Final Results

RNS Number : 9812H
Carillion PLC
03 March 2010
 



 

Annual results for the year ended 31 December 2009

 

A leading support services company with construction capabilities in the UK, Middle East and Canada.

 

2009 results

 

·      2009 was a good year for Carillion as it consolidated its position as a leading support services company

·      Total revenue increased by 4% to £5.4bn (2008: £5.2bn), reflecting resilient business mix in challenging market conditions

 

·      Improved operating margin of 4.0% (2008: 3.7%)(1), with support services operating margin increased to 4.9% (2008: 4.6%), as the Group maintained strict contract selectivity and continued to benefit from Alfred McAlpine integration cost savings

·      Underlying profit before taxation up 16% to £182.2m (2008: £157.5m)(2), with support services making the largest contribution to operations at 52% (2008: 55%) as the Group continued to benefit from strong positions in its support services markets.  Reported profit before taxation up 27% to £147.7m (2008: £115.9m)

 

·      Underlying earnings per share (eps) up 14% to 39.0p (2008: 34.3p)(3), basic eps up 18% to 33.4p (2008: 28.4p) 

 

·      Very strong cash flow from operations of £268.2 million (2008: £198.3 million)

 

·      Strong balance sheet with net cash at 31 December 2009 of £24.9m (2008: net borrowing £226.7m)

 

·      Proposed dividend up 12% to 14.6p (2008: 13.0p) which continues strong compound annual growth rate of 14% over last five years

 

Operational highlights

 

·      Disposed of two non-core businesses, external IT Services and Enviros, and outsourced internal IT services,  generating cash proceeds of £102.4 million

 

·      Equity investments in Public Private Partnership (PPP) projects continue to generate substantial value - the sale of four investments in 2009 generated proceeds of £100.7m

 

·      Middle East construction services continued to perform strongly, contributing 21% of total underlying operating profit at an improved operating margin of 8.5% (2008: 7.4%), following successful expansion into Abu Dhabi and a strong performance in Oman

 

·      Construction services (excluding the Middle East) performed satisfactorily, contributing 13% of total underlying operating profit at a stable margin of 1.4%. 

 

·      Stable high quality order book of some £17.7 billion (2008: £20.4 billion), with the movement in order book due to PPP equity sales and non-core business disposals; excellent pipeline of probable orders and contract opportunities

 

(1) Before Joint Ventures net financial expense and taxation, intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items.

(2) After Joint Ventures taxation of £6.5m (2008: £10.7m) and before intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items

(3) Before intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items (see notes 3 and 4 to the financial information).

 

 



















Philip Rogerson, Chairman, commented:

 

"I am delighted to report that Carillion achieved its objective of delivering materially enhanced earnings in 2009, despite challenging market conditions.  In view of the wider economic environment, we expect market conditions to remain challenging in 2010.  However, our performance has demonstrated that the Group has a resilient business mix, including strong international businesses, a substantial high quality order book, a good pipeline of contract opportunities, good cash flow and a strong balance sheet.  Consequently the Group continues to be well positioned and we believe that we will make further progress in 2010." 

 

A telephone dial in facility (+44 (0) 207 190 1596) will be available from 9:00am for analysts and investors who are unable to attend the presentation.  A replay facility will be available by dialing +44 207 154 2833 from the UK, or +1 303 590 3030 from the US, and entering the access code 4253302#. The presentation can be viewed on Carillion's website at www.carillionplc.com/investors/investors_presentations.asp.


For further information contact:

 

Richard Adam, Group Finance Director

tel: +44 (0) 1902 422431

John Denning, Group Corporate Affairs Director    

tel: +44 (0) 1902 316426

Finsbury


James Murgatroyd

tel: +44 (0) 20 7251 3801

Gordon Simpson


 

3 March 2010

 

 

 

Notes to Editors:

 

Carillion is a leading support services company with a substantial portfolio of Public Private Partnership projects and extensive construction capabilities.  The Group has annual revenue of around £5 billion, employs around 50,000 people and operates across the UK, in the Middle East, Canada and the Caribbean.

In the UK, Carillion's principal market sectors are Defence, Education, Health, Facilities Management & Services, Rail, Roads, Building, Civil Engineering and Utilities Services.

 

In the Middle East, Carillion's principal market sectors are Construction and Facilities Management. In Canada and the Caribbean, the Group's main sectors are Health, Roads Maintenance and Construction.

 

Carillion's portfolio of equity investments in Public Private Partnership projects includes projects in the UK and Canada, particularly in the Defence, Education, Health and Transport sectors.

 

This and other Carillion news releases can be found at www.carillionplc.com

 

Photographs:

High resolution photographs are available free of charge to the media at www.newscast.co.uk telephone

+ 44 (0) 208 886 5895.

 

Cautionary statement

This announcement may contain indications of likely future developments and other forward-looking statements that are subject to risk factors associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These and other factors could adversely affect the Group's results, strategy and prospects. Forward-looking statements involve risks, uncertainties and assumptions. They relate to events and/or depend on circumstances in the future which could cause actual results and outcomes to differ materially from those currently anticipated. No obligation is assumed to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

Key financial figures

 



2009

2008

Change

 

Income statement





Total revenue

£m

5,426.5

5,205.8

+4%

Support services underlying operating margin(1)

 

Percentage

 

      4.9

 

        4.6

 

n/a

Total construction services underlying operating margin(1)

 

Percentage

 

      2.8

 

          2.5

 

n/a

Total underlying operating profit(1)

£m

217.3

194.1

+12%

Total underlying operating profit margin(1)

Percentage

      4.0

          3.7

n/a

Underlying profit from operations(2)

£m

    196.8

        165.2

+19%

Underlying profit before taxation(3)

£m

    182.2

        157.5

+16%

Profit before taxation

£m

    147.7

        115.9

+27%

Underlying earnings per share(4)

Pence

    39.0

        34.3

+14%

Basic earnings per share

Pence

    33.4

         28.4

+18%

Dividends





Proposed full year dividend per share

Pence

      14.6

         13.0

+12%

Underlying proposed dividend cover (1)

Times

      2.7

         2.6

n/a

Basic proposed dividend cover

Times

      2.3

         2.2

n/a

Cash flow statement





Cash generated from operations(5)

£m

    268.2

        198.3

+35%

Underlying profit from operations cash conversion

 

Percentage

 

    136.3

 

       120.0

 

n/a

Deficit pension contributions

£m

      29.0

         50.5

-43%

Balance sheet





Net cash/(borrowing)

£m

    24.9

       (226.7)

n/a

Committed borrowing facility to 2012

£m

    640.0

       590.0

n/a

Net retirement benefit liability (net of taxation)

£m

    211.1

         76.2

+177%

Net assets

£m

    777.2

       867.6

-10%

 

 

(1)   Before Joint Ventures net financial expense and taxation, intangible amortisation, impairment of other investments and non-recurring operating items (see notes 3 and 4) 

(2)  After Joint Ventures net finance expense of £14.0m (2008: £18.2m) and taxation of £6.5m (2008: £10.7m) and before intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items (see notes 3 and 4) 

(3)  After Joint Ventures taxation of £6.5m (2008: £10.7m) and before intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items (see notes 3 and 4) 

(4)  Before intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items

(5)  Before pension deficit recovery payments and non-recurring operating items and after dividends received from Joint Ventures

 

 

Summary results

Carillion achieved its objective of delivering materially enhanced earnings in 2009, despite challenging market conditions.  This strong performance reflects the resilience of the Group's business mix, the strength of the management team and the skills and commitment of Carillion's people.   

 

In line with the Group's strategy, support services continues to make the largest contribution to earnings.  This was supported by good performance in Public Private Partnership (PPP)  projects, which more than offset the expected decline in UK construction revenue, and substantial growth in Middle East and Canadian construction services. 

 

By the year end, cost savings from integrating the Carillion and Alfred McAlpine businesses had reached a run rate of £50 million per annum, in line with our expectations, and this made a significant contribution to margin and earnings growth.   

 

Revenue including joint ventures increased by four per cent to £5.4 billion (2008: £5.2 billion) and underlying profit before tax(1)  increased by 16 per cent to £182.2 million (2008: £157.5 million).  Underlying earnings per share(2) increased by 14 per cent to 39.0 pence (2008: 34.3 pence).

 

The Group's profit was again strongly cash-backed, with underlying cash flow from operations of £268.2 million (2008: £198.3 million) substantially ahead of underlying profit from operations of £196.8 million (2008: £165.2 million).  This, together with proceeds from the sale of equity investments in PPP projects and from the disposal of non-core businesses, has enabled the Group to achieve a net cash position of £24.9 million at 31 December 2009 (2008: net borrowing of £226.7 million).

 

The Group continues to have a substantial high-quality forward order book that was worth approximately £17.7 billion at the year end (2008: £20.4 billion), with the reduction since December 2008 primarily due to the sale of equity in PPP projects and the disposal of non-core businesses.  Beyond that we have a strong pipeline of probable orders and contract opportunities, particularly in support services where we have our largest ever pipeline.

 

In view of the Group's performance in 2009 and prospects for 2010, the Board is recommending a final ordinary dividend for 2009 of 10.0 pence per share, making the total dividend for 2009 14.6 pence per share, an increase of 12 per cent on the total paid in respect of 2008 (13.0 pence).

