Final Results

RNS Number : 0140U
Compass Group PLC
27 November 2013
 



Annual results announcement for the year ended 30 September 2013

 

Consistent delivery of shareholder value

 

 


Underlying1

Year on year change2

Reported

Revenue

£17.6 billion

+4.3%3

£17.6 billion

Operating profit

£1,265 million

+7.8%

£802 million

Profit before tax

£1,188 million

+9.2%

£721 million

Earnings per share

47.7 pence

+12.5%

23.3 pence

Free cash flow

£834 million

+9.7%

£762 million

Full year dividend per share

24.0 pence

+12.7%

24.0 pence

 

1 The underlying column excludes exceptional costs and other non-underlying items. Full details can be found on pages 8 to 9

2 Measured on a constant currency basis, except for free cash flow and dividend per share

3 Year on year change represents organic revenue growth

 

Sustained momentum in organic revenue growth and operating margin

-    Organic revenue growth of 4.3%, driven by strong performances in North America and Fast Growing & Emerging

-    Operating profit margin up 20 basis points; now over 7% for the first time

 

Good progress across all three regions

-    Organic revenue growth in North America of 8%, with significant contribution from Ascension Health and Texas A&M contracts

-    Actions taken in Europe successfully mitigating ongoing economic challenges; 60 basis points increase in the operating margin

-    Strong levels of new business in Fast Growing & Emerging delivered organic revenue growth of 10.2%

 

Confident in future prospects and ability to deliver further shareholder value

-    Healthy pipeline, particularly in North America and Fast Growing & Emerging

-    New £500 million share buyback announced for 2014; £1.4 billion capital returns in three years

-    Compass remains well placed to capitalise on exciting structural growth opportunities in food and support services globally

 

Richard Cousins, Group Chief Executive, said:

 

"Compass has maintained good momentum during the year. High levels of new contract wins in North America and Fast Growing & Emerging have driven good organic revenue growth of over 4% and our operating margin has increased by 20 basis points to over 7% for the first time. Economic conditions in Europe & Japan remain challenging but the actions we've taken have enabled us to manage these and improve profit and margins. Looking ahead, I remain positive about the exciting structural growth opportunities in all of our markets and the potential for further progress."

 

Sir Roy Gardner, Chairman, said:

 

"I'm delighted to report another successful year for Compass, with good levels of growth in organic revenue, margin and cash flow. That has enabled us to continue investing in the business, at the same time as rewarding shareholders. Given our confidence in the outlook for the Group, I'm pleased to announce that the full year dividend has been increased by nearly 13% and we've announced a further share buyback of £500 million, which we expect to complete in the 2014 calendar year."

 

 

Enquiries

 

Analysts

Sarah John / Kate Patrick

+44 1932 573 000

Media

Clare Hunt

+44 1932 573 000




Website

www.compass-group.com


 

 

 

Chief Executive's Statement

 

 

Group overview

 

Reported revenue has grown by 3.9% in the year to 30 September 2013, or 4.5% on a constant currency basis. After adjusting for the impact of acquisitions and disposals, organic growth has remained strong at 4.3% for the period.

 

During the year, we delivered new business growth of 8.8%, driven by a good performance in MAP 1 (client sales and marketing) in North America and Fast Growing & Emerging. Our retention rate also remained high at 94%, despite the cumulative effect of our planned exit of certain uneconomic contracts and business closures in Europe.

 

Like for like revenue growth of 1.8% reflects modest price increases and slightly negative like for like volume. Like for like volume continues to be broadly flat in North America, modestly positive in Fast Growing & Emerging and negative in Europe & Japan. We have retained our focus on increasing consumer participation and spend through MAP 2 (consumer sales and marketing) initiatives, developing innovative and exciting consumer propositions, and improving our people's retailing skills.

 

Underlying operating profit increased by 7.8% in the year on a constant currency basis, with the underlying operating profit margin increasing by 20 basis points to 7.1%. We have continued to generate efficiencies through embedding the MAP framework deeper into the business. We have maintained our focus on MAP 3 (cost of food) initiatives such as menu planning and supplier rationalisation, as well as MAP 4 (labour and in unit costs) and MAP 5 (above unit costs). These efficiencies are in part being reinvested in exciting growth opportunities around the world, for example, in management teams and systems in emerging markets, and helping us to manage the difficult economic conditions in Europe. They are also enabling us to deliver the further improvement in the operating profit margin.

 

We have taken a goodwill impairment charge of £377 million in relation to our business in the UK. The goodwill principally relates to historic transactions. The impairment charge was primarily driven by an increase in the discount rate as a result of increases in UK gilt rates. 

