Compass Group PLC
Interim Results Announcement
For The Six Months Ended 31 March 2011
Strong revenue growth performance
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· Revenue £7.9 billion |
é 10.8% (constant currency + 9.9%, organic + 5.7%) |
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· Underlying operating profit £567 million |
é 12.5% (constant currency + 11.8%) |
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· Reported total operating profit £559 million |
é 11.8% |
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· Underlying operating margin 7.2% |
é 20 basis points |
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· Underlying earnings per share 20.4 pence |
é 13.3% (constant currency + 12.7%) |
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· Interim dividend 6.5 pence |
é 30% |
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· Free cash flow £349 million |
ê 0.6% |
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Richard Cousins, Chief Executive Officer, said:
"Compass has delivered another strong performance in the first half of the financial year. Including the impact of acquisitions, constant currency revenue increased by almost 10%, with organic revenues of 5.7% and an increase in margin of 20 basis points. In addition to good organic growth, infill acquisitions are now making an important contribution to the top line and we have committed £300 million to M&A so far this year. This includes a significant investment in expanding our business in emerging markets. In addition to making a number of important acquisitions in India, we are pleased to announce this morning the acquisition of the remaining 50% of our fast growing business in Turkey. We believe that the emerging markets offer considerable scope for development and we are excited about the opportunities we see. We are using our strong cash flow to support the expansion of the business and to reward shareholders. Furthermore, we have considerable flexibility in our balance sheet and we are keeping its structure under review."
Sir Roy Gardner, Chairman, said:
"I am delighted with the progress the Group has made, delivering another excellent performance, despite some geographies remaining economically challenging. We have significant opportunities to expand the business and Compass is well placed to exploit the structural growth potential in the food and support services market around the world. Strong cash flows have enabled us not only to invest in the business, but also to reward shareholders with a 30% increase in the interim dividend. Looking forward, I am confident that the Group will continue to make good progress in delivering value to shareholders."
Interim Management Report: Business Review
Group overview
Reported revenue has grown by 10.8% in the first six months to 31 March 2011, or 9.9% on a constant currency basis. Encouragingly, the strong organic revenue performance seen in the second half of last year has continued, with organic revenue growth of 5.7% in the period. This is after adjusting for the impact of acquisitions and disposals and normalising the impact of additional working days in North America.
The Group has made further strong progress on driving efficiency and we have added another 20 basis points to our operating margin. In addition to growing the margin, we are reinvesting some of our efficiencies to support new growth and develop the business for the medium and longer term. We have delivered £60 million of constant currency operating profit growth as follows:
£20 million of net new business growth
The launch of our "Mapping for Growth" programme a year ago marked the start of a new phase where quality sustainable growth became a core value and focus of the Group. Increasingly, we are seeing our businesses worldwide pull in best practices from around the world and we have invested significantly in sales resource and training to support this. We have also reflected the change in focus in our incentive plans. This, together with more outsourcing in parts of the business, is reflected in strong new business wins of 9% for the first half of the year. Encouragingly, the pipeline of new business for the rest of the year remains strong.
The positive momentum we saw last year in retention has continued into the first half of the year and we are now at a Group average rate of 94%. Key to this improvement has been the adoption of our best practice retention model, the Strategic Alliance Group, across our businesses. While good progress has been made, there is further opportunity as we continue to drive best practice deeper into the business.
£28 million of base estate profit growth
Like for like growth
There has been a small increase in like for like revenue growth, driven by a modest improvement in volumes, although this reflects a mixed picture globally, and by slightly higher price increases, reflecting higher rates of input cost inflation in the first half of the year. However, as we move into the second half of the year, the comparatives do start to become a little more difficult.
Cost efficiencies
We have continued to focus on managing food costs through everyday steps such as: continuing to rationalise our product and supplier base, managing logistics, recipe and menu planning and waste reduction. Significant opportunities still remain to drive more efficient processes and fully leverage our global scale. Within MAP 4 we continue to focus on labour, through productivity and scheduling and working to introduce more labour flexibility across our businesses. With in unit overheads we continue to work hard to remove unnecessary spend.
As expected, we have seen a gradual increase in food cost inflation during the first half of the year and this trend is expected to continue. This is not a new phenomenon and we have experienced many periods of higher inflation, most recently in 2008. The actions we took then enabled us not only to limit its effects but to actually increase the gross margin. Our approach to managing inflation is two fold. Firstly, we seek to partially mitigate the level of inflation by planning menus according to the varying price pressures on each product, professional purchasing techniques like regional buying where inflation levels are lower or making use of fixed term contracts for products and continual focus on driving efficiencies. Secondly, our contract structures typically enable us to pass on increases in costs, either through cost plus contracts, index linked escalation clauses or through price increases where we have price sovereignty. Overall, while we are by no means complacent, we do believe we have the right approach to managing this issue.
£2 million of net above unit cost savings
We have made very good progress in reducing our MAP 5 above unit costs, while at the same time growing the business. The £2 million net savings is after absorbing salary increases and the above unit costs of acquired businesses. We have delivered this through flatter organisation structures and simplified processes. Our ongoing aim is to contain this cost, as far as is sensible, whilst continuing to grow the business.
£10 million from acquisitions net of disposals
This relates to the incremental operating profit, after integration costs, of the acquisitions made. We currently expect restructuring costs in the second half of the year of around £10 million.
Strategy
Our strategy remains unchanged - to continue to focus on foodservice while 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.
We are now moving into what we believe will be a period of sustained quality growth, while retaining our relentless focus on efficiency. We are delivering good levels of organic growth and infill acquisitions are becoming a more significant part of our top line. The efficiencies we are making are, in part, being reinvested to deliver value to our customers and in putting the right resource in place to facilitate expansion, in particular, to develop support services and the fast growing and emerging markets and, in part, to deliver margin expansion.
In absolute terms, the USA remains our biggest growth engine. We remain optimistic about the prospects for this market where the culture towards outsourcing is vibrant. The other developed economies offer steady growth potential with the development of our support services capability opening new opportunities. The fast growing and emerging economies, which now account for almost 20% of the business, have the potential to deliver double-digit growth. We have large and fast growing businesses in Australia, Turkey and Brazil and smaller but significant businesses in parts of Africa, the UAE, Eastern Europe and Latin America. Russia, India and China are smaller but growing rapidly.
Foodservice remains our core business. The foodservice market, which is valued at about £200 billion globally, is just under 50% outsourced. Multi-service contracts, where we provide food and soft support services, now account for approximately 20% of our revenues. We have an established capability to deliver soft support services across many of our key markets in the Defence, Offshore & Remote site, Business & Industry, Healthcare and Education sectors. We are experiencing good growth in this market, not just from selling soft support and multi-service contracts to new clients, but also from cross-selling to our existing client base.
Fundamental to our growth ambitions is our continued cash generation. In addition to rebasing the dividend last November, we have some exciting acquisition opportunities and we have committed around £300 million so far this year. While we do not rule out a large deal, our strong preference is for small to medium sized infill acquisitions. We have today announced the acquisition of the remaining 50% of our Turkish business, Sofra, from our joint venture partner. Sofra is Turkey's leading food and support services business, employing 14,000 people with reported revenues of £180 million for the year ended 30 September 2010. The strength of our balance sheet has underpinned our confidence in increasing infill acquisition spend, but we recognise the importance of an efficient balance sheet and as such continue to keep its structure under review.
Outlook
Compass has had a good start to the year, delivering both strong organic revenue growth and a further improvement in the margin. As we look out to the second half, we are encouraged by the pipeline of new business and the ongoing opportunities we have to generate further efficiencies. After absorbing the expected profit impact of the tragic events in Japan, our expectations for the full year remain unchanged.
Richard Cousins
Group Chief Executive
18 May 2011
Financial Summary |
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For the six months ended 31 March |
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2011 |
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2010 |
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Increase/(decrease) |
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Continuing operations |
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Revenue |
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Constant currency |
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£7,873m |
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£7,162m |
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9.9% |
Reported |
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£7,873m |
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£7,104m |
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10.8% |
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Total operating profit |
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Constant currency |
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£567m |
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£507m |
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11.8% |
Underlying |
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£567m |
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£504m |
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12.5% |
Reported |
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£559m |
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£500m |
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11.8% |
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Operating margin |
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Constant currency |
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7.2% |
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7.0% |
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20 bps |
Underlying |
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7.2% |
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7.0% |
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20 bps |
Reported |
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7.0% |
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7.0% |
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- |
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Profit before tax |
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Underlying |
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£531m |
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£462m |
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14.9% |
Reported |
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£528m |
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£459m |
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15.0% |
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Basic earnings per share |
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Underlying |
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20.4p |
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18.0p |
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13.3% |
Reported |
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20.3p |
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17.9p |
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13.4% |
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Free cash flow |
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Reported |
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£349m |
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£351m |
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(0.6)% |
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Total Group including discontinued operations |
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Basic earnings per share |
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20.3p |
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17.9p |
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13.4% |
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Interim dividend per ordinary share |
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6.5p |
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5.0p |
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30% |
(1) |
Constant currency restates the prior period results to 2011's average exchange rates. |
(2) |
Total operating profit includes share of profit of associates. |
(3) |
Underlying operating profit and margin exclude the amortisation of intangibles arising on acquisition and acquisition transaction costs. |
(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, hedge accounting ineffectiveness and the change in fair value of investments and non-controlling interest put options. |
(6) |
Underlying basic earnings per share excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness, the change in fair value of investments and non-controlling interest put options and the tax attributable to these amounts. |
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Revenue |
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Revenue Growth |
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Segmental performance |
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2011 |
2010 |
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Constant |
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Six months ended 31 March |
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£m |
£m |
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Reported |
Currency |
Organic |
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Continuing operations |
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North America |
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3,450 |
3,059 |
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12.8% |
12.3% |
7.8% |
Continental Europe |
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1,880 |
1,850 |
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1.6% |
4.5% |
1.3% |
UK & Ireland |
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977 |
897 |
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8.9% |
9.2% |
(0.4)% |
Rest of the World |
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1,566 |
1,298 |
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20.6% |
12.3% |
10.9% |
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Total |
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7,873 |
7,104 |
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10.8% |
9.9% |
5.7% |
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Total Operating Profit |
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Operating Margin |
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Segmental performance |
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2011 |
2010 |
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2011 |
2010 |
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Six months ended 31 March |
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£m |
£m |
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% |
% |
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Continuing operations |
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North America |
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281 |
242 |
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8.1% |
7.9% |
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Continental Europe |
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149 |
143 |
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7.9% |
7.7% |
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UK & Ireland |
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54 |
54 |
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5.5% |
6.0% |
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Rest of the World |
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109 |
89 |
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7.0% |
6.9% |
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Unallocated overheads |
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(30) |
(28) |
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- |
- |
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Excluding associates |
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563 |
500 |
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7.2% |
7.0% |
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Associates |
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4 |
4 |
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Underlying |
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567 |
504 |
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Amortisation of intangibles arising on acquisition |
(4) |
(3) |
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Acquisition transaction costs |
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(4) |
(1) |
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Total |
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559 |
500 |
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(1) |
Constant currency restates the prior period results to 2011's average exchange rates. |
(2) |
Underlying operating profit and margin excludes the amortisation of intangibles arising on acquisition and acquisition transaction costs. |
(3) |
Operating margin is based on revenue and operating profit excluding share of profit of associates. |
(4) |
Organic growth is calculated by adjusting for acquisitions (excluding current period acquisitions and including a full period in respect of prior period acquisitions), disposals (excluded from both periods) and exchange rate movements (translating the prior period at current period exchange rates) and compares the current period results against the prior period. |
Revenue
Overall, reported revenue growth for the six months to 31 March 2011 was 10.8%, or 9.9% on a constant currency basis. Organic revenue growth for the period was 5.7%, after adjusting for the impact of acquisitions and disposals and normalising the impact of additional working days in North America.
Operating Profit
Underlying operating profit from continuing operations, including associates but excluding the amortisation of intangibles arising on acquisition and acquisition transaction costs, was £567 million, an increase of 12.5% on a reported basis over the prior period. Underlying operating profit increased by £60 million, or 11.8%, on a constant currency basis. This represents a 20 basis points improvement in margin to 7.2% (2010: 7.0% on a constant currency basis).
Operating profit after the amortisation of intangibles arising on acquisition of £4 million (2010: £3 million) and acquisition transaction costs of £4 million (2010: £1 million) was £559 million (2010: £500 million).
North America - 43.8 % Group revenue (2010: 43.1%)
Our North American business has delivered another excellent performance. Revenues were £3.5 billion (2010: £3.1 billion), with organic growth of 7.8%, reflecting good net new business and some like for like revenue recovery. Operating profit increased by £38 million, 15.6% on a constant currency basis, to £281 million (2010: £243 million on a constant currency basis). The continued drive for improved processes around food purchasing and sensible leverage of the overhead base has contributed to a half year margin improvement of 20 basis points to 8.1%.
The Business & Industry sector has delivered an encouraging result with an increase in like for like revenues and retention remaining strong. New contract wins include Starbucks, Lockheed Martin Space Systems Company and ShowBox SoDo, one of Seattle's premier music venues. We have been re-awarded the Johnson & Johnson contract and extended the number of sites we operate for them to 44. The recent acquisition of Coffee Distributing Corporation, an office coffee and refreshment service company, will further enhance our offering in this exciting market.