 

(1)   After Joint Ventures taxation of £6.5m (2008: £10.7m) and before intangible amortisation, impairment of other investments, non recurring operating items and non-operating items

(2)   Before intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items

 

 

Financial reporting segments and analysis

 

Operating profit by financial reporting segment



2009

2008

Change



£m

£m

%

Support services


117.7

113.5

4

Public Private Partnership projects


32.2

29.8

8

Middle East construction services


47.0

   34.5

36

Construction services (excluding the Middle East)


30.9

     28.7

8



     227.8

    206.5

10

Group eliminations and unallocated items


   (10.5)

(12.4)

15

Profit from operations before Joint Ventures





net financial expense and taxation


     217.3

    194.1

12

Share of Joint Ventures net financial expense


 (14.0)

(18.2)

23

Share of Joint Ventures taxation


(6.5)

(10.7)

39

Underlying profit from operations(1)


     196.8

    165.2

19

Intangible amortisation and impairment


   (30.8)

(54.5)

43

Non-recurring operating items


(15.2)

(22.7)

33






Reported profit from operations


     150.8

      88.0

71

 

(1) Before intangible amortisation, impairment of other investments and non-recurring operating items

 

 

Support services


2009

 £m

2008

£m

Change

%

Revenue

            - Group

            - Share of Joint Ventures

 

2,108.3

281.2

 

2,227.1

236.4

 

 

 

2,389.5

2,463.5

(3)

Underlying operating profit(1)

            - Group

            - Share of Joint Ventures

 

102.9

14.8

 

99.5

14.0

 

                       

 

117.7

113.5

                      4

 

(1)   Before intangible amortisation, impairment of other investments and non-recurring operating items

 

 

In this segment we report the results of our facilities management, facilities services, rail services, road maintenance, utility services and consultancy businesses.

 

Underlying operating profit increased by four per cent to £117.7 million, on revenue three per cent lower at £2,389.5 million, reflecting a substantial improvement in the operating margin from 4.6 per cent to 4.9 per cent.  Margins improved, despite more competitive market conditions, as a result of maintaining our financial discipline through continuing to apply strict contract selectivity criteria, together with the benefits of the Alfred McAlpine integration and re-organisation costs savings, which are coming through as expected.  

 

The reduction in revenue reflected the sale of non-core businesses, the loss of a contract to manage insurance claims for Aviva, following a strategic decision by Aviva to take in-house services that involve direct contact with their customers, and the effect of being financially disciplined and selective in respect of contract bids and re-bids. 

 

In 2009, we continued to strengthen our position as one of the UK's leading support services companies through our ability to combine our extensive skills and nationwide resources to provide innovative cost effective service solutions tailored to meet the needs of our customers.  In particular, having the skills and resources to provide all the services needed to manage and maintain large, complex property estates and infrastructure helps to differentiate Carillion from its competitors.   Our use of leading-edge technology to improve the quality and reduce the cost of these services has also become increasingly important to existing and new customers in the current economic climate. 

 

Our order book has increased following a number of notable successes during the year.  These included a £1.0 billion, seven-year contract awarded to a Carillion-led Joint Venture to provide Openreach, BT's local access network business, with nationwide asset management and maintenance services; facilities management and services contracts for the NHS worth some £240 million;  road and rail infrastructure maintenance contracts worth £250 million; and facilities management contracts for other Government, regulated and blue-chip private sector customers worth approximately £400 million. 

 

The strong positions we hold in PPP projects, both in the UK and Canada, through combining our project finance, design, construction and support services capabilities, continue to make significant contributions to this segment.  The support services forward order book relating to PPP projects currently stands at £6.9 billion and provides exceptional long-term revenue visibility, given PPP contract periods are typically between 25 and 35 years.        

 

The total value of our forward order book for support services at 31 December 2009 was £11.1 billion (2008: £10.8 billion).  At the year end, we also had a pipeline of probable new orders worth £0.6 billion (2008: £0.6 billion) and our largest ever pipeline of contract opportunities.

 

 

Public Private Partnership projects


       2009

         £m

         2008

           £m

Change

%

Revenue

            - Group

            - Share of Joint Ventures

 

1.1

214.5

 

0.9

177.5


215.6

178.4

21

Underlying operating profit(1)

            - Group

            - Share of Joint Ventures

 

-

32.2

 

(0.2)

30.0


32.2

29.8

8

 

(1)   Before intangible amortisation, impairment of other investments and non-recurring operating items

 

In this segment we report the equity returns from our investments in PPP projects.  The results of the support services and construction services we provide as part of delivering PPP projects, are reported in support services and construction services (excluding the Middle East), respectively.  

 

Our ability to combine our skills and resources in project finance, design, construction and support services to win and successfully deliver the high-quality assets and services expected from these projects, continues to generate considerable value for the Group.  

 

We target a 15 per cent internal rate of return on our investments in these projects over the life of the concession contracts, which is typically between 25 and 35 years.  Once construction of the asset is complete and the project has moved successfully into the operational phase, with the support services contract firmly established, we have the option of selling our equity investments and reinvesting the proceeds in new projects.

 

During 2009, we sold investments in four mature projects - Exeter Schools, Renfrewshire Schools, the New Accommodation Project (Cheltenham) and Allenby Connaught - generating proceeds of £100.7 million, which reflected a net present value of the cash flows from these investments based on a discount rate of some eight per cent.  Over the last six years, we have sold a total of 28 investments, generating proceeds of £279.9 million and a pre-tax profit of £105.6 million.

 

During the year, we also continued to add new projects to our portfolio: Carillion joint ventures achieved financial close on five projects - two Building Schools for the Future (BSF) programmes, namely Tameside and Durham, the Lister Surgicentre in Hertfordshire, the Royal Victoria Hospital in Barrie, Ontario and the Centre for Addiction and Mental Health in Toronto - in which Carillion expects to invest total combined equity of some £22.8 million. 

 

At the year end, we had a portfolio of 23 financially closed projects in which we had invested £46.6 million and had commitments to invest a further £74.1 million of equity.  Following the equity disposals made during 2009, the Directors' valuation of our remaining equity investments at 31 December 2009 was £115 million (2008: £216 million), based on discounting the cash flows from these investments at an average discount rate of nine per cent.  At 31 December 2009, we had a forward order book worth £2.4 billion (2008: £5.3 billion), with the reduction on 2008 largely reflecting the sale of four PPP equity investments during the year, and probable orders worth £0.2 billion (2008: £0.1 billion). 

 

Since the year end we have achieved financial close on Southmead Hospital, Bristol, in which we will invest £50 million of equity, and on the Rochdale BSF programme, in which we will initially invest some £2.4 million of equity.  We expect to make further equity investments in subsequent phases of the Rochdale programme.  In addition, we are currently the preferred bidder for the Wolverhampton BSF programme, in which we expect to invest up to £6 million of equity and we are shortlisted for a further four projects in the UK and Canada in which Carillion could potentially invest up to £59 million of equity. 

 

 

Middle East construction services


2009

£m

2008

£m

Change 

%

Revenue

            - Group

            - Share of Joint Ventures

 

130.2

423.4

 

111.7

352.5


553.6

464.2

19

Underlying operating profit(1)

            - Group

            - Share of Joint Ventures

 

6.8

40.2

 

6.4

28.1


47.0

34.5

36

 

(1)   Before intangible amortisation, impairment of other investments and non-recurring operating items

 

 

In this segment we report the results of our building and civil engineering activities in the Middle East and North Africa.

 

Our Middle East construction businesses have again performed strongly against our previously announced target of more than doubling our share of revenue from these businesses from £269 million in 2006 to around £600 million in 2009, at an operating margin in excess of six per cent.  In 2009, revenue increased by 19 per cent to £554 million, with the underlying operating margin up from 7.4 per cent to 8.5 per cent, which resulted in an increase of 36 per cent in underlying operating profit to £47.0 million.  Cash flow has also remained strong with receipts from customers in 2009 of some £555 million, which supported an increase in the dividend received from our Middle East businesses.

 

We have continued to deliver substantial growth in the Middle East, despite the slow down of construction activity in Dubai, through our strategy of geographical diversification and on focusing on a small number of financially robust customers with whom we have strong long-term relationships.  

 

We commenced operations in Abu Dhabi in early 2008, since when its contribution to Middle East revenue has increased from 20 per cent in 2008 to 55 per cent in 2009, while the contribution from Dubai has reduced as expected from 55 per cent in 2008 to 20 per cent in 2009.  Revenue in Oman has also grown significantly to leave its contribution broadly unchanged at 23 per cent, with the balance of 2 per cent coming from Egypt. 

 

The successful completion in October 2009 of the £350 million Yas Hotel, the centre piece of Abu Dhabi's new Formula 1 Grand Prix circuit, for developer ALDAR has further reinforced the reputation of Al Futtaim Carillion as one of the region's leading contractors, well positioned to continue winning high quality work.  For example, during 2009, Al Futtaim Carillion secured a number of new orders in Abu Dhabi, including a £550 million contract for ALDAR to build the Al Muneera development and a £150 million contract to build a new headquarters for the Abu Dhabi Investment Council, together with further infrastructure works for Emirates Aluminium and the Qasr Al Muwaiji museum for the Authority for Culture and Heritage, together worth some £50 million.

 

Our business in Oman, Carillion Alawi, also used its reputation as a market leader in delivering high quality projects to secure significant new contracts in 2009, the largest of which being a £275 million contract for the Royal Court Affairs to build the Majlis, a prestigious new Parliament building.  In Egypt, we continue to make progress on the construction of Cairo Festival City, for which the customer is our Joint Venture partner, The Al Futtaim Group.   

 

At the year end, Carillion's share of the forward order book of our Middle East businesses was £0.7 billion (2008: £0.8 billion).  We also had probable new orders worth approximately £0.2 billion (2008: £0.9 billion) and a pipeline of contract opportunities worth over £4 billion.

 

 

Construction services (excluding the Middle East)


2009

£m

2008

£m

Change 

%

Revenue

            - Group

            - Share of Joint Ventures

 

2,264.6

3.2

 

2,094.1

5.6


2,267.8

2,099.7

8

Underlying operating profit(1)

            - Group

            - Share of Joint Ventures

 

31.7

  (0.8)

 

26.8

1.9


30.9

28.7

8

 

(1)   Before intangible amortisation, impairment of other investments and non-recurring operating items

 

In this segment we report the results of our UK building, civil engineering and developments businesses, together with those of our construction activities in Canada and the Caribbean.

