teleconference and webcast:

 

·  A teleconference replay of the presentation will be available from 12:00 p.m. (GMT/London) on Wednesday 24 November 2010 for seven days. To hear the replay, dial +44 (0) 20 3140 0698, passcode 374780#.

·  A webcast replay of the presentation will be available for six months, at www.compass-group.com and www.cantos.com

 

 

Enquiries:



Investors/Analysts

Andrew Martin / Sarah John

+44 (0) 1932 573000

Media

Chris King

+44 (0) 1932 573116

                                           

                               

Website:                

www.compass-group.com

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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