In Healthcare, our support services offer, strengthened by recent acquisitions, including BW HLS Holdings Inc. earlier in the year, has contributed to the delivery of good new business wins as well as maintaining excellent levels of retention. For example, we have recently been appointed to provide food and support services to the University of Louisville Hospital.
The Education sector has delivered good organic growth, again with excellent retention rates. The Southeast Service Corporation support services acquisition made last year is providing good cross-selling opportunities. We have recently won the foodservice contract for the Valdosta State University and a support service contract for the University of Pennsylvania providing housekeeping management services. We already provide food and vending services on campus as well as managing the campus museum.
In Levy, our Sports & Leisure business, we have seen strong organic revenue growth driven by excellent retention and improving like for like revenues. Combined with a continued focus on cost efficiencies, this has contributed to another good performance. Exciting wins include a significant contract for the Florida Marlins, a major league baseball team.
In Canada, we have recently been appointed by the Hudson Bay Company, one of the country's most high profile and oldest department stores, to provide innovative foodservice and catering at the Bay's 24 store restaurants across Canada. We have today announced the acquisition of the Marquise Group, a support services provider to a variety of sectors throughout Western Canada. Together with the Hurley Corporation acquired last year, this now enables us to provide support services right across Canada.
Continental Europe - 23.9 % Group revenue (2010: 26.0%)
In Continental Europe, economic conditions in some countries remain challenging. We have generally seen increasing levels of new business. However, like for like revenues across much of the region remain difficult. Overall, revenue in Continental Europe totalled £1.9 billion (2010: £1.9 billion) with organic growth of 1.3%. Ongoing efficiency gains have resulted in an operating profit of £149 million (2010: £139 million on a constant currency basis), an increase of 7.2%, and a margin improvement of 20 basis points to 7.9%.
New contract wins include KBC in Belgium and Oyak-Renault and Mercedes Benz manufacturing plants in Turkey. We have also extended our foodservice contract with Yaşar Holding, one of the largest conglomerates in Turkey, to include security services, and our foodservice and vending contract with Volvo Car Corporation in Sweden.
In France, we are starting to see the benefits from our reinvestment in sales and retention in our net new business. We have won new contracts with Merial and GrDF Condorcet and renewed our existing contracts with CEA Grenoble H2, Clinique Vitalia La Châtaigneraie à Beaumont and RIA Caen. Our ongoing focus on driving cost efficiencies, particularly through purchasing and waste reduction initiatives, has moved the margin forward.
The German business is seeing a good level of new contract wins, especially in the Education and Healthcare sectors, as well as good levels of retention. The integration of Menke Menue, an established foodservice provider operating in the Business & Industry, Education and Healthcare sectors, is progressing well. We have won an exciting new contract with Koblenz-Touristik GmbH to provide foodservice at the Federal Gardening Exhibition (BUGA 2011) which is expected to attract over 1.7 million visitors.
Italy is delivering good levels of quality new business and improving margins through the continuing reduction of our cost base. We were awarded the contract to provide foodservice to the Italian lottery organisation, Sisal, and have renewed important contracts such as the Bollate School in Milan and Alenia Aeronautica, part of Finmeccanica Group.
The Spanish business is coping well with continuing economic challenges and high unemployment levels, delivering double-digit growth in new business while like for like revenues now seem to be stabilising. Examples of new business include Football Club Barcelona and two sites of the Inditex Group. Retention rates are improving with notable renewals such as Iberdrola, the number one energy company in Spain, where we have also strengthened our relationship by being awarded the contract for their new headquarters, a forty one floor, state of the art, tower building in Bilbao.
The acquisition of Elior Nederland BV was completed on 29 April 2011. This provides an excellent opportunity to expand our presence in the Netherlands.
UK & Ireland - 12.4% Group revenue (2010: 12.6%)
Revenues in the UK & Ireland increased to £1.0 billion (2010: £0.9 billion), including the impact of the acquisition of the VSG Group ('VSG'). On an organic basis, revenues declined slightly, by 0.4%, continuing the progressive improvement from a 5.7% decline in the first half of last year. This is despite quite difficult economic conditions continuing to impact like for like revenues in many of the sectors. We are pleased with the early signs of improvement in retention rates in the UK where we have invested in the retention process and team. There remains an ongoing focus on costs to mitigate the impact of reduced volumes and to integrate the VSG acquisition into the organisation, which is progressing well. Excluding the impact of re-investment and one-off integration costs, operating margins would have been broadly flat. Operating profit remained flat at £54 million (2010: £54 million).
We have continued to win high quality catering and support services business in the Business & Industry sector and we are seeing increasing levels of retention. For example, we have recently won a new contract with DEFRA and secured a contract extension with BSkyB.
The Healthcare sector continues to see revenue growth, through good levels of new business wins and like for like growth. The majority of contracts in this sector now include the provision of both food and support services. For example, we have recently signed a new contract with West Hertfordshire Hospital to provide food and support services and in Ireland we have won a new contract to provide the retail offer in the Mid Western Regional Hospital. We have continued to make progress on productivity where a focus on food costs and labour efficiencies has driven margin improvements.
In the Education sector we have also seen an increase in the rate of new business wins. We have recently won a new contract with Newport City Council to deliver its school catering and renewed our contracts with Christ's Hospital School and Haberdashers' Aske's School.
We have continued to have success in winning new business in the Sports & Leisure sector. For example, we have won a new contract with Edinburgh Zoo and have extended our relationship with Warwickshire County Cricket Club where we will now provide all retail and hospitality food service for Edgbaston's match-day and conference and banqueting business.
Rest of the World - 19.9% Group revenue (2010: 18.3%)
With revenues of £1.6 billion (2010: £1.3 billion), our Rest of the World businesses have delivered excellent organic revenue growth of 10.9%. Operating profit increased by £14 million, or 14.7%, on a constant currency basis to £109 million (2010: £95 million on a constant currency basis). The margin has increased by 20 basis points on a constant currency basis to 7.0%.
We are continuing to see good levels of new business wins across most countries in the region. For example, we have won a new contract in Colombia with Clinica Leon XIII, one of the top five hospitals in the country and extended our relationship with M&S with the opening of the Nanjing Lu Shanghai store in China.
Our Indian operation has delivered excellent organic growth and has been strengthened by infill acquisitions, the most recent of which were Vipul, a national Business & Industry support services provider and UHS, a foodservice provider in Hyderabad. Clients include Honda, Michelin, Du Pont and PricewaterhouseCoopers.
Australia has delivered double-digit organic revenue growth, driven by strong new business wins and good like for like revenues in the remote sector. For example, we have been awarded new contracts to provide catering, cleaning and accommodation management to MCJV for the QC LNG Export Pipeline and Gas Collection Header Project and by Ausenco to manage a wide range of services at the Rio Tinto Kestrel Mine Extension Project. Despite higher labour employment in Australia placing upward pressure on the wage rates, we have again seen further margin improvement by focusing on initiatives such as product and supplier rationalisation, labour productivity and overhead control.
In Japan, the tragic events of the earthquake and tsunami struck three weeks before the end of the period. Although there was only limited structural damage to client sites, there continues to be disruption to parts of the country's manufacturing base and volumes in offices at our client sites have been impacted by 10-15%. The situation in Sport & Leisure is more severe, and for our third quarter, like for like volumes could be 20-25% below normal levels. We are working very hard to reduce costs and hence mitigate the profit impact of the reduction in revenue. In the first half of the year the profit impact was £5 million. While the weekly impact is starting to subside, we do expect a further impact through the second half of the year. At this point our best estimate of the profit impact in the second half is around a £20 million reduction.
In Brazil, strong new business wins and like for like revenues have delivered double-digit organic revenue growth. The pipeline continues to look good and retention levels, which remain a focus, have improved. The business continues to seek efficiencies across all cost lines to drive margin improvement. The acquisition of the support services specialist, Clean Mall, last year has enhanced our ability to provide a multi-service offer to clients such as Ericsson.
In South Africa, good levels of new business have been achieved especially in the Education and Healthcare sectors, with an encouraging pipeline. In the Business & Industry sector we have won the contract to feed the employees of Richards Bay Minerals, a company jointly owned by BHP Billiton and Rio Tinto, to provide meals to the 4,300 employees on site.
Our UAE based business continues to perform well and has seen double-digit organic revenue growth driven by new business wins including support services both in the Defence, Offshore & Remote site and Education sectors. Retention remains strong.
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 were £30 million (2010: £28 million), reflecting some reinvestment in the central sales and marketing teams and continued good control over costs as the business expands.
Finance Costs
Underlying net finance cost, excluding hedge accounting ineffectiveness and the impact of revaluing investments and non-controlling interest put options, was £36 million (2010: £42 million). The decrease largely reflects the lower levels of net debt compared to last year. We expect the underlying net finance cost for the full year to be around £75 million at current exchange rates, including a charge of around £14 million relating to the defined benefit pension schemes.
Other Gains and Losses
Other gains and losses include a £4 million credit (2010: £1 million credit) from hedge accounting ineffectiveness and a £1 million credit (2010: £nil) of revaluing investments and non-controlling interest put options.
Profit Before Tax
Profit before tax from continuing operations was £528 million (2010: £459 million).
On an underlying basis, profit before tax from continuing operations increased by 14.9% to £531 million (2010: £462 million), excluding the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness and the impact of revaluing investments and non-controlling interest put options.
Income Tax Expense
Income tax expense from continuing operations was £142 million (2010: £125 million).
On an underlying basis, excluding the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness and the impact of revaluing investments and non-controlling interest put options, the tax charge on continuing operations was £143 million (2010: £126 million), equivalent to an effective tax rate of 27% (2010: 27%). Based on current corporate tax rates, we expect the tax rate to average out around the 27% level in the short- to medium-term.
Basic Earnings per Share
Basic earnings per share, including discontinued operations, were 20.3 pence (2010: 17.9 pence).
On an underlying basis, excluding the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness, the impact of revaluing investments and non-controlling interest put options and the tax attributable to these amounts, the basic earnings per share from continuing operations were 20.4 pence (2010: 18.0 pence).
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Attributable |
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Basic Earnings |
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Profit |
Per Share |
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2011 |
2010 |
|
2011 |
2010 |
Change |
Six months ended 31 March |
£m |
£m |
pence |
pence |
% |
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Reported |
|
384 |
333 |
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20.3 |
17.9 |
13.4 |
Adjustments |
|
2 |
2 |
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0.1 |
0.1 |
- |
Underlying |
|
386 |
335 |
|
20.4 |
18.0 |
13.3 |
Dividends
We rebased the dividend at the end of last year with a 2010 total annual dividend of 17.5 pence per share. In order to get back to the approximate one third: two thirds split of the dividend between interim and final, we are increasing the 2011 interim dividend by 30%. This will then complete the rebasing exercise. An interim dividend of 6.5 pence per share will be paid on 1 August 2011 to shareholders on the register on 1 July 2011.
Free Cash Flow
Free cash flow from continuing operations totalled £349 million (2010: £351 million).
Gross capital expenditure of £184 million (2010: £147 million), including amounts purchased under finance leases of £1 million (2010: £1 million), is equivalent to 2.3% of revenues (2010: 2.1% of revenues).
We expect the level of gross capital expenditure for the full year to continue to be around 2.3% of revenues.
We are making further good progress in working capital management, limiting the overall seasonal working capital outflow (including provisions and post-employment benefit obligations) to £67 million (2010: £3 million outflow). This also reflects the reversal in the first half of the year of the cut-off timing differences we had at the end of the last financial year. We believe that there remains further scope for improvement, averaging out over time on an annual basis, at neutral to a small annual inflow.
The cash tax rate was 15% (2010: 16%), based on underlying profit before tax for the continuing operations, benefiting from some one-off tax refunds relating to prior years and the fact that many of the larger tax payments are made in the second half of the year. In the short- to medium-term we continue to expect the cash tax rate to average out towards the 27% level.
The net interest outflow was £29 million (2010: £47 million).
Acquisition Payments
The total cash spend on acquisitions in the first half was £126 million. This includes £119 million on infill acquisitions, £4 million on acquisition transaction costs and £3 million of deferred consideration relating to previous year acquisitions.
Since 31 March 2011, we have committed to a further £180 million on infill acquisitions, including the previously announced Elior Nederland BV (annual revenues circa £83 million). We are also pleased to announce today that the Group has agreed to acquire Marquise Facilities Corporation and MHC Services Corporation in Canada (annual revenues circa £46 million), the remaining 50% of our Turkish joint venture, Sofra Yemek Üretim ve Hizmet Anonim Şirketi (annual revenues for 50% circa £90 million) and Tampa Bay Vending Inc. in the USA (annual revenues circa £17 million).
Disposals
Payments made in respect of businesses disposed of or discontinued in prior years totalled £8 million in the period (2010: £4 million).
Exceptional employer contributions to post-employment benefit obligation
During the period we completed the April 2010 actuarial valuation of the two UK pension schemes. We have also now merged the two schemes, simplifying the administration and made a £50 million payment towards the combined April 2010 actuarial valuation deficit of £178 million.