 

Total revenue increased by eight per cent to £2,267.8 million.  Within this total, UK revenue reduced slightly in line with our expectations, but this was more than offset by growth in Canada, primarily due to the acquisition of the Vanbots Group in October 2008.  Underlying operating profit increased by eight per cent, reflecting a stable operating margin of 1.4 per cent, which was a satisfactory result in challenging market conditions.  The operating margin for all our construction activities, including Middle East construction services increased to 2.8 per cent (2008: 2.5 per cent).

 

The UK contribution to revenue reduced slightly as a result of continuing to apply strict contract selectivity and risk management criteria, in order to secure high-quality projects for long-term customers in our chosen sectors of the non-housing, new-build market.  As a result, we have continued to adjust the scope and scale of our construction capability to ensure it has the critical mass necessary to support the delivery of PPP projects and the needs of our support services business, while taking account of our expectations for reduced future demand in other UK construction markets.  

 

The intake of new orders has remained healthy.  Notable successes in the UK included contracts for the Building Schools for the Future (BSF) programme worth £800 million, a £209 million contract to upgrade the A1 trunk road to motorway standard in Yorkshire, £130 million contract for a luxury residential development for Grosvenor on London's South Bank and a £116 million contract for HM Prison Low Moss in Scotland.     

 

In Canada and the Caribbean, we have had a very successful year. The acquisition of the Vanbots Group further strengthened our construction capability and leadership position in the growing PPP projects market in Canada, as evidenced by a number of major contract wins in 2009.  Notable successes in Canada included two PPP projects in the health sector - the £144 million Royal Victoria Hospital in Barrie, Ontario, and the £107 million Centre for Addiction and Mental Health in Toronto - and a £360 million contract for the revitalisation of Union Station in Toronto.    

 

At the year end, our forward order book for construction services (excluding the Middle East) was worth £3.5 billion (2008: £3.5 billion) and we had a pipeline of probable new orders worth approximately £1.0 billion (2008: £1.5 billion). 

 

Since the year end, we have achieved financial close on the Rochdale BSF programme and the Southmead Hospital PPP project in Bristol, which together will generate over £600 million of construction services revenue for Carillion.

 

Intangible amortisation and impairment of other investments

Intangible amortisation of £30.8 million (2008: £54.5 million) relates to the amortisation of intangible assets arising primarily from the acquisition of Mowlem in 2006 and Alfred McAlpine and the Vanbots Group in 2008.  The £54.5 million charge in 2008 included an impairment charge of £11.7 million in respect of the investment in the Alice Springs to Darwin railway, a PPP project acquired with Mowlem.

 

 

Non-recurring operating items

These costs are summarised in the table below.


2009

£m

2008

£m

 Rationalisation costs

(9.9)

-

 Office of Fair Trading penalty

(5.4)

-

 Curtailment gain

0.1

35.5 

 Alfred McAlpine integration and re-organisation costs

-

(55.0)

 Vanbots Group integration and re-organisation costs

-

 (3.2)


(15.2)

(22.7)

 

 

Rationalisation costs of £9.9 million relate to redundancy and other associated costs incurred in rationalising the Group's structure at the end of 2009.  This includes ensuring that the size of the Group's UK construction capability reflects the expected decline in our general construction markets, while maintaining the capability we need to support the delivery of PPP projects and meet the needs of our support services business.

 

The Office of Fair Trading (OFT) penalty of £5.4 million was imposed on Carillion JM Limited (CJM), which was formerly Mowlem plc prior to its acquisition by Carillion.  Mowlem was one of 103 companies penalised following an OFT investigation into cover pricing in the construction industry under the Competition Act 1998.  The anti-competitive activities for which Mowlem was penalised related to the activities of Mowlem prior to its acquisition by Carillion in February 2006.  No other Carillion companies were subject to the OFT investigation.  

 

A curtailment gain of £35.5 million was recognised in 2008, as a result of closing four Carillion defined benefit pension schemes to future accrual, net of £2.8 million of expenses.   From 31 December 2009, benefits paid in respect of the Alfred McAlpine Pension Plan will no longer be linked to final salary (see "Retirement benefits").  This gave rise to a curtailment gain of £0.1 million (net of expenses).

 

Non-operating items

Non-operating income in 2009 amounted to £11.5 million (2008: £35.6 million) and comprised a profit of £1.2 million on the sale of investments in PPP projects and a provisional profit of £10.3 million on the sale of two non-core businesses - Carillion IT Services and the Group's environmental consultancy business, Enviros.

 

Net financial expense

The Group had a net financial expense of £14.6 million (2008: £7.7 million).  This comprised a net expense of £15.8 million in respect of borrowings, a net interest charge of £2.2 million in respect of retirement benefit schemes and an interest credit of £3.4 million in respect of loans to Special Purpose Companies for PPP projects.

 

Taxation

The effective tax rate on underlying profit was 16 per cent, which is below the UK standard rate of corporation tax, principally reflecting the change to UK legislation in July 2009 that made dividends received from overseas companies exempt from UK taxation, together with the utilisation of UK tax losses.  At 31 December 2009 the Group had £375 million (2008: £355 million) of corporate tax losses in the UK that are available to reduce future tax payments. 

 

Earnings per share

Underlying earnings per share increased by 14 per cent to 39.0 pence (2008: 34.3 pence). This substantial increase reflected the Group's strong operating performance, notably through growing operating margins and by reducing central costs.

 

Dividend

Carillion has a dividend policy of progressively increasing the dividend paid to shareholders broadly in line with earnings growth, after taking account of the investment needs of the business. Consistent with this policy, the Board has recommended a final dividend in respect of 2009 of 10.0 pence, making the full-year dividend 14.6 pence, an increase of 12 per cent on the total paid in respect of 2008 (13.0 pence). Underlying dividend cover was 2.7 times (2008: 2.6 times).

 

 

Cash flow

A summary of the Group's cash flows is shown below.

 

 

 

2009

£m

2008

£m

Underlying Group operating profit

130.9

120.1

Depreciation and other non-cash items

38.8

19.2

Working capital

59.9

34.0

Dividends received from Joint Ventures

38.6

25.0

Total underlying cash inflow from operations

268.2

198.3

Deficit pension contributions

(29.0)

(50.5)

Restructuring costs

(17.1)

(32.4)

Interest, tax and dividends

(63.2)

(62.2)

Net capital expenditure

(47.3)

(26.4)

Acquisitions and disposals

142.7

(227.0)

Other

(2.7)

18.4

Change in net borrowing

251.6

(181.8)

Net borrowing at 1 January

(226.7)

(44.9)

Net cash/(borrowing) at 31 December

24.9

(226.7)

 

Average net borrowing

     (274.4)

(329.8)(1)

 

(1)   Post the acquisition of Alfred McAlpine

 

Our continuing focus on strong cash management and the delivery of cash-backed profit has produced underlying cash flow from operations of £268.2 million, significantly ahead of underlying profit from operations of £196.8 million.  This, together with proceeds from the sale of four investments in PPP projects and from the disposal of non-core businesses, namely, Carillion IT Services and Enviros, has resulted in the Group having net cash at 31 December 2009 of £24.9 million, compared with net borrowing of £226.7 million at 31 December 2008.

 

Additional cash payments to the Group's pension's schemes amounted to £29.0 million, in line with our pension deficit recovery plan. The cash cost of restructuring of £17.1 million includes costs relating to the integration of the Alfred McAlpine and Vanbots Group businesses, which were acquired in 2008, and costs relating to restructuring the Carillion Group, as described under Non-recurring operating items on page 10.  Net capital expenditure of £47.3 million was higher than in 2008 because the latter was net of disposal proceeds of £15.0 million not repeated in 2009.  Overall capital expenditure was higher than the Group's annual depreciation charge, because of additional investment in IT infrastructure, in order to accommodate the Alfred McAlpine businesses and deliver planned synergy benefits, and in plant and equipment to support the growth of our business in Canada.  The cash inflow in respect of acquisitions and disposals in 2008 reflected £157.9 million of proceeds (net of costs) from the sale of investments in PPP projects and non-core businesses, net of £15.2 million of further investments in PPP projects.

 

 

 

Balance sheet

Carillion's balance sheet remains strong and is supported by committed bank facilities of £655 million, the largest of which is a £590 million syndicated facility, which matures in September 2012.

 

 

 

2009

£m

2008

£m

Property, plant and equipment

168.2

167.2

Intangible assets

1,241.3

1,276.9

Investments

177.1

238.6


1,586.6

1,682.7

Inventories, receivables and payables

(608.0)

(490.4)

Net retirement benefits liability (net of tax)

(211.1)

(76.2)

Other

(15.2)

(21.8)

Net operating assets

752.3

1,094.3

Net cash/(borrowing)

24.9

(226.7)

Net assets

777.2

867.6

 

 

Intangible assets reduced primarily as a result of amortisation.  The reduction in investments reflects the sale of four of the Group's equity investments in PPP projects. The movement in inventories, receivables and payables was primarily due to a £40 million receipt resulting from outsourcing Carillion's internal IT functions to Accenture, as announced in June 2009, and a reduction in working capital of some £33 million arising from the disposal of Enviros and our external IT business.  The increase in the Group's net retirement benefits liability was due to a number of factors, but primarily reflects a reduction in market bond yields since December 2008, partially offset by additional cash payments to our pension schemes under our pension deficit recovery plan and a curtailment gain, which is explained below in the section headed Retirement benefits.

 

Retirement benefits

The Group's ongoing pensions charge against profit in 2009 was £28.6 million (2008: £35.8 million).   After additional cash payments to the Group's pension schemes of £29.0 million (2008: £50.5 million), in line with our deficit recovery plan, and a curtailment gain of £3.3 million (2008: £38.3 million), the Group's pension schemes had a total deficit net of tax at 31 December 2009 of £211.1 million (2008: £76.2 million).   As part of the Group's strategy for managing the risks and liabilities associated with its defined benefit pension schemes, the benefits for members of the Alfred McAlpine Pension Plan will, as with other Carillion schemes, no longer be linked to final salary with effect from 31 December 2009. 

 

Committed bank facilities 

The Group's main committed bank facilities of £655 million comprise a £590 million syndicated five-year facility, bilateral facilities of £50 million and a £15 million 364-day facility.  The £590 million facility is repayable on 30 September 2012, having been arranged in September 2007 on favourable terms, before the severe tightening of the credit markets.  The bilateral facilities have repayment dates of between September and December 2012.  These facilities have proved to be been more than adequate to support the operations of the group.

 

Operational risk management

The application of rigorous risk management policies and processes also plays an essential role in our success.  These policies and processes are firmly embedded in our culture and designed to identify, mitigate and manage strategic risks and those specific to individual business and contracts including economic, social, environmental and ethical risks.  We apply our risk management processes to every aspect of our operations, from choosing our market sectors and the contracts for which we bid, to the selection of our customers, partners and suppliers.  We also apply them to every stage of a contract, from its inception to completion, in order to deliver high quality services for our customers and the cash backed profit we expect.

 

Financial risk management

Carillion has policies and procedures in place to manage all areas of significant financial risk and has a centralised Treasury function whose primary role is to manage funding, liquidity and financial risks.  In respect of funding and liquidity, Carillion has a strong balance sheet supported by substantial borrowing facilities.  These are reviewed regularly by the Board to ensure they continue to be more than adequate to support the operations of the Group.  Significant financial transactions are undertaken only with counter parties that have strong credit ratings, with the limits and requirements in respect of such transactions being reviewed regularly by the Board.   The Group hedges all significant currency transaction exposures to protect the Group's balance sheet from the impact of exchange rate volatility. 

 

The average and year end exchange rates used to translate the Group's overseas operations were as follows.

 

£sterling

Average

Year End


2009

2008

2009

2008

Middle East (US Dollar)

1.56

1.84

1.61

1.44

Oman (Rial)

0.60

0.71

0.62

0.55

UAE (Dirhams)

5.72

6.75

5.93

5.28

Canada (Dollar)

1.78

1.95

1.69

1.77

Trinidad (Dollar)

9.81

11.52

10.23

9.04

 

Group key performance indicators for 2010

The Group has set the following key performance indicators for 2010.

·      Attract, develop and retain excellent people

·      Be a recognised leader in Health and Safety, and Sustainability in the sectors in which we operate

·      Continuously improve customer satisfaction and brand reputation

·      Continue to reduce costs and improve efficiency to support earnings growth

·      Generate cash-backed profit.

 

 

Board of Directors

In December 2009, the executive responsibilities for the Group's UK Building, Private Finance and Middle East businesses were combined to streamline Board responsibilities and reflect the strategic development and needs of these businesses, which share common skill sets.  Richard Howson, who has been Managing Director of the Middle East businesses since July 2007, was appointed to the Board on 10 December 2009 as the Executive Director responsible for those businesses and for our UK Building and Private Finance businesses.  Richard brings to the Board considerable knowledge and experience that will enable him to make a significant contribution to the Group's future development.  David Hurcomb, the Executive Director responsible for UK Building and Private Finance, decided to step down from the Board on 8 December 2009.  David left the Group with the Board's best wishes and grateful thanks for the contribution he has made to Carillion and to the development of our UK Building business in particular. 

 

Outlook and prospects

In view of the wider economic environment, we expect market conditions to remain challenging in 2010. However, we have a substantial high-quality order book and a good pipeline of contract opportunities in each of our business segments.  Consequently, the Group continues to be well positioned with a resilient business mix and we believe we will make further progress in 2010.

 

The Group's order book was worth approximately £17.7 billion at the year end (2008: £20.4 billion), with the reduction since December 2008 primarily due to the sale of equity in PPP projects and the disposal of non-core businesses.  In addition, we had a pipeline of probable new orders worth some £2.0 billion at the year end (2008: £3.1 billion).

 

In support services, the outlook is positive. We have our largest ever pipeline of contract renewal and new contract opportunities and currently only some 15 per cent of expected revenue in 2010 is not already covered by our order book and probable orders. The level of new contract opportunities reflects the pressure on both public and private sector organisations to reduce costs and increase efficiency through outsourcing non-core services.  We expect this trend to continue and in the public sector to accelerate following the UK General Election in 2010, as both central and local government are expected to step up their efforts to reduce the costs of delivering better public services.  As market conditions are expected to remain competitive, we will maintain our financial discipline and continue to apply strict contract selectivity criteria in order to underpin our margins.  Having increased our operating margin in this segment to 4.9 per cent in 2009 (2008: 4.6 per cent), we are targeting a margin of around five per cent in 2010.

 

In Public Private Partnership projects, we have a good pipeline of concession contracts for which we are either the preferred bidder or shortlisted.  This reflects the strong positions we have in our target market sectors in the UK and in Canada, where we expect continuing opportunities for new projects, notably in the education sector in the UK and in the health sector in Canada.  Consequently, we expect to continue adding new PPP projects to our portfolio.  We also expect to continue to explore opportunities for selling equity investments in mature projects, namely once construction of the asset has been completed and the project has moved successfully into the operational phase with the support services contract fully established.  Therefore, we expect to continue generating significant value for the Group through our PPP equity investments.    

 

In Middle East construction services, currently some 85 per cent of expected revenue in 2010 is already covered by our order book and probable orders.  In addition, we have a strong pipeline of contract opportunities that is currently worth over £4 billion, the largest elements of which are in Abu Dhabi and Oman.  Given our reputation for delivering projects to the highest standards of quality and reliability, we expect to continue benefiting from the region's major investment programmes, notably in Abu Dhabi and Oman, and also in Qatar where we have recently established a new business.  Following the global economic downturn, rather than negotiating contracts, we are now tendering competitively for contracts in this region.  As a result, our operating margin is expected to reduce from the very high level we achieved in 2009 of 8.5 per cent (2008: 7.4 per cent).  However, we are still targeting a healthy margin of over six per cent in 2010.  Furthermore,  given the scale of opportunities we have in the region, we believe that the medium to long-term outlook also  continues to be positive, with margins expected to stabilise in the medium term at between five and six per cent.   

 

In construction services (excluding the Middle East), we expect the contribution to revenue from the UK to continue to decline in 2010, in line with our expectations,  by applying strict contract selectivity criteria.  In Canada, we expect further growth in 2010 partially to offset the reduction in UK revenue.  Through contract selectivity we will continue to ensure that the size of our construction business is appropriate to support the delivery of PPP projects, the needs of our support services business and our expectations for reduced demand in our other UK construction markets.  We have already made significant progress in this regard and 100 per cent of our expected revenue for the year in this segment is already covered by the order book and probable orders.  Maintaining financial discipline and contract selectivity will also support our objective of moving the combined operating margin for all our construction activities, including Middle East, towards three per cent in 2010.

 


Consolidated income statement

for the year ended 31 December




 

 

 

Note

2009

£m

2008

£m

Total revenue


5,426.5

5,205.8

Less: Share of jointly controlled entities' revenue


(922.3)

(772.0)

Group revenue

2

4,504.2

4,433.8

Cost of sales


(4,154.4)

(4,069.4)

Gross profit


349.8

364.4

Administrative expenses


(262.4)

(329.8)

Other operating (expense)/income


(2.5)

8.3

Group operating profit


84.9

42.9

Analysed between:




Group operating profit before intangible amortisation, impairment of other investments and non-recurring operating items


 

130.9

 

120.1

Intangible amortisation and impairment of other investments

3

(30.8)

(54.5)

Non-recurring operating items(1)

4

(15.2)

(22.7)





Share of results of jointly controlled entities

2

65.9

45.1

Analysed between:




Operating profit


86.4

74.0

Net financial expense


(14.0)

(18.2)

Taxation


(6.5)

(10.7)





Profit from operations


150.8

88.0

Analysed between:




Profit from operations before intangible amortisation, impairment of other investments and non-recurring operating items


 

196.8

 

165.2

Intangible amortisation and impairment of other investments          

3

(30.8)

(54.5)

Non-recurring operating items(1)

4

(15.2)

(22.7)





Non-operating items

4

11.5

35.6

Net financial expense

5

(14.6)

(7.7)

Analysed between:




Financial income


113.4

137.4

Financial expense


(128.0)

(145.1)





Profit before taxation


147.7

115.9

Analysed between:




Profit before taxation, intangible amortisation, impairment of other investments, non-recurring operating items and non-operating items


 

182.2

 

157.5

Intangible amortisation and impairment of other investments          

3

(30.8)

(54.5)

Non-recurring operating items(1)

4

(15.2)

(22.7)

Non-operating items

4

11.5

35.6





Taxation

6

(11.5)

(4.1)

Profit for the year


136.2

111.8





Profit attributable to:




Equity holders of the parent


132.4

108.3

Minority interests


3.8

3.5

Profit for the year


136.2

111.8





Earnings per share

7



Basic


33.4p

28.4p

Diluted


33.2p

28.2p

 

(1)   This includes rationalisation costs, curtailment gains and the Office of Fair Trading penalty (see note 4).