The Group has continued to review and monitor its pension obligations throughout the period working closely with the Trustees and members of all schemes around the Group to ensure proper and prudent assumptions are used and adequate provision and contributions are made.
The Group's pension deficit at 31 March 2011 calculated on the accounting basis in accordance with IAS 19 for all Group defined benefit schemes was £199 million (2010: £336 million).
Proceeds from issue of share capital
The Group received cash of £12 million (2010: £68 million) from the issue of share capital in the period in connection with the exercise of employee share options.
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 below, headed 'Managing Risk'.
Related Party Transactions
Details of transactions with related parties are set out in note 17. These transactions have not, and are not expected to have, a material effect on the financial performance or position of the Group.
Financial Position
During the first six months of the year net debt decreased to £671 million (2010: £766 million).
£23 million of US Dollar private placements were repaid during the period out of surplus cash. In addition, on 11 May 2011 the Group agreed a new £700 million 5 year committed bank facility. On the same date the existing committed facility of £697 million (at 31 March 2011), which was due to mature in May 2012, was cancelled.
Looking forward, £57 million of debt is due for repayment in the remainder of 2011, £606 million in 2012 and £nil in 2013. With considerable ongoing free cash generation the Group believes that it is in a strong financial position.
Going Concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in this Business Review, as is the financial position of the Group, its cash flows, liquidity position, and borrowing facilities. In addition, note 19 of the Consolidated Financial Statements of our 2010 Annual Report 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 long-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.
|
|
Richard Cousins Group Chief Executive 18 May 2011 |
Andrew D Martin Group Finance Director |
(1) |
Unless stated otherwise all figures in this document relate to the six months ended 31 March. |
(2) |
Unless stated otherwise the data shown on pages 1 - 11 relates to the continuing business only. |
Interim Management Report: 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.
As set out on pages 48 to 54 of the Corporate Governance section of our 2010 Annual Report, 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 Key Performance Indicators ('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 MAP, 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, material new business contracts and capital investments. This is supported by a subsequent review process for selected acquisitions, material new contracts 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 2010 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. |
Risk |
|
|
Mitigation |
|
|
|
|
|
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. |
|
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 & Remote site sectors, is 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 cost 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 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. |
Risk |
|
|
Mitigation |
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. |
Information technology and infrastructure |
|
|
The Group relies on a variety of IT systems in order to manage and deliver services and communicate with our 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 31 March 2011 shows the average period to maturity is 2.2 years. The Group's undrawn committed bank facilities at 31 March 2011 were £697 million (2010: £770 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. 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 19 of the condensed financial statements sets out the exchange rates used to translate the income statements, balance sheets and cash flows of non-Sterling denominated entities. |
Risk |
|
|
Mitigation |
|
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. |
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 of our 2010 Annual Report. |
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 judgment, 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. |
Condensed Financial Statements
Directors' responsibilities
The Interim Report complies with the Disclosure and Transparency Rules ('DTR') of the United Kingdom's Financial Services Authority in respect of the requirement to produce a half-yearly financial report. The Interim Report is the responsibility of, and has been approved by, the Directors.
We confirm that to the best of our knowledge:
• the condensed set of financial statements has been prepared in accordance with IAS 34; • the Interim Management Report includes a fair review of the important events during the first six months and description of the principal risks and uncertainties for the remaining six months of the year, as required by DTR 4.2.7R; and • the Interim Management Report includes a fair review of disclosure of related party transactions and changes therein, as required by DTR 4.2.8R.
On behalf of the Board
Mark J White General Counsel and Company Secretary 18 May 2011
|
|
The Directors are required to prepare financial statements for the Group in accordance with International Financial Reporting Standards ('IFRS').
International Accounting Standard 34 defines the minimum content of an interim financial report, including disclosures, and identifies the accounting recognition and measurement principles that should be applied to an interim financial report.
Directors are also required to:
• properly select and apply accounting policies; • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and • provide additional disclosures when compliance with 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 which comply with the requirements of the Companies Act 2006. The Directors, having prepared the financial statements, have permitted the Auditor to take whatever steps and undertake whatever inspections they consider to be appropriate for the purpose of enabling them to give their review 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.
|
Independent review' report to the members of Compass Group PLC
Introduction We have been engaged by Compass Group PLC ('the Company') to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2011 which comprises the condensed income statement, the condensed statement of comprehensive income, the condensed balance sheet, the condensed statement of changes in equity, the condensed cash flow statement and related notes 1 to 19. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed. Directors responsibilities The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdoms' Financial Services Authority.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union. |
|
Our responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Review conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor London, United Kingdom 18 May 2011 |
Condensed income statement |
|
|
|
|
|||||
for the six months ended 31 March 2011 |
|
|
|
|
|||||
|
|
|
|
|
|||||
|
|
Notes |
|
Six months to 31 March |
|
Year ended |
|||
|
|
|
|
|
30 September |
||||
|
|
2011 |
2010 |
|
2010 |
||||
|
|
Unaudited |
Unaudited |
|
Audited |
||||
|
|
£m |
£m |
|
£m |
||||
|
|
|
|
|
|
|
|
||
Continuing operations |
|
|
|
|
|
|
|
||
Revenue |
|
3 |
|
7,873 |
7,104 |
|
14,468 |
||
Operating costs |
|
|
|
(7,318) |
(6,608) |
|
(13,485) |
||
Operating profit |
|
3 |
|
555 |
496 |
|
983 |
||
Share of profit of associates |
|
3 |
|
4 |
4 |
|
6 |
||
Total operating profit |
|
3 |
|
559 |
500 |
|
989 |
||
Finance income |
|
4 |
|
4 |
3 |
|
5 |
||
Finance costs |
|
4 |
|
(40) |
(45) |
|
(86) |
||
Hedge accounting ineffectiveness |
|
4 |
|
4 |
1 |
|
4 |
||
Change in the fair value of investments and non-controlling interest put options |
|
4 |
|
1 |
- |
|
1 |
||
Profit before tax |
|
|
|
528 |
459 |
|
913 |
||
Income tax expense |
|
5 |
|
(142) |
(125) |
|
(246) |
||
Profit for the period from continuing operations |
|
3 |
|
386 |
334 |
|
667 |
||
|
|
|
|
|
|
|
|
||
Discontinued operations |
|
|
|
|
|
|
|
||
Profit for the period from discontinued operations |
|
6 |
|
- |
- |
|
13 |
||
|
|
|
|
|
|
|
|
||
Continuing and discontinued operations |
|
|
|
|
|
|
|
||
Profit for the period |
|
|
|
386 |
334 |
|
680 |
||
|
|
|
|
|
|
|
|
||
Attributable to |
|
|
|
|
|
|
|
||
Equity shareholders of the Company |
|
|
|
384 |
333 |
|
675 |
||
Non-controlling interest |
|
|
|
2 |
1 |
|
5 |
||
Profit for the period |
|
|
|
386 |
334 |
|
680 |
||
|
|
|
|
|
|
|
|
||
Basic earnings per share (pence) |
|
|
|
|
|
|
|
||
From continuing operations |
|
7 |
|
20.3p |
17.9p |
|
35.3p |
||
From discontinued operations |
|
7 |
|
- |
- |
|
0.7p |
||
From continuing and discontinued operations |
|
7 |
|
20.3p |
17.9p |
|
36.0p |
||
|
|
|
|
|
|
|
|
||
Diluted earnings per share (pence) |
|
|
|
|
|
|
|
||
From continuing operations |
|
7 |
|
20.2p |
17.8p |
|
35.1p |
||
From discontinued operations |
|
7 |
|
- |
- |
|
0.7p |
||
From continuing and discontinued operations |
|
7 |
|
20.2p |
17.8p |
|
35.8p |
||
|
|
|
|
|
|
|
|
||
(1) Impairment of goodwill, impairment of inventories, impairment of financial assets and net foreign exchange gains/(losses) recorded in the income statement total £2 million loss (2010: £1 million loss). |
|||||||||
|
|
|
|
|
|
|
|
||
Analysis of operating profit |
|
|
|
|
|
|
|
||
for the six months ended 31 March 2011 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
Six months to 31 March |
|
Year ended |
|||
|
|
|
|
|
|
|
30 September |
||
|
|
|
|
2011 |
2010 |
|
2010 |
||
|
|
|
|
Unaudited |
Unaudited |
|
Audited |
||
|
|
£m |
£m |
|
£m |
||||
|
|
|
|
|
|
|
|
||
Continuing operations |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Underlying operating profit before share of profits of associates |
|
|
|
563 |
500 |
|
997 |
||
Share of profit of associates |
|
|
|
4 |
4 |
|
6 |
||
Underlying operating profit before costs relating to acquisitions and disposals |
|
|
|
567 |
504 |
|
1,003 |
||
Amortisation of intangibles arising on acquisition |
|
|
|
(4) |
(3) |
|
(7) |
||
Acquisition transaction costs |
|
|
|
(4) |
(1) |
|
(5) |
||
Share-based payments expense - non-controlling interest call option |
|
|
|
- |
- |
|
(2) |
||
Total operating profit |
|
|
|
559 |
500 |
|
989 |
||
|
|
|
|
|
|
|
|
||
Condensed statement of comprehensive income |
||||||||||||||||||
for the six months ended 31 March 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Six months to 31 March |
|
Year ended |
||||||||||||
|
|
|
|
|
|
|
|
Total |
|
Total |
|
30 September |
||||||
|
|
Notes |
|
Retained |
Translation |
Non-controlling |
|
2011 |
|
2010 |
|
2010 |
||||||
|
|
earnings |
reserve |
interest |
|
Unaudited |
|
Unaudited |
|
Audited |
||||||||
|
|
£m |
£m |
£m |
|
£m |
|
£m |
|
£m |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Profit for the period |
|
|
|
384 |
- |
2 |
|
386 |
|
334 |
|
680 |
||||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Currency translation differences |
|
|
|
- |
(9) |
- |
|
(9) |
|
90 |
|
34 |
||||||
Actuarial gains/(losses) on post-retirement employee benefits |
|
10 |
|
117 |
- |
- |
|
117 |
|
5 |
|
(57) |
||||||
Tax on items relating to the components of other comprehensive income |
|
(36) |
- |
- |
|
(36) |
|
7 |
|
12 |
||||||||
Other |
|
|
|
- |
- |
- |
|
- |
|
- |
|
- |
||||||
Total other comprehensive income/(loss) for the period |
|
|
|
81 |
(9) |
- |
|
72 |
|
102 |
|
(11) |
||||||
Total comprehensive income for the period |
|
|
|
465 |
(9) |
2 |
|
458 |
|
436 |
|
669 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity shareholders of the Company |
|
|
|
465 |
(9) |
- |
|
456 |
|
434 |
|
664 |
||||||
Non-controlling interest |
|
|
|
- |
- |
2 |
|
2 |
|
2 |
|
5 |
||||||
Total comprehensive income for the period |
|
|
|
465 |
(9) |
2 |
|
458 |
|
436 |
|
669 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Condensed statement of changes in equity |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
for the six months ended 31 March 2011 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Six months to 31 March |
|
||||||||||||||||||||||||||||||||||
|
|
|
Share |
Capital |
|
|
|
Non- |
|
|
|
||||||||||||||||||||||||||
|
|
Share |
premium |
redemption |
Own |
Other |
Retained |
controlling |
|
|
|
||||||||||||||||||||||||||
|
|
capital |
account |
reserve |
shares |
reserves |
earnings |
interests |
|
Total |
|
||||||||||||||||||||||||||
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
£m |
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
At 1 October 2010 |
|
189 |
317 |
44 |
(1) |
4,521 |
(2,002) |
5 |
|
3,073 |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Profit for the period |
|
- |
- |
- |
- |
- |
384 |
2 |
|
386 |
|
||||||||||||||||||||||||||
Other comprehensive income |
|
- |
- |
- |
- |
(9) |
81 |
- |
|
72 |
|
||||||||||||||||||||||||||
Total comprehensive income for the period |
|
- |
- |
- |
- |
(9) |
465 |
2 |
|
458 |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Issue of shares (for cash) |
|
- |
12 |
- |
- |
- |
- |
- |
|
12 |
|
||||||||||||||||||||||||||
Fair value of share-based payments |
|
- |
- |
- |
- |
5 |
- |
- |
|
5 |
|
||||||||||||||||||||||||||
Tax on items taken directly to equity |
|
- |
- |
- |
- |
- |
2 |
- |
|
2 |
|
||||||||||||||||||||||||||
Settled in new shares (issued by the Company) |
- |
6 |
- |
- |
(6) |
- |
- |
|
- |
|
|||||||||||||||||||||||||||
Settled in cash or existing shares (purchased in the market) |
|
- |
- |
- |
- |
- |
- |
- |
|
- |
|
||||||||||||||||||||||||||
Other changes |
|
- |
- |
- |
- |
- |
(1) |
- |
|
(1) |
|
||||||||||||||||||||||||||
|
|
- |
18 |
- |
- |
(10) |
466 |
2 |
|
476 |
|
||||||||||||||||||||||||||
Dividends paid to Compass shareholders (note 8) |
- |
- |
- |
- |
- |
(236) |
- |
|
(236) |
|
|||||||||||||||||||||||||||
Dividends paid to non-controlling interest |
|
- |
- |
- |
- |
- |
- |
(2) |
|
(2) |
|
||||||||||||||||||||||||||
(Increase)/decrease in own shares held for staff compensation schemes(2) |
|
- |
- |
- |
- |
- |
- |
- |
|
- |
|
||||||||||||||||||||||||||
At 31 March 2011 |
|
189 |
335 |
44 |
(1) |
4,511 |
(1,772) |
5 |
|
3,311 |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
(1) It was originally anticipated these payments would be satisfied by the issue of new shares. However, they were settled in cash or existing shares purchased in the market. |
|
||||||||||||||||||||||||||||||||||||
(2) 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. |
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
Six months to 31 March |
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
Equity |
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
adjustment |
|
|
|
|
|||||||||||||||||||||||||||
|
|
Share-based |
Merger |
Revaluation |
Translation |
for put |
|
Total other |
|
|
|||||||||||||||||||||||||||
Other reserves |
|
payment reserve |
reserve |
reserve |
reserve |
options |
|
reserves |
|
|
|||||||||||||||||||||||||||
|
£m |
£m |
£m |
£m |
£m |
|
£m |
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
At 1 October 2010 |
|
145 |
4,170 |
7 |
200 |
(1) |
|
4,521 |
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Profit for the period |
|
- |
- |
- |
- |
- |
|
- |
|
|
|||||||||||||||||||||||||||
Other comprehensive income |
|
- |
- |
- |
(9) |
- |
|
(9) |
|
|
|||||||||||||||||||||||||||
Total comprehensive income for the period |
|
- |
- |
- |
(9) |
- |
|
(9) |
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Fair value of share-based payments |
|
5 |
- |
- |
- |
- |
|
5 |
|
|
|||||||||||||||||||||||||||
Settled in new shares (issued by the Company) |
|
(6) |
- |
- |
- |
- |
|
(6) |
|
|
|||||||||||||||||||||||||||
Settled in cash or existing shares (purchased in the market) |
|
- |
- |
- |
- |
- |
|
- |
|
|
|||||||||||||||||||||||||||
At 31 March 2011 |
|
144 |
4,170 |
7 |
191 |
(1) |
|
4,511 |
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
Six months to 31 March |
|
||||||||||||||||||||||||||||||||||
|
|
|
Share |
Capital |
|
|
|
Non- |
|
|
|
||||||||||||||||||||||||||
|
|
Share |
premium |
redemption |
Own |
Other |
Retained |
controlling |
|
|
|
||||||||||||||||||||||||||
|
|
capital |
account |
reserve |
shares |
reserves |
earnings |
interests |
|
Total |
|
||||||||||||||||||||||||||
|
£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 |
|
- |
- |
- |
- |
- |
333 |
1 |
|
334 |
|
||||||||||||||||||||||||||
Other comprehensive income |
|
- |
- |
- |
- |
89 |
12 |
1 |
|
102 |
|
||||||||||||||||||||||||||
Total comprehensive income for the period |
|
- |
- |
- |
- |
89 |
345 |
2 |
|
436 |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Issue of shares (for cash) |
|
3 |
67 |
- |
- |
- |
- |
- |
|
70 |
|
||||||||||||||||||||||||||
Fair value of share-based payments |
|
- |
- |
- |
- |
5 |
- |
- |
|
5 |
|
||||||||||||||||||||||||||
Tax on items taken directly to equity |
|
- |
- |
- |
- |
- |
- |
- |
|
- |
|
||||||||||||||||||||||||||
Settled in new shares (issued by the Company) |
- |
9 |
- |
- |
(9) |
- |
- |
|
- |
|
|||||||||||||||||||||||||||
Settled in cash or existing shares (purchased in the market) |
|
- |
- |
- |
- |
(1) |
- |
- |
|
(1) |
|
||||||||||||||||||||||||||
Other changes |
|
- |
- |
- |
- |
- |
1 |
- |
|
1 |
|
||||||||||||||||||||||||||
|
|
3 |
76 |
- |
- |
84 |
346 |
2 |
|
511 |
|
||||||||||||||||||||||||||
Dividends paid to Compass shareholders (note 8) |
- |
- |
- |
- |
- |
(164) |
- |
|
(164) |
|
|||||||||||||||||||||||||||
Dividends paid to non-controlling interest |
|
- |
- |
- |
- |
- |
- |
(2) |
|
(2) |
|
||||||||||||||||||||||||||
(Increase)/decrease in own shares held for staff compensation schemes(3) |
|
- |
- |
- |
1 |
- |
- |
- |
|
1 |
|
||||||||||||||||||||||||||
At 31 March 2010 |
|
188 |
291 |
44 |
(1) |
4,573 |
(2,213) |
9 |
|
2,891 |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
(1) Including stamp duty and broker's commission. |
|
||||||||||||||||||||||||||||||||||||
(2) It was originally anticipated these payments would be satisfied by the issue of new shares. However, they were settled in cash or existing shares purchased in the market. |
|
||||||||||||||||||||||||||||||||||||
(3) 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. |
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
|
|
|
Six months to 31 March |
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
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 |
|
|
|
- |
- |
- |
89 |
- |
|
89 |
|||||||||||||||||||||||||||
Total comprehensive income for the period |
|
- |
- |
- |
89 |
- |
|
89 |
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Fair value of share-based payments |
|
|
|
5 |
- |
- |
- |
- |
|
5 |
|||||||||||||||||||||||||||
Settled in new shares (issued by the Company) |
|
(9) |
- |
- |
- |
- |
|
(9) |
|||||||||||||||||||||||||||||
Settled in cash or existing shares (purchased in the market) |
|
(1) |
- |
- |
- |
- |
|
(1) |
|||||||||||||||||||||||||||||
At 31 March 2010 |
|
|
|
141 |
4,170 |
7 |
261 |
(6) |
|
4,573 |
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Condensed balance sheet |
|
|
|
|
|
|
|
||||
as at 31 March 2011 |
|
|
|
|
|
|
|
||||
|
|
|
|
As at 31 March |
|
As at |
|||||
|
|
|
|
|
|
|
30 September |
||||
|
|
|
|
2011 |
2010 |
|
2010 |
||||
|
|
Notes |
|
Unaudited |
Unaudited |
|
Audited |
||||
|
|
£m |
£m |
|
£m |
||||||
|
|
|
|
|
|
|
|
||||
Non-current assets |
|
|
|
|
|
|
|
||||
Goodwill |
|
|
|
3,865 |
3,710 |
|
3,833 |
||||
Other intangible assets |
|
|
|
616 |
560 |
|
570 |
||||
Property, plant and equipment |
|
|
|
628 |
545 |
|
581 |
||||
Interests in associates |
|
|
|
42 |
33 |
|
32 |
||||
Other investments |
|
|
|
42 |
39 |
|
37 |
||||
Trade and other receivables |
|
|
|
70 |
67 |
|
72 |
||||
Deferred tax assets* |
|
|
|
246 |
297 |
|
296 |
||||
Derivative financial instruments** |
|
|
|
66 |
76 |
|
81 |
||||
Non-current assets |
|
|
|
5,575 |
5,327 |
|
5,502 |
||||
|
|
|
|
|
|
|
|
||||
Current assets |
|
|
|
|
|
|
|
||||
Inventories |
|
|
|
254 |
245 |
|
238 |
||||
Trade and other receivables |
|
|
|
1,953 |
1,778 |
|
1,830 |
||||
Tax recoverable* |
|
|
|
20 |
16 |
|
31 |
||||
Cash and cash equivalents** |
|
|
|
543 |
568 |
|
643 |
||||
Derivative financial instruments** |
|
|
|
5 |
11 |
|
10 |
||||
Current assets |
|
|
|
2,775 |
2,618 |
|
2,752 |
||||
|
|
|
|
|
|
|
|
||||
Total assets |
|
|
|
8,350 |
7,945 |
|
8,254 |
||||
|
|
|
|
|
|
|
|
||||
Current liabilities |
|
|
|
|
|
|
|
||||
Short-term borrowings** |
|
|
|
(140) |
(306) |
|
(148) |
||||
Derivative financial instruments** |
|
|
|
(5) |
(7) |
|
(5) |
||||
Provisions |
|
9 |
|
(139) |
(134) |
|
(130) |
||||
Current tax liabilities* |
|
|
|
(307) |
(286) |
|
(273) |
||||
Trade and other payables |
|
|
|
(2,758) |
(2,467) |
|
(2,683) |
||||
Current liabilities |
|
|
|
(3,349) |
(3,200) |
|
(3,239) |
||||
|
|
|
|
|
|
|
|
||||
Non-current liabilities |
|
|
|
|
|
|
|
||||
Long-term borrowings** |
|
|
|
(1,138) |
(1,103) |
|
(1,200) |
||||
Derivative financial instruments** |
|
|
|
(2) |
(5) |
|
(2) |
||||
Post-employment benefit obligations |
|
10 |
|
(199) |
(336) |
|
(389) |
||||
Provisions |
|
9 |
|
(301) |
(364) |
|
(302) |
||||
Deferred tax liabilities* |
|
|
|
(16) |
(12) |
|
(15) |
||||
Trade and other payables |
|
|
|
(34) |
(34) |
|
(34) |
||||
Non-current liabilities |
|
|
|
(1,690) |
(1,854) |
|
(1,942) |
||||
|
|
|
|
|
|
|
|
||||
Total liabilities |
|
|
|
(5,039) |
(5,054) |
|
(5,181) |
||||
|
|
|
|
|
|
|
|
||||
Net assets |
|
|
|
3,311 |
2,891 |
|
3,073 |
||||
|
|
|
|
|
|
|
|
||||
Equity |
|
|
|
|
|
|
|
||||
Share capital |
|
|
|
189 |
188 |
|
189 |
||||
Share premium account |
|
|
|
335 |
291 |
|
317 |
||||
Capital redemption reserve |
|
|
|
44 |
44 |
|
44 |
||||
Less: Own shares |
|
|
|
(1) |
(1) |
|
(1) |
||||
Other reserves |
|
|
|
4,511 |
4,573 |
|
4,521 |
||||
Retained earnings |
|
|
|
(1,772) |
(2,213) |
|
(2,002) |
||||
Total equity shareholders' funds |
|
|
|
3,306 |
2,882 |
|
3,068 |
||||
|
|
|
|
|
|
|
|
||||
Non-controlling interests |
|
|
|
5 |
9 |
|
5 |
||||
|
|
|
|
|
|
|
|
||||
Total equity |
|
|
|
3,311 |
2,891 |
|
3,073 |
||||
|
|
|
|
|
|
|
|
||||
* Component of current and deferred taxes ** Component of net debt |
|
|
|
|
|
|
|
||||
Condensed cash flow statement |
|
|
|
|
|
|
|
||||
for the six months ended 31 March 2011 |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
Six months to 31 March |
|
Year ended |
|||||
|
|
|
|
|
|
|
30 September |
||||
|
|
|
|
2011 |
2010 |
|
2010 |
||||
|
|
|
|
Unaudited |
Unaudited |
|
Audited |
||||
|
|
Notes |
|
£m |
£m |
|
£m |
||||
|
|
|
|
|
|
|
|
||||
Cash flow from operating activities |
|
|
|
|
|
|
|
||||
Cash generated from operations |
|
12 |
|
631 |
614 |
|
1,330 |
||||
Exceptional employer contributions to post-employment benefit obligations |
|
|
|
(50) |
- |
|
- |
||||
Interest paid |
|
|
|
(33) |
(49) |
|
(75) |
||||
Interest element of finance lease rentals |
|
|
|
(1) |
(1) |
|
(2) |
||||
Tax received |
|
|
|
19 |
11 |
|
24 |
||||
Tax paid |
|
|
|
(99) |
(84) |
|
(227) |
||||
Net cash from/(used in) operating activities of continuing operations |
|
|
|
467 |
491 |
|
1,050 |
||||
Net cash from/(used in) operating activities of discontinued operations |
|
|
|
- |
- |
|
3 |
||||
Net cash from/(used in) operating activities |
|
|
|
467 |
491 |
|
1,053 |
||||
|
|
|
|
|
|
|
|
||||
Cash flow from investing activities |
|
|
|
|
|
|
|
||||
Purchase of subsidiary companies and investments in associated undertakings (1) |
|
11 |
|
(126) |
(41) |
|
(205) |
||||
Proceeds from the sale of subsidiary companies and associated undertakings - discontinued activities (1) |
6 |
|
(8) |
(4) |
|
(9) |
|||||
Purchase of intangible assets |
|
|
|
(60) |
(65) |
|
(122) |
||||
Purchase of property, plant and equipment |