 

 

 

 

 

 

 

Consolidated statement of comprehensive income

for the year ended 31 December

 




2009



         

                   2008(1)



£m

 £m


£m

£m

Profit for the year



136.2



111.8

Net gain/(loss) on hedge of net investment in foreign operations


1.0



(8.9)


Currency translation differences on foreign operations


(20.0)



8.9


Currency translation differences relating to minority interests


0.1



0.2


Actuarial losses on defined benefit pension schemes


(220.0)



(92.7)




(238.9)



(92.5)


Taxation in respect of the above


61.3



27.8


Share of recycled cash flow hedges within jointly controlled entities (net of taxation)


9.9



10.4


Share of change in fair value of effective cash flow hedges within jointly controlled entities (net of taxation)


 

(8.3)



 

(13.1)









Other comprehensive expense for the year



(176.0)



(67.4)

Total comprehensive (expense)/income for the year



(39.8)



44.4








Attributable to:







Equity holders of the parent



(43.7)



40.7

Minority interests



3.9



3.7




 

(39.8)



44.4

 

(1)   Restated on adoption of IFRIC 14 (see note 13)

 

 

Consolidated statement of changes in equity

for the year ended 31 December

 


Share

capital

£m

Share

premium

£m

Translation

reserve

£m

Hedging

reserve

£m

Fair value

reserve

£m

      Merger

      reserve

             £m

Retained

earnings

            £m

             Equity

  shareholders

               funds

                   £m

Minority

interests

        £m

          Total

          equity

               £m

At 1 January 2009 as previously reported

 

197.8

 

12.9

 

(0.9)

 

(17.0)

 

-

 

449.1

 

227.3

 

869.2

 

3.4

 

872.6

Impact of adoption of IFRIC 14

-

-

-

-

-

-

(5.0)

(5.0)

-

(5.0)

At 1 January 2009 as restated

197.8

12.9

(0.9)

(17.0)

-

449.1

222.3

864.2

3.4

867.6

Total comprehensive (expense)/income

 

-

 

-

 

(19.2)

    

 1.6

 

-

 

-

 

(26.1)

 

(43.7)

 

3.9

 

(39.8)

New share capital issued

0.8

3.9

-

-

-

-

-

4.7

-

4.7

Acquisition of own shares

-

-

-

-

-

-

(4.2)

(4.2)

-

(4.2)

Share options exercised by employees

 

-

 

-

 

-

 

-

 

-

 

-

 

0.5

 

0.5

 

-

 

0.5

Equity settled transactions(1)

-

-

 

-

-

-

-

2.8

2.8

-

2.8

Transfer between reserves

-

-

-

-

-

(29.7)

29.7

-

-

-

Dividends paid

-

-

-

-

-

          -

(53.4)

(53.4)

(1.0)

(54.4)












At 31 December 2009

198.6

16.8

(20.1)

   (15.4)

-

 419.4

171.6

770.9

6.3

777.2












At 1 January 2008 as previously reported

 

140.6

 

8.6

 

(2.8)

 

  (14.3)

 

      0.9

 

  166.2

 

202.4

 

501.6

 

1.3

 

502.9

Impact of adoption of IFRIC 14

-

-

-

-

-

-

(15.6)

(15.6)

-

(15.6)

At 1 January 2008 as restated

140.6

8.6

(2.8)

(14.3)

      0.9

  166.2

186.8

486.0

1.3

487.3

Total comprehensive income/ (expense)(2)

 

-

 

-

 

1.9

 

(2.7)

 

-

 

-

 

41.5

 

40.7

 

 3.7

 

     44.4

New share capital issued

57.2

4.3

-

-

-

  325.0

 -

386.5

-

386.5

Acquisition of own shares

-

-

-

-

-

-

(4.7)

(4.7)

-

(4.7)

Equity settled transactions(1)

-

-

-

-

-

-

2.4

2.4

-

2.4

Transfer to income statement

-

-

-

-

(0.9)

-

-

(0.9)

-

(0.9)

Transfer between reserves

-

-

-

-

-

(42.1)

42.1

  -

-

-

Dividends paid

-

-

-

-

-

-

(45.8)

 (45.8)

(1.6)

(47.4)












At 31 December 2008

197.8

12.9

(0.9)

   (17.0)

-

  449.1

222.3

         864.2

3.4

867.6












(1)   Net of deferred tax

(2)    Restated on adoption of IFRIC 14 (see note 13)

 

                                                                                    

Consolidated balance sheet

as at 31 December

 


Note

             2009

               £m

                     

 

2008(1)

                           £m

 

1 January

2008(1)

£m

Non-current assets





Property, plant and equipment


168.2

167.2

131.5

Intangible assets


1,241.3

1,276.9

555.8

Retirement benefit assets


2.6

37.1

11.6

Investments in jointly controlled entities


133.3

238.6

185.9

Other investments


43.8

-

14.5

Deferred tax assets


132.5

103.9

13.7






Total non-current assets


1,721.7

1,823.7

913.0






Current assets





Inventories


37.2

44.6

30.5

Trade and other receivables


1,038.4

1,186.8

858.7

Cash and cash equivalents

10

267.2

257.3

327.5

Income tax receivable


4.6

0.6

2.2

Derivative financial instruments


1.0

1.1

-






Total current assets


1,348.4

1,490.4

1,218.9






Total assets


3,070.1

3,314.1

2,131.9






Current liabilities





Borrowing


(54.0)

(58.0)

(13.9)

Derivative financial instruments


-

-

(0.7)

Trade and other payables


(1,683.6)

(1,721.8)

(1,175.7)

Provisions


(12.5)

(23.4)

(6.9)

Income tax payable


(11.3)

(3.1)

(2.3)






Total current liabilities


(1,761.4)

(1,806.3)

(1,199.5)






Non-current liabilities





Borrowing


(188.3)

(426.0)

(358.5)

Retirement benefit liabilities


(296.4)

(146.2)

(57.5)

Deferred tax liabilities


(37.3)

(60.0)

(22.4)

Provisions


(9.5)

(8.0)

(6.7)






Total non-current liabilities


(531.5)

(640.2)

(445.1)






Total liabilities


(2,292.9)

(2,446.5)

(1,644.6)






Net assets

2

777.2

867.6

487.3






Equity





Issued share capital


198.6

197.8

140.6

Share premium


16.8

12.9

8.6

Translation reserve


    (20.1)

(0.9)

(2.8)

Hedging reserve


  (15.4)

(17.0)

(14.3)

Fair value reserve


-

-

0.9

Merger reserve


419.4

449.1

166.2

Retained earnings


171.6

222.3

186.8






Equity attributable to shareholders of the parent


770.9

864.2

486.0

Minority interests


6.3

3.4

1.3

 

Total equity


 

777.2

 

867.6

 

487.3

(1) Restated on adoption of IFRIC 14 (see note 13)

 

 

Consolidated cash flow statement

for the year ended 31 December

 





Note

2009

£m

2008

£m

Cash flows from operating activities




Group operating profit


84.9

42.9

Depreciation, amortisation and impairment


67.7

86.5

Loss/(profit) on disposal of property, plant and equipment


2.5

(8.3)

Share based payment expense


3.9

3.4

Other non-cash movements


(4.5)

(7.9)

Non-recurring operating items


15.2

22.7





Operating profit before changes in working capital


169.7

139.3

Decrease in inventories


4.1

4.1

Decrease/(increase) in trade and other receivables


107.3

(130.1)

(Decrease)/increase in trade and other payables


(51.5)

160.0





Cash generated from operations before pension deficit recovery

payments and restructuring costs


 

229.6

 

173.3

Deficit recovery payments to pension schemes


(29.0)

(50.5)

Restructuring costs


(17.1)

(32.4)





Cash generated from operations


183.5

90.4

Financial income received


11.6

17.1

Financial expense paid


(23.3)

(36.6)

Taxation


2.9

4.7





Net cash flows from operating activities


174.7

75.6





Cash flows from investing activities




Disposal of property, plant and equipment


5.5

20.5

Disposal of investments in jointly controlled entities


100.7

85.8

Dividends received from jointly controlled entities


38.6

25.0

Disposal of businesses, net of cash disposed of

12

57.2

-

Acquisition of subsidiaries, net of cash acquired


-

(138.2)

Acquisition of intangible assets


(4.3)

(2.7)

Acquisition of property, plant and equipment


(48.5)

(44.2)

Acquisition of equity in, and loan advances to, jointly controlled entities


(15.2)

(28.4)

Acquisition of other non-current asset investments


-

(1.7)





Net cash flows from investing activities


134.0

(83.9)





Cash flows from financing activities




Proceeds from issue of share capital


1.0

0.3

Repayment of bank and other loans


(233.6)

(7.8)

Payment of finance lease liabilities


(16.8)

(16.3)

Dividends paid to equity holders of the parent


(53.4)

(45.8)

Dividends paid to minority interests


(1.0)

(1.6)





Net cash flows from financing activities


(303.8)

(71.2)





Increase/(decrease) in net cash and cash equivalents

4.9

(79.5)

Net cash and cash equivalents at 1 January


250.0

323.8

Effect of exchange rate fluctuations on net cash and cash equivalents


(2.5)

5.7





Net cash and cash equivalents at 31 December

10 

252.4

250.0

 

 

1     Basis of preparation

Carillion plc (the 'Company') is a company domiciled in the United Kingdom (UK). The consolidated financial statements of the Company for the year ended 31 December 2009 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interest in jointly controlled entities.

 

The financial information set out herein (which was approved by the Board on 3 March 2010) does not constitute the Company's statutory accounts for the years ended 31 December 2009 and 2008 but is derived from the 2009 statutory accounts.  The statutory accounts for the year ended 31 December 2008 have been reported on by the Company's auditors and delivered to the Registrar of Companies.  The statutory accounts for the year ended 31 December 2009 will be delivered following the Company's Annual General Meeting.  The auditors have reported on those accounts; their report was unqualified, did not include references to any matter which the auditors drew attention by way of emphasis without qualifying their report and did not contain statements under section 237(2) or (3) of the Companies Act 1985.