|
|
|
(123) |
(81) |
|
(207) |
||||
Proceeds from sale of property, plant and equipment/intangible assets |
|
|
|
12 |
4 |
|
19 |
||||
Purchase of other investments |
|
|
|
(4) |
(3) |
|
(3) |
||||
Dividends received from associated undertakings |
|
|
|
4 |
4 |
|
6 |
||||
Interest received |
|
|
|
5 |
3 |
|
5 |
||||
Net cash from/(used in) investing activities by continuing operations |
|
|
|
(300) |
(183) |
|
(516) |
||||
Net cash from/(used in) investing activities by discontinued operations |
|
|
|
- |
- |
|
- |
||||
Net cash from/(used in) investing activities |
|
|
|
(300) |
(183) |
|
(516) |
||||
|
|
|
|
|
|
|
|
||||
Cash flow from financing activities |
|
|
|
|
|
|
|
||||
Proceeds from issue of ordinary share capital |
|
|
|
12 |
68 |
|
97 |
||||
Net increase/(decrease) in borrowings |
|
13 |
|
(37) |
(237) |
|
(306) |
||||
Repayment of obligations under finance leases |
|
13 |
|
(6) |
(7) |
|
(15) |
||||
Equity dividends paid |
|
8 |
|
(236) |
(164) |
|
(258) |
||||
Dividends paid to non-controlling interests |
|
|
|
(2) |
(2) |
|
(4) |
||||
Net cash from/(used in) financing activities by continuing operations |
|
|
|
(269) |
(342) |
|
(486) |
||||
Net cash from/(used in) financing activities by discontinued operations |
|
|
|
- |
- |
|
- |
||||
Net cash from/(used in) financing activities |
|
|
|
(269) |
(342) |
|
(486) |
||||
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
|
|
|
|
|
|
||||
Net increase/(decrease) in cash and cash equivalents |
|
13 |
|
(102) |
(34) |
|
51 |
||||
Cash and cash equivalents at beginning of the period |
|
|
|
643 |
588 |
|
588 |
||||
Currency translation gains/(losses) on cash and cash equivalents |
|
|
|
2 |
14 |
|
4 |
||||
Cash and cash equivalents at end of the period |
|
|
|
543 |
568 |
|
643 |
||||
|
|
|
|
|
|
|
|
||||
(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 six months ended 31 March 2011 |
|||||||||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
Six months to 31 March |
|
Year ended |
|||||
|
|
|
|
|
|
|
30 September |
||||
|
|
|
|
2011 |
2010 |
|
2010 |
||||
|
|
|
|
Unaudited |
Unaudited |
|
Audited |
||||
|
|
|
|
£m |
£m |
|
£m |
||||
|
|
|
|
|
|
|
|
||||
Net cash from operating activities of continuing operations |
|
|
|
467 |
491 |
|
1,050 |
||||
Exceptional employer contributions to post-employment benefit obligations |
|
|
|
50 |
- |
|
- |
||||
Purchase of intangible assets |
|
|
|
(60) |
(65) |
|
(122) |
||||
Purchase of property, plant and equipment |
|
|
|
(123) |
(81) |
|
(207) |
||||
Proceeds from sale of property, plant and equipment / intangible assets |
|
|
|
12 |
4 |
|
19 |
||||
Purchase of other investments |
|
|
|
(4) |
(3) |
|
(3) |
||||
Dividends received from associated undertakings |
|
|
|
4 |
4 |
|
6 |
||||
Interest received |
|
|
|
5 |
3 |
|
5 |
||||
Dividends paid to non-controlling interests |
|
|
|
(2) |
(2) |
|
(4) |
||||
Free cash flow from continuing operations |
|
|
|
349 |
351 |
|
744 |
||||
|
|
|
|
|
|
|
|
||||
Notes to the condensed financial statements |
for the six months ended 31 March 2011 |
|
1 Basis of preparation |
|
The unaudited condensed financial statements for the six months ended 31 March 2011 have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' ('IAS 34'), and have been prepared on the basis of International Financial Reporting Standards ('IFRSs') and International Financial Reporting Interpretations Committee ('IFRIC') interpretations as adopted by the European Union that are effective for the year ended 30 September 2011. |
|
The unaudited condensed financial statements for the six months ended 31 March 2011, which were approved by the Board on 18 May 2011, and the comparative information in relation to the year ended 30 September 2010, do not comprise statutory accounts for the purpose of Section 435 of the Companies Act 2006, and should be read in conjunction with the Annual Report for the year ended 30 September 2010. Those accounts have been reported upon by the Group's Auditor and delivered to the Registrar of Companies. The report of the Auditor was unqualified, did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and did not contain statements under Section 498 (2) or (3) of the Companies Act 2006. |
|
The financial statements have been prepared on the going concern basis. This is discussed in the Business Review on page 11. |
|
The accounting policies adopted in the preparation of these unaudited condensed financial statements are consistent with the policies applied by the Group in its consolidated financial statements for the year ended 30 September 2010: |
|
2 Seasonality of operations |
|
Overall, seasonality is not a significant factor across the Group. However, within individual sectors and geographies we do see some seasonal effects.
|
Revenues in the Education sector are lower outside term time and activity in the Business & Industry sector in Continental Europe slows down throughout the summer. |
|
3 Segmental reporting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographical segments |
|
|
|||||
|
|
North |
Continental |
UK & |
Rest of |
Intra |
|
|
|
Revenues |
|
America |
Europe |
Ireland |
the World |
Group |
|
Total |
|
|
£m |
£m |
£m |
£m |
£m |
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended 31 March 2011 |
|
|
|
|
|
|
|
|
|
External revenue |
|
3,450 |
1,880 |
977 |
1,566 |
- |
|
7,873 |
|
Less: Discontinued operations |
|
- |
- |
- |
- |
- |
|
- |
|
External revenue - continuing |
|
3,450 |
1,880 |
977 |
1,566 |
- |
|
7,873 |
|
|
|
|
|
|
|
|
|
|
|
Six months ended 31 March 2010 |
|
|
|
|
|
|
|
|
|
External revenue |
|
3,059 |
1,850 |
897 |
1,298 |
- |
|
7,104 |
|
Less: Discontinued operations |
|
- |
- |
- |
- |
- |
|
- |
|
External revenue - continuing |
|
3,059 |
1,850 |
897 |
1,298 |
- |
|
7,104 |
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) There is no inter-segmental trading |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Products and services: Sectors |
|
|
|
||||||||||||
|
|
|
|
|
|
Defence, |
|
|
|
|
|||||||
|
|
Business |
|
Healthcare |
Sports |
Offshore |
|
|
|
|
|||||||
Revenues |
|
& Industry |
Education |
& Seniors |
& Leisure |
& Remote |
|
Total |
|
|
|||||||
|
£m |
£m |
£m |
£m |
£m |
|
£m |
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Six months ended 31 March 2011 |
|
|
|
|
|
|
|
|
|
|
|||||||
External revenue |
|
3,307 |
1,397 |
1,405 |
801 |
963 |
|
7,873 |
|
|
|||||||
Less: Discontinued operations |
|
- |
- |
- |
- |
- |
|
- |
|
|
|||||||
External revenue - continuing |
|
3,307 |
1,397 |
1,405 |
801 |
963 |
|
7,873 |
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Six months ended 31 March 2010 |
|
|
|
|
|
|
|
|
|
|
|||||||
External revenue |
|
2,909 |
1,287 |
1,324 |
739 |
845 |
|
7,104 |
|
|
|||||||
Less: Discontinued operations |
|
- |
- |
- |
- |
- |
|
- |
|
|
|||||||
External revenue - continuing |
|
2,909 |
1,287 |
1,324 |
739 |
845 |
|
7,104 |
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended 30 September 2010 |
|
|
|
|
|
|
|
|
|
|
|||||||
External revenue |
|
5,985 |
2,308 |
2,739 |
1,639 |
1,797 |
|
14,468 |
|
|
|||||||
Less: Discontinued operations |
|
- |
- |
- |
- |
- |
|
- |
|
|
|||||||
External revenue - continuing |
|
5,985 |
2,308 |
2,739 |
1,639 |
1,797 |
|
14,468 |
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
(1) There is no inter-segmental trading (2) Continuing revenues from external customers arising in the UK, the Group's country of domicile, were £938 million (six months to 31 March 2010: £859 million, year ended 30 September 2010: £1,709 million). Continuing revenues from external customers arising in all foreign countries from which the Group derives revenues were £6,935 million (six months to 31 March 2010: £6,245 million, year ended 30 September 2010: £12,759 million). (3) Mexico was transferred from North America to the Rest of the World during the prior year. The comparatives have been restated accordingly. (4) Realignment between Business & Industry, Sports & Leisure and Defence, Offshore and Remote sectors during the prior period and prior year. The comparatives have been restated accordingly. |
|
||||||||||||||||
|
|
|
|||||||||||||||
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Geographical segments |
|
|
|
|||||||||||
|
|
|
North |
Continental |
UK & |
Rest of |
Central |
|
|
|
|
||||||
|
Result |
|
America |
Europe |
Ireland |
the World |
activities |
|
Total |
|
|
||||||
|
|
£m |
£m |
£m |
£m |
£m |
|
£m |
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Six months ended 31 March 2011 |
|
|
|
|
|
|
|
|
|
|
||||||
|
Total operating profit before associates and costs relating to acquisitions |
|
281 |
149 |
54 |
109 |
(30) |
|
563 |
|
|
||||||
|
Less: Discontinued operations |
|
- |
- |
- |
- |
- |
|
- |
|
|
||||||
|
Operating profit before associates and costs relating to acquisitions |
|
281 |
149 |
54 |
109 |
(30) |
|
563 |
|
|
||||||
|
Less: Amortisation of intangibles arising on acquisition |
|
(1) |
- |
(1) |
(2) |
- |
|
(4) |
|
|
||||||
|
Less: Acquisition transaction costs |
|
- |
(2) |
(1) |
(1) |
- |
|
(4) |
|
|
||||||
|
Less: Share-based payments expense - non controlling interest call option |
|
- |
- |
- |
- |
- |
|
- |
|
|
||||||
|
Operating profit before associates - continuing |
|
280 |
147 |
52 |
106 |
(30) |
|
555 |
|
|
||||||
|
Add: Share of profit of associates |
|
1 |
- |
3 |
- |
- |
|
4 |
|
|
||||||
|
Operating profit - continuing |
|
281 |
147 |
55 |
106 |
(30) |
|
559 |
|
|
||||||
|
Finance income |
|
|
|
|
|
|
|
4 |
|
|
||||||
|
Finance costs |
|
|
|
|
|
|
|
(40) |
|
|
||||||
|
Hedge accounting ineffectiveness |
|
|
|
|
|
|
|
4 |
|
|
||||||
|
Change in the fair value of investments and non- controlling interest put options |
|
|
|
|
|
1 |
|
|
||||||||
|
Profit before tax |
|
|
|
|
|
|
|
528 |
|
|
||||||
|
Income tax expense |
|
|
|
|
|
|
|
(142) |
|
|
||||||
|
Profit for the period from continuing operations |
|
|
|
|
|
|
|
386 |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Geographical segments |
|
|
|
||||||||||||||
|
|
|
North |
Continental |
UK & |
Rest of |
Central |
|
|
|
|
|||||||||
|
|
|
America |
Europe |
Ireland |
the World |
activities |
|
Total |
|
|
|||||||||
|
|
|
£m |
£m |
£m |
£m |
£m |
|
£m |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Six months ended 31 March 2010 |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total operating profit before associates and costs relating to acquisitions |
|
242 |
143 |
54 |
89 |
(28) |
|
500 |
|
|
|||||||||
|
Less: Discontinued operations |
|
- |
- |
- |
- |
- |
|
- |
|
|
|||||||||
|
Operating profit before associates and costs relating to acquisitions |
|
242 |
143 |
54 |
89 |
(28) |
|
500 |
|
|
|||||||||
|
Less: Amortisation of intangibles arising on acquisition |
|
(1) |
- |
- |
(2) |
- |
|
(3) |
|
|
|||||||||
|
Less: Acquisition transaction costs |
|
(1) |
- |
- |
- |
- |
|
(1) |
|
|
|||||||||
|
Less: Share-based payments expense - non- controlling interest call option |
|
- |
- |
- |
- |
- |
|
- |
|
|
|||||||||
|
Operating profit before associates - continuing |
|
240 |
143 |
54 |
87 |
(28) |
|
496 |
|
|
|||||||||
|
Add: Share of profit of associates |
|
2 |
- |
2 |
- |
- |
|
4 |
|
|
|||||||||
|
Operating profit - continuing |
|
242 |
143 |
56 |
87 |
(28) |
|
500 |
|
|
|||||||||
|
Finance income |
|
|
|
|
|
|
|
3 |
|
|
|||||||||
|
Finance costs |
|
|
|
|
|
|
|
(45) |
|
|
|||||||||
|
Hedge accounting ineffectiveness |
|
|
|
|
|
|
|
1 |
|
|
|||||||||
|
Change in the fair value of investments and non- controlling interest put options |
|
|
|
|
|
- |
|
|
|||||||||||
|
Profit before tax |
|
|
|
|
|
|
|
459 |
|
|
|||||||||
|
Income tax expense |
|
|
|
|
|
|
|
(125) |
|
|
|||||||||
|
Profit for the period from continuing operations |
|
|
|
|
|
|
|
334 |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
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 - non- controlling 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 |
|
|
|||||||||
|
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 non- controlling interest put options |
|
|
|
|
|
1 |
|
|
|||||||||||
|
Profit before tax |
|
|
|
|
|
|
|
913 |
|
|
|||||||||
|
Income tax expense |
|
|
|
|
|
|
|
(246) |
|
|
|||||||||
|
Profit for the year from continuing operations |
|
|
|
|
|
|
|
667 |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
Geographical segments |
Unallocated |
|
|
|
|||||||||||||
|
|
|
North |
Continental |
UK & |
Rest of |
Central |
|
Current and |
Net |
|
|
|
|||||||
|
Balance sheet |
|
America |
Europe |
Ireland |
the World |
activities |
|
deferred tax |
debt |
|
Total |
|
|||||||
|
|
£m |
£m |
£m |
£m |
£m |
|
£m |
£m |
|
£m |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
As at 31 March 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total assets |
|
2,717 |
1,250 |
2,289 |
1,211 |
3 |
|
266 |
614 |
|
8,350 |
|
|||||||
|
Total liabilities |
|
(1,195) |
(974) |
(389) |
(629) |
(245) |
|
(323) |
(1,284) |
|
(5,039) |
|
|||||||
|
Net assets/(liabilities) |
|
1,522 |
276 |
1,900 |
582 |
(242) |
|
(57) |
(670) |
|
3,311 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total assets include: |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Interests in associates |
|
6 |
- |
36 |
- |
- |
|
- |
- |
|
42 |
|
|||||||
|
Non-current assets |
|
2,018 |
530 |
2,010 |
700 |
5 |
|
246 |
66 |
|
5,575 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
As at 31 March 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total assets |
|
2,669 |
1,117 |
2,152 |
1,028 |
11 |
|
313 |
655 |
|
7,945 |
|
|||||||
|
Total liabilities |
|
(1,086) |
(967) |
(433) |
(569) |
(280) |
|
(298) |
(1,421) |
|
(5,054) |
|
|||||||
|
Net assets/(liabilities) |
|
1,583 |
150 |
1,719 |
459 |
(269) |
|
15 |
(766) |
|
2,891 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total assets include: |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Interests in associates |
|
6 |
- |
27 |
- |
- |
|
- |
- |
|
33 |
|
|||||||
|
Non-current assets |
|
1,995 |
429 |
1,914 |
607 |
9 |
|
297 |
76 |
|
5,327 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
As at 30 September 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total assets |
|
2,663 |
1,136 |
2,239 |
1,148 |
7 |
|
327 |
734 |
|
8,254 |
|
|||||||
|
Total liabilities |
|
(1,186) |
(943) |
(510) |
(638) |
(261) |
|
(288) |
(1,355) |
|
(5,181) |
|
|||||||
|
Net assets/(liabilities) |
|
1,477 |
193 |
1,729 |
510 |
(254) |
|
39 |
(621) |
|
3,073 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total assets include: |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Interests in associates |
|
6 |
- |
26 |
- |
- |
|
- |
- |
|
32 |
|
|||||||
|
Non-current assets |
|
1,964 |
504 |
1,993 |
656 |
8 |
|
297 |
80 |
|
5,502 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
(1) Non-current assets arising in the UK, the Group's country of domicile, were £1,997 million (31 March 2010: £1,906 million, 30 September 2010: £1,989 million). Non-current assets arising in all foreign countries from which the Group derives revenues were £3,266 million (31 March 2010: £3,049 million, 30 September 2010: £3,136 million). (2) Mexico was transferred from North America to the Rest of the World during the prior year. The comparatives have been changed accordingly. |
|
||||||||||||||||||
|
|
|
||||||||||||||||||
4 Financing income, costs and related gains/losses |
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Finance income and costs are recognised in the income statement in the period in which they are earned or incurred. |
||||||||
|
|
|
|
|
|
|||
|
|
Six months to 31 March |
|
Year ended |
||||
|
|
|
|
|
30 September |
|||
Finance income and costs |
|
2011 |
2010 |
|
2010 |
|||
|
£m |
£m |
|
£m |
||||
|
|
|
|
|
|
|||
Finance income |
|
|
|
|
|
|||
Bank interest |
|
4 |
3 |
|
5 |
|||
Total finance income |
|
4 |
3 |
|
5 |
|||
|
|
|
|
|
|
|||
Finance costs |
|
|
|
|
|
|||
Interest on bank loans and overdrafts |
|
4 |
3 |
|
4 |
|||
Interest on other loans |
|
26 |
32 |
|
64 |
|||
Finance lease interest |
|
1 |
1 |
|
2 |
|||
Interest on bank loans, overdrafts, other loans and finance leases |
|
31 |
36 |
|
70 |
|||
Unwinding of discount on put options held by non-controlling shareholders |
|
- |
1 |
|
- |
|||
Unwinding of discount on provisions |
|
1 |
1 |
|
1 |
|||
Amount charged to pension scheme liabilities net of expected return on scheme assets (note 10) |
|
8 |
7 |
|
15 |
|||
Total finance costs |
|
40 |
45 |
|
86 |
|||
|
|
|
|
|
|
|||
Finance costs by defined IAS 39(1) category |
|
|
|
|
|
|||
Fair value through profit and loss (unhedged derivatives) |
|
- |
5 |
|
10 |
|||
Derivatives in a fair value hedge relationship |
|
(16) |
(19) |
|
(36) |
|||
Derivatives in a net investment hedge relationship |
|
2 |
2 |
|
4 |
|||
Other financial liabilities |
|
45 |
48 |
|
92 |
|||
Interest on bank loans, overdrafts, other loans and finance leases |
|
31 |
36 |
|
70 |
|||
Fair value through profit or loss (put options held by non-controlling interests) |
|
1 |
2 |
|
1 |
|||
Outside of the scope of IAS 39 (net pension scheme charge) |
|
8 |
7 |
|
15 |
|||
Total finance costs |
|
40 |
45 |
|
86 |
|||
|
|
|
|
|
|
|||
(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 in the Company's Annual Report for the year ended 30 September 2010, 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. |
||||||||
|
|
Six months to 31 March |
|
Year ended |
||||
|
|
|
|
|
30 September |
|||
|
|
2011 |
2010 |
|
2010 |
|||
Financing related (gains)/losses |
|
£m |
£m |
|
£m |
|||
|
|
|
|
|
|
|||
Hedge accounting ineffectiveness |
|
|
|
|
|
|||
Unrealised net (gains)/losses on unhedged derivative financial instruments (1) |
|
(4) |
(1) |
|
(2) |
|||
Unrealised net (gains)/losses on derivative financial instruments in a designated fair value hedge (2) |
|
24 |
(1) |
|
(10) |
|||
Unrealised net (gains)/losses on the hedged item in a designated fair value hedge |
|
(24) |
1 |
|
8 |
|||
Total hedge accounting ineffectiveness (gains)/losses |
|
(4) |
(1) |
|
(4) |
|||
|
|
|
|
|
|
|||
Change in the fair value of investments and non-controlling interest put options |
|
|
||||||
Change in the fair value of investments (1), (3) |
|
(1) |
- |
|
(1) |
|||
Change in fair value of non-controlling interest put options (credit)/charge (1) |
|
- |
- |
|
- |
|||
Total |
|
(1) |
- |
|
(1) |
|||
|
|
|
|
|
|
|||
(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 10. |
|
|||||||
|
|
|
|
|
|
|||
5 Tax |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
The income tax expense on continuing operations for the period is based on an estimated full year effective tax rate of 27% (last full year 27%).(1) |
||||||||||
|
|
|
|
|
|
|
|
|||
Recognised in the income statement: |
|
|
|
Six months to 31 March |
|
Year ended |
||||
|
|
|
|
|
|
30 September |
||||
|
|
|
2011 |
2010 |
|
2010 |
||||
|
|
|
£m |
£m |
|
£m |
||||
|
|
|
|
|
|
|
|
|||
Current tax |
|
|
|
|
|
|
|
|||
Current year |
|
|
|
136 |
125 |
|
229 |
|||
Adjustment in respect of prior years |
|
|
|
(1) |
(10) |
|
(14) |
|||
Current tax expense/(credit) |
|
|
|
135 |
115 |
|
215 |
|||
|
|
|
|
|
|
|
|
|||
Deferred tax |
|
|
|
|
|
|
|
|||
Current year |
|
|
|
7 |
8 |
|
37 |
|||
Impact of changes in statutory tax rates |
|
|
|
1 |
- |
|
3 |
|||
Adjustment in respect of prior years |
|
|
|
(1) |
2 |
|
(9) |
|||
Deferred tax expense/(credit) |
|
|
|
7 |
10 |
|
31 |
|||
|
|
|
|
|
|
|
|
|||
Total income tax |
|
|
|
|
|
|
|
|||
Income tax expense/(credit) on continuing operations |
|
|
|
142 |
125 |
|
246 |
|||
(1) On an underlying basis. |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
The Group does not recognise deferred tax assets in respect of tax losses and other temporary differences where the recovery is uncertain. Unrecognised deferred tax assets in respect of tax losses and other temporary differences amount to £87 million (30 September 2010: £94 million). No deferred tax liability is recognised on temporary differences relating to the unremitted earnings of overseas operations as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. |
||||||||||
|
|
|
|
|
|
|
|
|||
6 Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended 31 March 2011 |
|
|||||
|
|
|
|
|
|
|
Period ended 31 March 2010 |
||||||
|
|
|
|
|
|
|
Year ended 30 September 2010 |
||||||
|
|
Six months to 31 March |
|
Year ended |
||
|
|
|
|
|
30 September |
|
Financial performance of discontinued operations |
|
2011 |
2010 |
|
2010 |
|
|
£m |
£m |
|
£m |
||
Trading activities of discontinued operations (1) |
|
|
|
|
|
|
|
|
|
|
|
||
External revenue |
|
- |
- |
|
- |
|
Operating costs |
|
- |
- |
|
(1) |
|
Loss before tax |
|
- |
- |
|
(1) |
|
Income tax (expense)/credit |
|
- |
- |
|
- |
|
Profit after tax |
|
- |
- |
|
(1) |
|
|
|
|
|
|
|
|
Disposal of net assets and other adjustments relating to discontinued operations |
|
|
|
|
|
|
Profit on disposal of net assets of discontinued operations |
|
- |
- |
|
- |
|
Release of surplus provisions and accruals related to discontinued operations (2) |
|
- |
- |
|
16 |
|
Profit before tax |
|
- |
- |
|
16 |
|
Income tax (expense)/credit (see below) |
|
- |
- |
|
(2) |
|
Total profit after tax |
|
- |
- |
|
14 |
|
|
|
|
|
|
|
|
Profit for the period from discontinued operations |
|
|
|
|
|
|
Profit/(loss) for the period from discontinued operations |
|
- |
- |
|
13 |
|
|
|
|
|
|
|
|
(1) The trading activity 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. |
|
|||||
The profit/(loss) on disposal can be reconciled to the cash inflow/(outflow) from disposals as follows: |
|
|
|
|
|
Net assets/(liabilities) disposed and disposal proceeds |
|
Six months to 31 March |
|
Year ended |
|
|
|
|
|
30 September |
|
|
2011 |
2010 |
|
2010 |
|
|
£m |
£m |
|
£m |
|
|
|
|
|
|
|
Increase/(decrease) in retained liabilities (1), (2), (3) |
|
(8) |
(4) |
|
(23) |
Profit on sale/closure of discontinued operations before tax |
|
- |
- |
|
16 |
|
|
|
|
|
|
Consideration, net of costs |
|
(8) |
(4) |
|
(7) |
|
|
|
|
|
|
Consideration deferred to future periods |
|
- |
- |
|
(2) |
Cash disposed of |
|
- |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Cash inflow/(outflow) from current year disposals |
|
- |
- |
|
(9) |
Deferred consideration and other payments relating to previous disposals |
|
- |
- |
|
- |
|
|
|
|
|
|
Cash inflow/(outflow) from disposals |
|
(8) |
(4) |
|
(9) |
|
|
|
|
|
|
(1) Includes the utilisation of disposal provisions of £4 million, utilisation of accruals of £1 million and £3 million of payment of tax liabilities in the period ended 31 March 2011. |
|||||
(2) Includes the utilisation of disposal provisions of £4 million in the period ended 31 March 2010. |
|||||
(3) 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. |
|||||
|
|
|
|
|
|
There were no assets or liabilities included in disposal groups held for sale at the balance sheet date. |
|
|
|
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 non-controlling 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. |
|||||
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
|
|
|
|
|
|
30 September |
Attributable profit |
|
2011 |
2010 |
|
2010 |
|
£m |
£m |
|
£m |
|
|
|
|
|
|
|
Profit for the period attributable to equity shareholders of the Company |
|
384 |
333 |
|
675 |
Less: Profit for the period from discontinued operations |
|
- |
- |
|
(13) |
Attributable profit for the period from continuing operations |
|
384 |
333 |
|
662 |
Add back: Amortisation of intangible assets arising on acquisition (net of tax) |
|
3 |
2 |
|
5 |
Add back: Acquisition transaction costs (net of tax) |
|
3 |
1 |
|
4 |
Add back: Share-based payments expense - non-controlling interest call option (net of tax) |
|
- |
- |
|
2 |
Add back: Loss/(profit) from hedge accounting ineffectiveness (net of tax) |
|
(3) |
(1) |
|
(3) |
Add back: Change in the fair value of investments and non-controlling interest put options (net of tax) |
|
(1) |
- |
|
(1) |