 

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.  The following new accounting standards and interpretations which are effective from 1 January 2009 have been adopted in the year:

 

·      Amendments to International Accounting Standard (IAS) 1 'Presentation of financial statements - A revised presentation'

·      Revised International Accounting Standard (IAS) 23 'Borrowing costs'

·      International Financial Reporting Standard (IFRS) 8 'Operating segments'

·      International Financial Reporting Interpretations Committee (IFRIC) 14 'The limit on a defined benefit asset, minimum funding requirements and their interaction'

·      Amendments to International Financial Reporting Standard (IFRS) 2 'Share-based payment'

·      Amendments to International Financial reporting Standard (IFRS) 7 'Improving disclosures about financial instruments'

 

IAS 1 'Presentation of financial statements' requires the presentation of a consolidated statement of changes in equity as a primary statement rather than as a note.  Since this change is presentational only, there is no impact on the Group's profit or earnings per share.

 

IAS 23 'Borrowing costs' requires the Group to capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of the asset.  Previously, Group subsidiaries immediately recognised all borrowing costs as an expense.  Revised IAS 23 has been applied prospectively from 1 January 2009 and has no impact on the Group's net assets, profit or earnings per share.

 

IFRS 8 'Operating segments' requires operating segments to be identified on the basis of information that internally is provided to the Group Chief Executive, who is the Group's chief operating decision maker.  Following adoption of IFRS 8, Middle East construction services has been classified as a separate operating segment, whereas previously it was a component of the construction services segment.  Since this change is presentational only, there is no impact on the Group's profit or earnings per share.

 

IFRIC 14 'The limit on a defined benefit asset, minimum funding requirements and their interaction' limits the amount of defined benefit pension assets which can be recognised on certain schemes where the Group does not have an unconditional right to the refund of any surplus which may exist.  This results in the derecognition of any surplus and the recognition of a liability for deficit funding arrangements.  Comparative information has been restated for the effect of the retrospective application of IFRIC 14, the impact of which has been to reduce net assets at 1 January 2009 by £5.0m (see note 13).  The adoption of IFRIC 14 has no impact on the Group's profit or earnings per share.

 

The adoption of Amendments to IRFS 2 'Share based payment - vesting conditions and cancellations' and Amendments to IFRS 7 'Improving disclosures about financial instruments' in the current year has had no impact on the Group's financial statements.

  

In addition to the above, amendments to a number of standards under the annual improvements project to IFRS, which are mandatory for the year ended 31 December 2009, have been adopted in 2009.  None of these amendments have had a material impact on the Group's financial statements.

 

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement itself does not contain sufficient information to comply with IFRS.  The Company will make available the full financial statements that comply with IFRS by 31 March 2010.

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are described in Financial reporting segments and analysis above.  The Group has considerable financial resources, including £640 million of committed facilities expiring on 30 September 2012.  The Group also has long-term contracts with a number of customers 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.  The Directors confirm that, after making enquiries, they have a reasonable expectation that the Company and the Group have 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.

 

The following principal standards and interpretations are effective for the year ended 31 December 2010:

·      International Accounting Standard (IAS) 27 'Consolidated and separate financial statements (revised 2008)'

·      International Financial Reporting Interpretations Committee (IFRIC) 12 'Service concession arrangements'

·      Revised International Financial Reporting Standard (IFRS) 3 'Business combinations'

·      International Financial Reporting Interpretations Committee (IFRIC) 15 'Construction of real estate'

·      International Financial Reporting Interpretations Committee (IFRIC) 16 'Hedges of a net investment in a foreign operation'

 

The Group has considered the impact of these new standards and interpretations in future periods on profit, earnings per share and net assets.  The principal impact of the above is in relation to IFRIC 12, which is expected to reduce net assets at 1 January 2010 by £9.2 million.  The Group has chosen not to early adopt any of the above standards and interpretations.

 

 

2        Segmental reporting

 

 

Segment information is presented in respect of the Group's strategic operating segments.  The operating segment reporting format reflects the differing economic characteristics and nature of the services provided by the Group and is the basis on which strategic operating decisions are made by the Group Chief Executive.

 

Inter-segment pricing is determined on an arm's length basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 

Operating segments

The Group is comprised of the following main operating segments:

 

Support Services

In this segment we report the results of our facilities management, facilities services, road maintenance, rail services, utility services and consultancy businesses.

 

Public Private Partnership projects

In this segment we report the equity returns on our investments in Public Private Partnership projects in our chosen sectors of Defence, Health, Education, Transport, Secure and other Government accommodation.

 

Middle East Construction Services

In this segment we report the results of our building and civil engineering activities in the Middle East and North Africa.

 

Construction Services (excluding the Middle East)

In this segment we report the results of our UK building, civil engineering and developments businesses and our construction activities in Canada and the Caribbean.

  

 

Segmental revenue and profit

 


2009


2008  


Revenue

Operating profit before intangible amortisation, impairment and  non-recurring operating items


              Revenue

Operating profit before intangible amortisation, impairment and  non-recurring operating items


£m

£m


£m

£m

Support services






Group

2,108.3

102.9


2,227.1

99.5

Share of jointly controlled entities

281.2

14.8


236.4

14.0


2,389.5

117.7

 


2,463.5

113.5

Inter-segment

117.7

-


124.3

-







Total

2,507.2

117.7


2,587.8

113.5







Public Private Partnership projects






Group

1.1

-


0.9

(0.2)

Share of jointly controlled entities

214.5

32.2


177.5

30.0


215.6

32.2


178.4

29.8

Inter-segment

-

-


-

-







Total

215.6

32.2


178.4

29.8







Middle East construction services






Group

130.2

6.8


111.7

6.4

Share of jointly controlled entities

423.4

40.2


352.5

28.1


553.6

47.0


464.2

34.5

Inter-segment

-

-


-

-







Total

553.6

47.0


464.2

34.5







Construction services (excluding the Middle East)






Group

2,264.6

31.7


2,094.1

26.8

Share of jointly controlled entities

3.2

(0.8)


5.6

1.9


2,267.8

30.9


2,099.7

28.7

Inter-segment

57.7

-


39.5

-







Total

2,325.5

30.9


2,139.2

28.7







Group eliminations and unallocated items

 

(175.4)

 

(10.5)


 

(163.8)

 

(12.4)







Consolidated






Group

4,504.2

130.9


4,433.8

120.1

Share of jointly controlled entities

922.3

86.4


772.0

74.0







Total

5,426.5

217.3


5,205.8

194.1

  

 

Reconciliation of operating segment results to reported results

 


2009

£m

2008

£m

Group and share of jointly controlled entities' operating profit before intangible  amortisation, impairment  of other investments and non-recurring operating items

 

217.3

 

194.1

 

Net financial expense



- Group

(14.6)

(7.7)

- Share of jointly controlled entities

(14.0)

(18.2)

Share of jointly controlled entities' taxation

(6.5)

(10.7)

Underlying profit before taxation

 182.2

157.5

Intangible amortisation and impairment of other investments

(30.8)

(54.5)

Non-recurring operating items

(15.2)

(22.7)

Non-operating items

11.5

35.6

Profit before taxation

147.7

115.9

Taxation

(11.5)

(4.1)

 

Profit for the year

 

136.2

 

111.8

 

 

 

Additional segmental information on intangible amortisation and impairment of other investments, non-recurring operating items and non-operating items is set out below:

 

 




2009

2008


Intangible

amortisation

£m

Non-recurring operating items

£m

Non-operating

items

£m


Intangible

amortisation and

impairment(1)

£m

Non-recurring operating items

£m

 

Non-operating

items

£m





Support services

(22.5)

(4.6)

10.3


(31.5)

(17.5)

-

Public Private Partnership projects

-

-

1.2


(11.7)

(0.4)

35.6

Construction services (excluding the Middle East)

 

(8.3)

 

(9.7)

 

-


 

(11.3)

 

(21.1)

 

-

Unallocated group items

-

(0.9)

-


-

16.3

-









Total

(30.8)

(15.2)

11.5


(54.5)

(22.7)

35.6

 

Depreciation, amortisation and impairment of other investmentsand capitalexpenditure arise in the following segments:

 


2009


2008


Depreciation and

amortisation 

£m

 

Capital

expenditure

£m


Depreciation,

amortisation and

impairment(1)

£m

 

Capital

expenditure

£m

Support services

(42.5)

(30.3)


(50.2)

(17.1)

Public Private Partnership projects

-

-


(11.7)

-

Middle East construction services

(2.0)

(1.9)


(1.2)

(4.1)

Construction services (excluding the Middle East)

(11.1)

(4.3)


(13.8)

(4.7)

Unallocated group items

(12.1)

(16.6)


(9.6)

(23.1)







Total

(67.7)

(53.1)


(86.5)

(49.0)

 

(1)Includes impairment of other investments within Public Private Partnership projects of £11.7m

 

  

Segmental net assets

 


2009


2008(2)


 

 

Operating

assets

£m

 

 

Operating

liabilities

£m

Net

operating

assets/
(liabilities)

£m


    

 

Operating

assets

£m

 

 

Operating

liabilities

£m

Net

operating

assets/
(liabilities)

£m

Support services








Intangible assets (1)

956.5

-

956.5


986.7

-

986.7

Operating assets

434.4

-

434.4


 541.2

-

541.2

Investments

9.7

-

9.7


9.8

-

9.8

Total operating assets

1,400.6

-

1,400.6


1,537.7

-

1,537.7

Total operating liabilities

-

(528.9)

(528.9)


-

(651.9)

(651.9)

Net operating assets/(liabilities)

1,400.6

(528.9)

871.7


1,537.7

(651.9)

885.8









Public Private Partnership projects








Operating assets

5.5

-

5.5


2.5

-

2.5

Investments

79.2

-

79.2


136.8

-

136.8

Total operating assets

84.7

-

84.7


139.3

-

139.3

Total operating liabilities

-

(15.4)

(15.4)


-

(9.2)

(9.2)

Net operating assets/(liabilities)

84.7

(15.4)

69.3


139.3

(9.2)