Underlying attributable profit for the period from continuing operations |
|
386 |
335 |
|
669 |
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
|
|
|
|
|
|
30 September |
Average number of shares (millions of ordinary shares of 10p each) |
|
2011 |
2010 |
|
2010 |
|
|
|
|
|
|
Average number of shares for basic earnings per share |
|
1,889 |
1,863 |
|
1,873 |
Dilutive share options |
|
13 |
8 |
|
15 |
Average number of shares for diluted earnings per share |
|
1,902 |
1,871 |
|
1,888 |
|
|
|
|
|
|
Basic earnings per share (pence) |
|
|
|
|
|
From continuing and discontinued operations |
|
20.3 |
17.9 |
|
36.0 |
From discontinued operations |
|
- |
- |
|
(0.7) |
From continuing operations |
|
20.3 |
17.9 |
|
35.3 |
Amortisation of intangible assets arising on acquisition (net of tax) |
|
0.2 |
0.1 |
|
0.3 |
Acquisition transaction costs (net of tax) |
|
0.2 |
0.1 |
|
0.2 |
Share-based payments expense - non-controlling interest call option (net of tax) |
|
- |
- |
|
0.1 |
Hedge accounting ineffectiveness (net of tax) |
|
(0.2) |
(0.1) |
|
(0.2) |
Change in the fair value of investments and non-controlling interest put options (net of tax) |
|
(0.1) |
- |
|
- |
From underlying continuing operations |
|
20.4 |
18.0 |
|
35.7 |
|
|
|
|
|
|
Diluted earnings per share (pence) |
|
|
|
|
|
From continuing and discontinued operations |
|
20.2 |
17.8 |
|
35.8 |
From discontinued operations |
|
- |
- |
|
(0.7) |
From continuing operations |
|
20.2 |
17.8 |
|
35.1 |
Amortisation of intangible assets arising on acquisition (net of tax) |
|
0.2 |
0.1 |
|
0.3 |
Acquisition transaction costs (net of tax) |
|
0.2 |
0.1 |
|
0.2 |
Share-based payments expense - non-controlling interest call option (net of tax) |
|
- |
- |
|
0.1 |
Hedge accounting ineffectiveness (net of tax) |
|
(0.2) |
(0.1) |
|
(0.2) |
Change in the fair value of investments and non-controlling interest put options (net of tax) |
|
(0.1) |
- |
|
(0.1) |
From underlying continuing operations |
|
20.3 |
17.9 |
|
35.4 |
|
|
|
|
|
|
8 Dividends |
|
|
|
|
|
|
|
|
|
|
|
The interim dividend of 6.5 pence per share (2010: 5.0 pence per share), £123 million in aggregate(1), is payable on 1 August 2011 to shareholders on the register at the close of business on 1 July 2011. The dividend was approved by the Board after the balance sheet date, and has therefore not been reflected as a liability in the interim financial statements. |
|||||
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
|
|
|
|
|
|
30 September |
Dividends paid on ordinary shares of 10p each |
|
2011 |
2010 |
|
2010 |
|
£m |
£m |
|
£m |
|
|
|
|
|
|
|
Final 2009 - 8.8p per share |
|
- |
164 |
|
164 |
Interim 2010 - 5.0p per share |
|
- |
- |
|
94 |
Final 2010 - 12.5p per share |
|
236 |
- |
|
- |
Total dividends |
|
236 |
164 |
|
258 |
|
|
|
|
|
|
(1) Based on the number of shares in issue at 31 March 2011 (1,893 million shares). |
|
|
|
|
|
9 Provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Six months to 31 March |
|
|
|||||||||||||||
|
|
|
Provisions in |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
respect of |
|
|
|
|
|
|
|
|
|
Year ended |
||||||
|
|
|
discontinued |
|
|
|
|
|
|
|
|
|
30 September |
||||||
Provisions |
|
|
and disposed |
Onerous |
|
Legal and |
Environmental |
|
Total |
|
Total |
|
2010 |
||||||
|
Insurance |
businesses |
contracts |
|
other claims |
and other |
|
2011 |
|
2010 |
|
Total |
|||||||
|
£m |
£m |
£m |
|
£m |
£m |
|
£m |
|
£m |
|
£m |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brought forward |
|
177 |
66 |
44 |
|
129 |
16 |
|
432 |
|
465 |
|
465 |
||||||
Reclassified(1) |
|
- |
- |
- |
|
- |
- |
|
- |
|
6 |
|
8 |
||||||
Expenditure in the year |
|
(4) |
(4) |
(5) |
|
(4) |
(7) |
|
(24) |
|
(21) |
|
(68) |
||||||
Charged to income statement |
|
24 |
- |
2 |
|
5 |
5 |
|
36 |
|
36 |
|
61 |
||||||
Credited to income statement |
|
- |
- |
(1) |
|
(2) |
(1) |
|
(4) |
|
(3) |
|
(44) |
||||||
Fair value adjustments arising on acquisitions |
|
- |
- |
- |
|
(1) |
- |
|
(1) |
|
- |
|
- |
||||||
Business acquisitions |
|
- |
- |
- |
|
- |
- |
|
- |
|
- |
|
7 |
||||||
Unwinding of discount on Provisions |
|
- |
- |
1 |
|
- |
- |
|
1 |
|
1 |
|
- |
||||||
Currency adjustment |
|
(3) |
- |
- |
|
3 |
- |
|
- |
|
14 |
|
3 |
||||||
Carried forward |
|
194 |
62 |
41 |
|
130 |
13 |
|
440 |
|
498 |
|
432 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
As at 31 March |
|
As at |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
30 September |
||||||
Provisions |
|
|
|
|
|
|
|
|
2011 |
|
2010 |
|
2010 |
||||||
|
|
|
|
|
|
|
|
£m |
|
£m |
|
£m |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current |
|
|
|
|
|
|
|
|
139 |
|
134 |
|
130 |
||||||
Non-current |
|
|
|
|
|
|
|
|
301 |
|
364 |
|
302 |
||||||
Total provisions |
|
|
|
|
|
|
|
|
440 |
|
498 |
|
432 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(1) Including items reclassified from accrued liabilities and other balance sheet captions. |
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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 £nil (six months ended 31 March 2010: £nil, year ended 30 September 2010: £16 million) were credited to the discontinued operations section of the income statement in the period. |
|||||||||||||||||||
|
|||||||||||||||||||
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. |
|||||||||||||||||||
10 Post-employment benefit obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 arrangements are described in more detail in note 22 of the Company's Annual Report for the year ended 30 September 2010. |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
|||||||
|
|
|
|
|
|
|
|
|
|
|
30 September |
Post-employment benefit obligations: |
|
|
|
|
|
|
Total |
|
Total |
|
2010 |
|
UK |
|
USA |
Other |
|
2011 |
|
2010 |
|
Total |
|
|
£m |
|
£m |
£m |
|
£m |
|
£m |
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
Brought forward |
|
158 |
|
121 |
111 |
|
390 |
|
336 |
|
336 |
Business acquisitions |
|
- |
|
- |
- |
|
- |
|
- |
|
1 |
Current service cost |
|
1 |
|
5 |
7 |
|
13 |
|
14 |
|
22 |
Amount charged to plan liabilities |
|
37 |
|
11 |
5 |
|
53 |
|
51 |
|
102 |
Expected return on plan assets |
|
(33) |
|
(9) |
(3) |
|
(45) |
|
(44) |
|
(87) |
Actuarial (gains)/losses |
|
(86) |
|
(15) |
(16) |
|
(117) |
|
(4) |
|
58 |
Employer contributions (1) |
|
(71) |
|
(16) |
(8) |
|
(95) |
|
(23) |
|
(43) |
Currency adjustment |
|
- |
|
(2) |
3 |
|
1 |
|
8 |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Carried forward |
|
6 |
|
95 |
99 |
|
200 |
|
338 |
|
390 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) UK employer contributions in the six months to 31 March 2011 include an exceptional £50 million contribution made to the Compass Group Pension Plan to improve its funding position in anticipation of the merger with the Compass Pension Scheme which took place with effect from 5 April 2011. |
|||||||||||
|
|||||||||||
The deficit can be reconciled to the post-employment benefit obligations reported in the condensed balance sheet as follows: |
|||||||||||
|
|
|
|
|
|
|
As at 31 March |
|
As at |
||
Post-employment benefit obligations recognised in the balance sheet |
|
|
|
|
|
|
|
|
30 September |
||
|
|
|
|
2011 |
|
2010 |
|
2010 |
|||
|
|
|
|
£m |
|
£m |
|
£m |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Total deficit of defined benefit pension plans shown in the above table |
|
|
|
|
|
|
200 |
|
338 |
|
390 |
Past service cost not recognised (1) |
|
|
|
|
|
|
(1) |
|
(2) |
|
(1) |
Post-employment benefit obligations shown in the balance sheet |
|
|
|
|
|
|
199 |
|
336 |
|
389 |
(1) To be recognised over the remaining service life in accordance with IAS 19. |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
The actuarial (gain)/loss reported in the condensed statement of comprehensive income can be reconciled as follows: |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
||
|
|
|
|
|
|
|
|
|
|
|
30 September |
Actuarial adjustments |
|
|
|
|
|
|
2011 |
|
2010 |
|
2010 |
|
|
|
|
|
|
£m |
|
£m |
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial (gains)/losses shown in the above table |
|
|
|
|
|
|
(117) |
|
(4) |
|
58 |
Increase/(decrease) in surplus not recognised |
|
|
|
|
|
|
- |
|
(1) |
|
(1) |
Actuarial (gains)/losses shown in the statement of comprehensive income |
|
|
|
|
|
(117) |
|
(5) |
|
57 |
11 Business combinations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 8 March 2011, the Group acquired Coffee Distributing Corp ("CDC") through its subsidiary Canteen Vending Services, Inc and BW HLS Holdings, Inc ("HLS") through its subsidiary Crothall Services Group, Inc for the aggregate consideration of £57 million. Building on our existing presence in this sector and now providing us with wider geographic coverage, CDC is the largest office coffee and refreshment service company in the New York, New Jersey and the Connecticut area. Based in Illinois, HLS provides support services to the Healthcare sector throughout the central United States. |
|||||||||||
In addition to the acquisitions set out above, the Group has also completed a number of smaller infill acquisitions in several countries for the total consideration of £63 million. |
|||||||||||
|
|
|
|
Acquisitions |
|
Adjustments (1) |
|
Total |
|||
|
|
|
|
|
Book |
Fair |
|
Fair |
|
Fair |
|
|
|
|
|
|
value |
value |
|
value |
|
value |
|
|
|
|
|
£m |
£m |
|
£m |
|
£m |
||
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract-related and other intangibles arising on acquisition |
|
|
|
|
39 |
39 |
|
9 |
|
48 |
|
Property, plant and equipment |
|
|
|
|
7 |
7 |
|
- |
|
7 |
|
Inventories |
|
|
|
|
10 |
10 |
|
- |
|
10 |
|
Trade and other receivables |
|
|
|
|
12 |
12 |
|
- |
|
12 |
|
Cash and cash equivalents |
|
|
|
|
2 |
2 |
|
- |
|
2 |
|
Deferred tax assets |
|
|
|
|
- |
1 |
|
- |
|
1 |
|
Other assets |
|
|
|
|
(4) |
1 |
|
- |
|
1 |
|
Investments in associate undertakings |
|
|
|
|
11 |
11 |
|
- |
|
11 |
|
Trade and other payables |
|
|
|
|
(10) |
(10) |
|
- |
|
(10) |
|
Other liabilities |
|
|
|
|
(1) |
(2) |
|
1 |
|
(1) |
|
Fair value of net assets acquired |
|
|
|
|
66 |
71 |
|
10 |
|
81 |
|
Goodwill arising on acquisition |
|
|
|
|
|
49 |
|
(10) |
|
39 |
|
Total consideration |
|
|
|
|
|
120 |
|
- |
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Satisfied by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash consideration |
|
|
|
|
|
110 |
|
- |
|
110 |
|
Deferred consideration (2) |
|
|
|
|
|
10 |
|
- |
|
10 |
|
|
|
|
|
|
|
120 |
|
- |
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash consideration |
|
|
|
|
|
110 |
|
- |
|
110 |
|
Advance cash consideration payment |
|
|
|
|
|
11 |
|
- |
|
11 |
|
Cash acquired |
|
|
|
|
|
(2) |
|
- |
|
(2) |
|
Acquisition transaction costs |
|
|
|
|
|
4 |
|
- |
|
4 |
|
Net cash outflow arising on acquisition |
|
|
|
|
|
123 |
|
- |
|
123 |
|
Deferred consideration and other payments relating to previous acquisitions |
|
|
|
|
|
|
3 |
||||
Total cash outflow arising from the purchase of subsidiary companies and investments in associated undertakings |
|
|
|
126 |
|||||||
|
|||||||||||
(1) Adjustments to provisional amounts in respect of prior year acquisitions in accordance with International Financial Reporting Standard 3 'Business Combinations 2003'. |
|||||||||||
(2) Deferred consideration is an estimate at the date of acquisition of the amount of additional consideration that will be payable in the future. Actual amounts paid can vary from the estimate depending on the terms of the transaction and for example the actual performance of the acquired business. |
|||||||||||
|
|||||||||||
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 the acquisitions in the six months to 31 March 2011 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 £19 million is expected to be deductable for tax purposes.
|
|||||||||||
Acquisition transaction costs expensed in the six months to 31 March 2011 were £4 million (2010: £1 million).