130.1









Middle East construction services








Operating assets

101.6

-

101.6


71.6

-

71.6

Investments

48.0

-

48.0


42.7

-

42.7

Total operating assets

149.6

-

149.6


114.3

-

114.3

Total operating liabilities

-

(127.0)

(127.0)


-

(86.2)

(86.2)

Net operating assets/(liabilities)

149.6

(127.0)

22.6


114.3

(86.2)

28.1









Construction services (excluding the Middle East)








Intangible assets (1)

276.0

-

276.0


283.9

-

283.9

Operating assets

583.4

-

583.4


629.3

-

629.3

Investments

40.2

-

40.2

49.3

-

49.3

Total operating assets

899.6

-

899.6


962.5

-

962.5

Total operating liabilities

-

(939.6)

(939.6)


-

(901.0)

(901.0)

Net operating assets/(liabilities)

899.6

(939.6)

(40.0)


962.5

(901.0)

61.5









Consolidated before Group items








Intangible assets (1)

1,232.5

-

1,232.5


1,270.6

-

1,270.6

Operating assets

1,124.9

-

1,124.9


1,244.6

-

1,244.6

Investments

177.1

-

177.1

238.6

-

238.6

Total operating assets

2,534.5

-

2,534.5


2,753.8

-

2,753.8

Total operating liabilities

-

(1,610.9)

(1,610.9)

-

(1,648.3)

(1,648.3)

Net operating assets/(liabilities)

before Group items

 

2,534.5

 

(1,610.9)

 

923.6


 

2,753.8

 

(1,648.3)

 

1,105.5









Group items








Deferred tax

132.5

(37.3)

95.2


103.9

(60.0)

43.9

Net borrowing

267.2

(242.3)

24.9


257.3

(484.0)

(226.7)

Retirement benefit (gross of taxation)

2.6

(296.4)

(293.8)


37.1

(146.2)

(109.1)

Income tax

4.6

(11.3)

(6.7)


0.6

(3.1)

(2.5)

Other

128.7

(94.7)

34.0


161.4

(104.9)

56.5









Net assets/(liabilities)

3,070.1

(2,292.9)

777.2


3,314.1

(2,446.5)

867.6

 

(1)   Arising from business combinations

(2)   Restated on adoption of IFRIC 14 (see note 13)

 

 

 

Geographic information - by origin

 


2009

£m

2008

£m

United Kingdom



Total revenue from external customers

4,241.2

4,377.1

Less: share of jointly controlled entities' revenue

(437.8)

(359.8)

 

Group revenue from external customers

 

3,803.4

 

4,017.3




Non-current assets

1,414.9

1,523.8







Middle East



Total revenue from external customers

564.4

473.6

Less: share of jointly controlled entities' revenue

(434.2)

(361.9)

 

Group revenue from external customers

 

130.2

 

111.7




Non-current assets

53.7

51.6







Canada and the Caribbean



Total revenue from external customers

541.2

301.8

Less: share of jointly controlled entities' revenue

(3.6)

(7.5)

 

Group revenue from external customers

 

537.6

 

294.3




Non-current assets

114.6

102.2







Rest of the World



Total revenue from external customers

79.7

53.3

Less: share of jointly controlled entities' revenue

(46.7)

(42.8)

 

Group revenue from external customers

 

33.0

 

10.5




Non-current assets

3.4

5.1







Consolidated



Total revenue from external customers

5,426.5

5,205.8

Less: share of jointly controlled entities' revenue

(922.3)

(772.0)

 

Group revenue from external customers

 

4,504.2

 

4,433.8




Non-current assets






Total of geographic analysis above

1,586.6

1,682.7

Retirement benefit assets

2.6

37.1

Deferred tax assets

132.5

103.9

Total non-current assets

1,721.7

1,823.7

 

 

3     Intangible amortisation and impairment of other investments

 

Amortisation and impairment costs

2009

£m

2008

£m

Amortisation of intangible assets arising from business combinations

(30.8)

(42.8)

Impairment of other investments

-

(11.7)


 

(30.8)

 

(54.5)

 

 

4     Non-recurring operating items and non operating items

 

 

Non-recurring operating items

2009

£m

2008

£m

Curtailment gain

 

0.1

35.5

Rationalisation costs

(9.9)

-

McAlpine integration and re-organisation costs

-

(55.0)

Vanbots Group integration and re-organisation costs

-

(3.2)

Office of Fair Trading penalty

(5.4)

-


 

(15.2)

 

(22.7)

 

As part of the Group's strategy for managing defined benefit pension scheme risk, the benefits for members of the Alfred McAlpine Pension Plan will no longer be linked to final salary with effect from 31 December 2009 resulting in a curtailment gain of £0.1m (net of expenses of £3.2m).  Following the completion of a consultation process on the closure to future accrual of four defined benefit schemes in December 2008, a curtailment gain of £35.5m (net of expenses of £2.8m) was recognised in 2008.  There is no deferred tax relating to curtailment gains in 2009 (2008: £9.9m).

 

Rationalisation costs of £9.9m relate to non-recurring redundancy and other associated costs incurred in the rationalisation of the Group's structure at the end of 2009, including ensuring that the size of the Group's UK construction capability reflects the expected decline in our general construction markets, while maintaining the capability to support the delivery of Public Private Partnerships projects and meet the needs of the support services business.

 

The Office of Fair Trading (OFT) penalty of £5.4m was imposed on Carillion JM Limited (CJM) (formerly Mowlem) following the conclusion of the OFT's investigation of cover pricing in the construction industry (under the Competition Act 1998).  The penalty relates to CJM's construction business and relates entirely to the period prior to CJM's acquisition by Carillion. No other member of the Group was subject to the investigation.

 

Alfred McAlpine and the Vanbots Group integration and re-organisation costs in 2008 relate primarily to redundancy and property exit costs arising from a review of the Group's requirements following the acquisition of these businesses in 2008. An income tax credit of £2.8m (2008: £16.5m) relating to the above has been included within taxation in the income statement.

 

Non-operating items

 

2009

£m

2008

£m

Profit on disposal of investments in jointly controlled entities

1.2

35.6

Profit on disposal of businesses

10.3

-


 

11.5

 

35.6

 

In 2009, the Group disposed of equity investments in four Public Private Partnership jointly controlled entities. The disposals generated cash consideration of £100.7m and a non-operating profit of £1.2m.  On 30 June 2009, the Group disposed of Carillion IT Services Limited for cash consideration of £36.0m and on 30 October 2009 disposed of Enviros Group Limited for cash consideration of £26.4m, generating a provisional non-operating profit of £10.3m.  There is no income tax associated with any of the non-operating items in either 2009 or 2008.

 

5     Financial income and expense

   


2009

£m

2008

£m

Financial income



Bank interest receivable

1.1

7.3

Other interest receivable

10.5

9.8

Expected return on retirement plan assets

101.8

120.3

 

 

 

113.4

 

137.4




Financial expense



Interest payable on bank loans and overdrafts

(10.5)

(25.9)

Other interest payable and similar charges

(13.5)

(11.5)

Interest cost on retirement plan obligations

(104.0)

(107.7)

 

 

 

(128.0)

 

(145.1)




Net financial expense

 

 

(14.6)

(7.7)

 

No borrowing costs have been capitalised in either 2009 or 2008 as they are not material.

 

 

6     Income tax

 

The Group's income tax expense (including the Group's share of jointly controlled entities' income tax) for the year ended 31 December 2009 is calculated based on an underlying income tax rate of 16% (2008: 20%). This effective rate differs to the UK standard corporation tax rate of 28% (2008: 28.5%) due to items such as the effect of tax rates in foreign jurisdictions, non-deductible expenses and the recognition of deferred tax on trading losses.

 

 

7    Earnings per share

 

(a)   Basic earnings per share

The calculation of earnings per share for the year ended 31 December 2009 is based on the profit attributable to equity holders of the parent of £132.4m (2008: £108.3m) and a weighted average number of ordinary shares in issue of 396.0m (2008: 381.7m), calculated as follows:

 

In millions of shares

2009

2008

Issued ordinary shares at 1 January

395.7

281.2

Effect of shares issued in the year

0.7

101.0

Effect of own shares held by Employee Share Ownership Plan and Qualifying Employee Share Ownership Trust

 

(0.4)

 

(0.5)




Weighted average number of ordinary shares at 31 December

396.0

381.7

 

 

(b)  Underlying performance

A reconciliation of profit before taxation and basic earnings per share, as reported in the income statement, to underlying profit before taxation and earnings per share is set out below. The adjustments made in arriving at the underlying performance measures are made to illustrate the impact of non-trading and non-recurring items.