In the period from acquisition to 31 March 2011 the acquisitions contributed revenue of £13 million and operating profit of £nil to the Group's results. If the acquisitions had occurred on 1 October 2010, Group revenue for the period would have been £7,917 million and total Group operating profit (including associates) would have been £562 million. |
|||||||||||
12 Reconciliation of operating profit to cash generated by operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
|
|
|
|
|
|
30 September |
Reconciliation of operating profit to cash generated by continuing operations |
|
2011 |
2010 |
|
2010 |
|
£m |
£m |
|
£m |
|
|
|
|
|
|
|
Operating profit from continuing operations |
|
555 |
496 |
|
983 |
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
Acquisition transaction costs |
|
4 |
- |
|
5 |
Amortisation of intangible assets |
|
49 |
44 |
|
90 |
Amortisation of intangible assets arising on acquisition |
|
4 |
3 |
|
7 |
Depreciation of property, plant and equipment |
|
80 |
68 |
|
148 |
(Gain)/loss on disposal of property, plant and equipment/intangible assets |
|
1 |
1 |
|
- |
Impairment of other investments |
|
- |
- |
|
1 |
Increase/(decrease) in provisions |
|
12 |
16 |
|
(25) |
Increase/(decrease) in post-employment benefit obligations |
|
(33) |
(10) |
|
(19) |
Share-based payments expense - non-controlling interest call option |
|
- |
- |
|
2 |
Share-based payments - charged to profits |
|
5 |
5 |
|
9 |
Share-based payments - settled in cash or existing shares (1) |
|
- |
- |
|
1 |
|
|
|
|
|
|
Operating cash flows before movement in working capital |
|
677 |
623 |
|
1,202 |
|
|
|
|
|
|
(Increase)/decrease in inventories |
|
(6) |
(3) |
|
- |
(Increase)/decrease in receivables |
|
(82) |
(26) |
|
(87) |
Increase/(decrease) in payables |
|
42 |
20 |
|
215 |
|
|
|
|
|
|
Cash generated by continuing operations |
|
631 |
614 |
|
1,330 |
|
|
|
|
|
|
(1) It was originally anticipated these payments would be satisfied by the issue of new shares. |
|
13 Reconciliation of net cash flow to movement in net debt |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
This table is presented as additional information to show movement in net debt, defined as overdrafts, bank and other borrowings, finance leases and derivative financial instruments, net of cash and cash equivalents during the period. |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Six months to 31 March |
|
Year ended |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 September |
|||||||
|
Cash |
|
|
Bank |
Total overdrafts |
|
Derivative |
Total |
|
Net debt |
|
Net debt |
|
Net debt |
|||||||
Net debt |
and cash equivalents |
|
Bank overdrafts |
and other borrowings |
and borrowings |
Finance leases |
financial instruments |
Gross debt |
|
2011 |
|
2010 |
|
2010 |
|||||||
£m |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
£m |
|
£m |
|
£m |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brought forward |
643 |
|
(39) |
(1,267) |
(1,306) |
(42) |
84 |
(1,264) |
|
(621) |
|
(943) |
|
(943) |
|||||||
Net increase/ cash and cash equivalents |
(102) |
|
- |
- |
- |
- |
- |
- |
|
(102) |
|
(34) |
|
51 |
|||||||
Cash outflow from repayment of bonds |
- |
|
- |
26 |
26 |
- |
- |
26 |
|
26 |
|
200 |
|
200 |
|||||||
Cash (inflow)/ outflow from |
- |
|
1 |
2 |
3 |
- |
8 |
11 |
|
11 |
|
37 |
|
106 |
|||||||
Cash (inflow)/outflow |
- |
|
- |
- |
- |
6 |
- |
6 |
|
6 |
|
7 |
|
15 |
|||||||
(Increase)/decrease finance leases taken |
- |
|
- |
- |
- |
(1) |
- |
(1) |
|
(1) |
|
(1) |
|
(3) |
|||||||
Currency translation gains/(losses) |
2 |
|
- |
9 |
9 |
- |
(9) |
- |
|
2 |
|
(35) |
|
(11) |
|||||||
Acquisitions and cash) |
- |
|
- |
1 |
1 |
(1) |
- |
- |
|
- |
|
- |
|
(41) |
|||||||
Other non-cash movements |
- |
|
- |
27 |
27 |
- |
(19) |
8 |
|
8 |
|
3 |
|
5 |
|||||||
Carried forward |
543 |
|
(38) |
(1,202) |
(1,240) |
(38) |
64 |
(1,214) |
|
(671) |
|
(766) |
|
(621) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other non-cash movements are comprised as follows: |
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 September |
||||||
Other non-cash movements in net debt |
|
|
|
|
|
|
2011 |
|
2010 |
|
2010 |
||||||||||
|
|
|
|
|
|
£m |
|
£m |
|
£m |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bank overdrafts |
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
- |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortisation of the fair value adjustment in respect of the £250 million sterling Eurobond redeemable in 2014 |
|
|
|
2 |
|
2 |
|
4 |
|||||||||||||
Swap monetisation credit |
|
|
|
|
|
|
|
|
|
|
1 |
|
4 |
|
4 |
||||||
Unrealised net gains/(losses) on bank and other borrowings in a designated fair value hedge |
|
|
|
24 |
|
(1) |
|
(8) |
|||||||||||||
Bank and other borrowings |
|
|
|
|
|
|
|
|
|
|
27 |
|
5 |
|
- |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Changes in the value of derivative financial instruments |
|
|
|
|
|
(19) |
|
(2) |
|
5 |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other non-cash movements |
|
|
|
|
|
8 |
|
3 |
|
5 |
|||||||||||
14 Contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 March |
|
As at |
|
|
|
|
|
|
30 September |
Performance bonds, guarantees and indemnities |
|
2011 |
2010 |
|
2010 |
|
£m |
£m |
|
£m |
|
|
|
|
|
|
|
Performance bonds, guarantees and indemnities (including those of associated undertakings) (1) |
|
368 |
358 |
|
354 |
|
|
|
|
|
|
(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 16. |
|||||
|
|
|
|
|
|
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. |
|||||
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. |
15 Capital commitments |
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 March |
As at |
|||
|
|
|
|
|
30 September |
Capital commitments |
|
2011 |
2010 |
|
2010 |
|
£m |
£m |
|
£m |
|
|
|
|
|
|
|
Contracted for but not provided for |
|
80 |
69 |
|
70 |
|
|
|
|
|
|
The majority of capital commitments are for intangible assets. |
|
|
|
|
|
16 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. |
|||||
|
|
|
|
|
|
There has been no material change to the level of future minimum rentals payable under non-cancellable operating leases and concession agreements since 30 September 2010 as per note 31 of the 2010 Annual Report. |
17 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. |
|
Associates |
There were no significant transactions with associated undertakings during the period. |
|
Key management personnel |
During the period there were no material transactions or balances between the Group and its key management personnel or members of their close family, other than from remuneration. |
|
18 Post balance sheet events |
|||||
|
|||||
On 1 April 2011, Compass Group acquired PPP-Infrastructure Management Limited ('PPP-IML"') from Semperian PPP Investment Partners for a cash consideration of £11.4 million. The acquisition strengthens the Group's existing support services offer in the important sectors of Healthcare, Education and Defence. |
|||||
|
|||||
On 15 April 2011 the Group agreed to acquire the business and assets of Marquise Facilities Corporation and MHC Services Corporation in British Columbia, Canada. The transaction is expected to close at the end of May 2011, subject to clearance by the competition authorities. The business is engaged in foodservices and a range of support services for Business & Industry and Healthcare clients. Gross assets of the business at 31 December 2010 were Can$ 13.1 million (£8.4 million) and revenue in the 12 months to that date was Can$ 72.8 million (£46.4 million). The acquisition of this respected business is an important extension to the Compass and Hurley business with a strong contract base in Western Canada. |
|||||
|
|||||
On 29 April 2011, Compass Group completed the acquisition of Elior Nederland BV ('Elior Nederland'). Elior Nederland had revenues for the year ended 30 September 2010 of Eur 95.5 million (£83 million). The gross assets of Elior Nederlands as at the 30 September 2010 were Eur 28.3 million (£24.6 million). Elior Nederland is an established foodservices business, based in Amsterdam and operates in the Business & Industry, Education and Healthcare sectors. |
|||||
|
|||||
On 16 May 2011 the Group agreed to acquire the remaining 49.99% of the issued share capital which we did not already own in the Turkish joint venture Sofra Yemek Üretim ve Hizmet Anonim Şirketi ('Sofra') from STFA Yatırım Holding A.Ş. Sofra had revenues for the year ended 30 September 2010 of TRY 412.2 million (£179.4 million) and the gross assets at that date were TRY 157.7 million (£61.0 million). The completion of the transaction is conditional on clearance by the Board of the Competition Authority of the Republic of Turkey. Sofra has operated in the Turkish foodservice market and support services market for 20 years. |
|||||
|
|||||
On 16 May 2011 the Group agreed to acquire the business and assets of Tampa Bay Vending Inc/Corporate Services Group located in Florida, U.S. The transaction is expected to close on 20 May 2011, subject to confirmation of the transfer of certain contracts and clearance by the competition authorities. Gross assets of the acquired business were US$ 7.5 million (£4.6 million) as of December 31, 2010. Tampa Bay Vending is engaged in vending services in Northern and Central Florida serving Business & Industry, Education, correctional and Healthcare clients. Tampa Bay Vending generated annual revenues of US$ 28.0m (£17.3 million). This acquisition will increase and consolidate our existing presence in Florida through Canteen Vending Services. |
|||||
|
|||||
On 11 May 2011 the Group agreed a new £700 million 5 year committed bank facility. The existing committed facility of £697 million as at 31 March 2011 was cancelled with effect from the same date. |
|||||
|
|||||
19 Exchange rates |
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months to 31 March |
|
Year ended |
|
|
|
|
|
|
30 September |
Exchange rates |
|
2011 |
2010 |
|
2010 |
|
|
|
|
|
|
Average exchange rate for the period |
|
|
|
|
|
Australian Dollar |
|
1.59 |
1.77 |
|
1.74 |
Brazilian Real |
|
2.66 |
2.84 |
|
2.77 |
Canadian Dollar |
|
1.59 |
1.68 |
|
1.64 |
Euro |
|
1.16 |
1.12 |
|
1.15 |
Japanese Yen |
|
130.74 |
143.45 |
|
139.19 |
Norwegian Krone |
|
9.23 |
9.25 |
|
9.34 |
South African Rand |
|
11.02 |
11.96 |
|
11.64 |
Swedish Krona |
|
10.50 |
11.33 |
|
11.28 |
Swiss Franc |
|
1.52 |
1.65 |
|
1.63 |
UAE Dirham |
|
5.84 |
5.84 |
|
5.73 |
US Dollar |
|
1.59 |
1.59 |
|
1.56 |
|
|
|
|
|
|
Closing exchange rate as at the end of the period |
|
|
|
|
|
Australian Dollar |
|
1.55 |
1.64 |
|
1.63 |
Brazilian Real |
|
2.61 |
2.71 |
|
2.67 |
Canadian Dollar |
|
1.56 |
1.53 |
|
1.62 |
Euro |
|
1.13 |
1.11 |
|
1.15 |
Japanese Yen |
|
132.85 |
138.85 |
|
131.64 |
Norwegian Krone |
|
8.87 |
8.96 |
|
9.23 |
South African Rand |
|
10.84 |
11.10 |
|
10.99 |
Swedish Krona |
|
10.11 |
10.88 |
|
10.61 |
Swiss Franc |
|
1.47 |
1.59 |
|
1.54 |
UAE Dirham |
|
5.89 |
5.50 |
|
5.79 |
US Dollar |
|
1.60 |
1.50 |
|
1.58 |
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
|
|
|
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 period results to 2011's average exchange rates. |
· Organic growth is calculated by adjusting for acquisitions (excluding current period acquisitions and including a full period in respect of prior period acquisitions), disposals (excluded from both periods) and exchange rate movements (translating the prior period at current period exchange rates) and compares the current period results against the prior period. |
· 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 - non-controlling 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 non-controlling 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 - non-controlling interest call option, hedge accounting ineffectiveness and the change in fair value of non-controlling interest put options. |
· Underlying basic earnings per share excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, share based payments expense - non-controlling interest call option, hedge accounting ineffectiveness, the change in fair value of non-controlling interest put options and the tax attributable to these amounts. |
(d) The timetable for payment of the interim dividend of 6.5p per share is as follows:
Ex dividend date: |
29 June 2011 |
Record date: |
1 July 2011 |
Payment date: |
1 August 2011 |
(e) The Interim Results Announcement was approved by the Directors on 18 May 2011.
The Interim Results Announcement does not comprise statutory accounts within the meaning of Section 435 of the Companies Act 2006.
(f) Forward looking statements
This Interim 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.
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 noon (BST/London) on Wednesday 18 May 2011 for five working days. To hear the replay, dial +44 (0) 20 3140 0698, passcode 377350#.
· 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 |
Sarah John |
+44 (0) 1932 573000 |
Website: |