 

 


2009


2008


Profit

before tax

£m

 

Tax

£m


Profit

before tax

£m

 

Tax

£m

Profit before taxation






Profit before taxation as reported in the

income statement

 

147.7

 

11.5


 

115.9

 

4.1

Amortisation of intangible assets arising

from business combinations

 

30.8

 

8.6


 

42.8

 

12.2

Curtailment gain

(0.1)

-


(35.5)

(9.9)

Restructuring costs

9.9

2.8


58.2

16.5

Office of Fair Trading penalty

5.4

-


-

-

Profit on disposal of investments and businesses

(11.5)

-


(35.6)

-

Impairment of other investments

-

-


11.7

-

Underlying profit before taxation

182.2

22.9


157.5

22.9

Underlying taxation

(22.9)



(22.9)


Underlying profit attributable to minority interests(1)

(5.0)



(3.5)

 


Underlying profit attributable to shareholders

154.3



131.1


 

(1)   A reconciliation of minority interests as reported in the income statement to underlying profit attributable to minority interests shown above, is set out below:

 


  


2009
£m

2008
£m

Profit attributable to minority interests as reported in the income statement

3.8

3.5

Restructuring costs (net of tax of £0.5m)

1.2

-




Underlying profit attributable to minority interests

5.0

3.5

 

   


2009

Pence per

share

 

2008

Pence per

share

Earnings per share



Basic earnings per share

33.4

28.4

Amortisation of intangible assets arising  from business combinations

5.6

8.0

Curtailment gain

-

(6.7)

Restructuring costs - Group

1.8

10.9

                                     - Attributable to minority interests

(0.3)

-

Office of Fair Trading penalty

1.4

-

Profit on disposal of investments and businesses

(2.9)

(9.4)

Impairment of other investments

-

3.1

 

Underlying basic earnings per share

 

 

39.0

 

34.3

 

Underlying diluted earnings per share (post-tax basis)

 

38.7

 

34.1

 

(c)   Diluted earnings per share

The calculation of diluted earnings per share is based on profit as shown in note 7 (a) and (b) and the weighted average number of ordinary shares outstanding is calculated as follows:

 

 

In millions of shares

 

2009

2008

Weighted average number of ordinary shares

396.0

381.7

Effect of share options in issue

2.2

2.8




Weighted average number of ordinary shares (diluted)

398.2

384.5

 

 

8     Dividends

 

The following dividends were paid by the Company:

 



 

2009



2008


£m

Pence per

share


£m

Pence per

share

Previous year final dividend

35.2

8.9


29.6

7.5

Current year interim dividend

18.2

4.6


16.2

4.1







Total

53.4

13.5


45.8

11.6

 

The following dividends were proposed by the Company:

 



 

2009



2008


£m

Pence per

share


£m

Pence per

share

Interim

18.2

4.6


16.2

4.1

Final

39.7

10.0


35.2

8.9







Total

57.9

14.6


51.4

13.0

 

The final dividend for 2009 of 10.0 pence per share was approved by the Board on 3 March 2010 and, subject to approval by shareholders at the Annual General Meeting, will be paid on 18 June 2010 to shareholders on the register on 23 April 2010.

 

 

9     Pension commitments

 

The following expense was recognised in the income statement in respect of pension commitments:

 

2009

£m

2008

£m

(Charge)/credit to operating profit



Current service cost relating to defined benefit schemes

(8.1)

(24.1)

Settlements

-

(1.2)

Curtailments

3.3

38.3

Defined contribution schemes

(20.5)

(10.5)




Total

(25.3)

2.5




(Charge)/credit to other financial income and expense



Expected return on retirement plan assets

101.8

120.3

Interest cost on retirement plan liabilities

(104.0)

(107.7)




Net financial (expense)/income

(2.2)

12.6

 

The valuation of the Group's main defined benefit pension schemes were reviewed by the scheme's actuary at 31 December 2009.

 

A summary of defined benefit obligations and scheme assets is given below:

 


2009

£m

2008

£m

Present value of defined benefit obligation as originally reported

(2,028.5)

(1,683.6)

Impact of adoption of IFRIC 14 - minimum funding requirement

(6.7)

(20.0)

 

Present value of defined benefit obligation as restated

 

(2,035.2)

 

(1,703.6)




Fair value of scheme assets as originally reported

1,741.4

1,594.5

Impact of adoption of IFRIC 14 - minimum funding requirement

-

-

 

Fair value of scheme assets as restated

 

1,741.4

 

1,594.5




Net pension liability

(293.8)

(109.1)

Deferred tax on the above

82.7

32.9

 

Net pension liability after tax

 

(211.1)

 

(76.2)

 

As part of the Group's strategy for managing defined benefit pension scheme risk, the benefits for members of the Alfred McAlpine Pension Plan will no longer be linked to final salary with effect from 31 December 2009, resulting in the recognition of a curtailment gain of £0.1m (net of expenses of £3.2m).

 

 

10     Cash and cash equivalents and net borrowing

 

Cash and cash equivalents and net borrowing comprise:

 


2009

£m

2008

£m

Cash and cash equivalents

267.2

257.3

Bank overdrafts

(14.8)

(7.3)

Net cash and cash equivalents

252.4

250.0

Bank loans

(141.4)

(365.9)

Finance lease obligations

(64.6)

(79.1)

Other loans

(21.5)

(31.7)




Net cash/(borrowing)

24.9

(226.7)

 

 

Reconciliation of net cash flow to movement in net cash/(borrowing):

 



2009

£m

2008                £m

Increase/(decrease) in net cash and cash equivalents


4.9

(79.5)

Repayment of bank and other loans


233.7

7.8

Payment of finance lease liabilities


16.8

16.3

Decrease/(increase) in net cash/(borrowing) resulting from cash flows


255.4

(55.4)

Net borrowing in subsidiaries acquired


-

(143.2)

Loan notes issued on acquisition of Alfred McAlpine


-

(1.3)

Finance lease additions


(0.4)

(2.1)

Finance lease disposals


-

7.3

Currency translation differences


(3.4)

12.9

Change in net borrowing


251.6

     (181.8)

Net borrowing at 1 January


(226.7)

(44.9)





Net cash/(borrowing) at 31 December


24.9

(226.7)

 

 

11   Related party transactions

 

The Group has made sales to the Group's jointly controlled entities, which are in the normal course of business and on commercial terms, amounting to £572.3m in the year ended 31 December 2009 (2008: £550.9m).

 

 

12    Disposals

 

On 30 June 2009, the Group disposed of the entire issued share capital of Carillion IT Services Limited for total cash consideration of £36.0m and on 30 October 2009 disposed of the entire issued share capital of Enviros Group Limited for a total cash consideration of £26.4m.

 

The disposals had the following effect on the Group's assets and liabilities:

 

Net assets at the date of disposal


 

Carillion IT Services Limited

£m

 

Enviros Group Limited

£m

     

 

    Total   

   £m

Property, plant and equipment

(4.8)

(0.9)

(5.7)

Intangible assets

(2.2)

(5.6)

(7.8)

Deferred tax assets

-

(1.0)

(1.0)

Inventories

(0.3)

-

(0.3)

Trade and other receivables

(21.3)

(8.4)

(29.7)

Cash and cash equivalents

(0.5)

(1.3)

(1.8)

Trade and other payables

8.5

5.7

14.2

Deferred tax liabilities

0.6

1.6

2.2

Net identifiable assets and liabilities

(20.0)

(9.9)

(29.9)

Total consideration

36.0

28.0(1)

64.0

Transaction costs

(7.7)

(2.3)

(10.0)

Other costs of disposal

(6.8)

(7.0)

(13.8)





Profit on disposal

1.5

8.8

10.3

 

(1) Includes £1.6 million of deferred consideration payable on agreement of completion accounts

 

The above amounts are provisional pending completion of legal and other due diligence procedures.

 

Cash flows associated with the disposal are included in the cash flow statement as follows:

 


 

Carillion IT Services Limited

£m

 

Enviros Group Limited

£m

     

 

    Total

   £m

Cash received

 

36.0

26.4

62.4

Transaction costs

(3.1)

(0.3)

(3.4)

Cash and cash equivalents disposed

(0.5)

(1.3)

(1.8)





Net cash inflow on disposal

32.4

24.8

57.2

 

During 2009, the Group disposed of equity investments in four Public Private Partnership jointly controlled entities. The disposals generated a cash consideration of £100.4m (after deducting disposal costs of £0.3m) and a non-operating profit of £1.2m.

 

 

13    New accounting standards and interpretations

 

Upon the adoption of International Financial Reporting Interpretations Committee (IFRIC) 14 'The limit on a defined benefit asset, minimum funding requirements and their interaction' on 1 January 2009, the Group has restated prior year information, which has had the following impact on net assets:

 


                   31 December 2008

1 January 2008


 £m

£m

£m

£m

Net assets as previously reported


872.6


502.9

Impact of adoption of IFRIC 14 on   - goodwill

9.4


-


                                                                - retirement benefits

(20.0)


(21.6)


                                                                - deferred tax

5.6


6.0




(5.0)


(15.6)






Net assets as restated


867.6


487.3

 

The impact on goodwill of £9.4m relates to the effect of IFRIC 14 on retirement benefit liabilities (net of deferred tax) at the date of acquisition of Alfred McAlpine on 12 February 2008 reflecting the recognition of minimum funding arrangements.

 

In addition to the above, IFRIC 14 reduced actuarial losses and taxation in the 2008 consolidated statement of comprehensive income by £14.7m and £4.1m respectively.

 

In 2009, IFRIC 14 reduced actuarial losses and taxation in the consolidated statement of comprehensive income by £13.3m and £3.7m respectively, leading to an increase in net assets of £9.6m.

 

The adoption of IFRIC 14 has no impact on reported profit, earnings per share or cash flows.  None of the other new accounting standards adopted on 1 January 2009, as described in the basis of preparation, have any impact upon reported profit, earnings per share, net assets or cash flows.

 

 

14    Company information

 

This preliminary announcement was approved by the Board of Directors on 3 March 2010. The 2009 Annual Report will be posted to all shareholders by 31 March 2010 and both this statement and the 2009 Annual Report will be available on the internet at www.carillionplc.com or on request from the Company Secretary, Carillion plc, Birch Street, Wolverhampton, WV1 4HY.

 

 

Directors' responsibilities

 

This preliminary announcement complies with the Disclosure and Transparency Rules (DTR) of the United Kingdom's Financial Services Authority.  The preliminary announcement is the responsibility of, and has been approved by, the Directors of Carillion plc.

 

The responsibility statement below has been prepared in connection with the Company's full Annual Report for the year ending 31 December 2009.  Certain parts thereof are not included in this announcement.

 

The Directors of Carillion plc confirm that to the best of their knowledge:

 

·      the financial statements, prepared in accordance with IFRS as adopted by the European Union give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole and

·      the Operating and Financial Review includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

 

On behalf of the Board

  

Richard Adam FCA

Group Finance Director

3 March 2010

 


This information is provided by RNS
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