 

 

Regional Performances

 

North America - 46.4% Group revenue (2012: 44.5%)    

 




Change

Regional financial summary

2013

2012

Reported

Constant currency

Organic







Revenue

£8,150m

£7,517m

8.4%

7.3%

8.0%

Operating profit (underlying)

£657m

£598m

9.9%

8.8%

-

Operating margin

8.1%

8.0%

10bps

-

-

 

We have had another excellent year in our North American business with revenue of £8.2 billion (2012: £7.5 billion). Organic revenue growth of 8.0% has been driven by strong new business wins in all sectors, including a contribution of just over 2% from the Ascension Health and Texas A&M contracts, and a consistently high retention rate. Like for like volume has remained broadly flat.

 

Operating profit increased by £53 million on a constant currency basis to £657 million (2012: £604 million). Continued progress on efficiencies and leveraging of the overhead base have delivered nearly 10% operating profit growth and a 10 basis points improvement in the margin to 8.1%.

 

In the Business & Industry sector, we have delivered good levels of net new business. New contract wins include food contracts with LinkedIn Corporation, AEGON USA and Sun Life Financial Inc.

 

Organic revenue growth in the Healthcare & Seniors sector has been excellent. In addition to Ascension Health, we have won new contracts with Butterfield Trail Village, a retirement living campus in Arkansas, and Waterbury Hospital in Connecticut. The acquisitions completed in the first half of the year also continue to enhance our coverage and service to clients.

 

Good organic revenue growth in the Education sector has been driven by new business wins, including food contracts with the Massachusetts Institute of Technology, The Johns Hopkins University and Ryerson University in Canada, which has more than 30,000 students. New support service contracts include the Henry County School District and Tarleton State University.

 

Our Sports & Leisure business has delivered double digit organic revenue growth through good net new business and high attendance levels at sporting events. New contract wins include the Portland Trail Blazers basketball team and the University of Wisconsin.

 

The ESS business, which provides food and support services in Alaska, Canada and the Gulf of Mexico, delivered solid organic revenue growth. New contracts include a multi service contract with Rowan Companies, the global offshore drilling services company, serving over 32,000 meals per month.

 

Europe & Japan - 34.4% Group revenue (2012: 36.9%)  

 




Change

Regional financial summary

2013

2012

Reported

Constant currency

Organic







Revenue

£6,039m

£6,243m

(3.3)%

(2.5)%

(3.0)%

Operating profit (underlying)

£420m

£397m

5.8%

6.3%

-

Operating margin

7.0%

6.4%

60bps

-

-

 

Economic conditions in many parts of Europe remained difficult throughout the year, although the trends have been in line with our expectations. Overall, revenue in Europe & Japan totalled £6.0 billion (2012: £6.2 billion), an organic decline of 3.0%.

 

We continue to win and retain good quality business across the region, although our rate of retention has been slightly reduced by the cumulative effect of our planned exit of certain uneconomic contracts and business closures. Important contract wins include a multi service contract with Hannover Re Group, one of the leading reinsurance groups in the world, in Germany, and in the UK, we have retained contracts with National Grid, the Jockey Club and Henley Royal Regatta. In Japan, we have won new food contracts with Yahoo Japan Corporation and real estate services company NREG Toshiba Building Co. Ltd.

 

As expected, like for like volume has declined by around 3.0%, with differing trends across the region. In north and east Europe, like for like volume was broadly flat overall, in France, volume trends have become more difficult through the year and they remain slightly negative in the UK, Germany and Japan. In southern Europe, like for like volume trends have been strongly negative all year.

 

As a result of these like for like volume declines, operating profit has been impacted by around £60 million in the year. This has been mitigated, however, by the actions we announced in September 2012, which have delivered around £70 million of benefit, in line with expectations. Also in line with our announcement last year, we have recorded a charge of £59 million in 2013 relating to the ongoing improvement in the operating efficiency of our labour base in Europe.

 

In the UK, we have continued to make steady progress, growing the margin by 80 basis points and operating profit by £10 million in the last two years. In 2013, it delivered in line with budget and there are no changes to our expectations for the foreseeable future. However, the significant increase in UK gilt rates over the last year has increased our cost of capital and the discount rates we use in the goodwill impairment calculation. We have therefore taken a non-cash impairment charge of £377 million to the goodwill associated with our UK business, which principally relates to historic transactions. This will reduce our UK goodwill from approximately £1.8 billion to £1.4 billion.

 

On an underlying basis we have delivered an increase in operating profit of £25 million, or 6.3% on a constant currency basis, to £420 million (2012: £395 million). This equates to 60 basis points of operating margin progression, increasing the margin to 7% for the first time.

 

Fast Growing & Emerging - 19.2% Group revenue (2012: 18.6%)

 




Change

Regional financial summary

2013

2012

Reported

Constant currency

Organic







Revenue

£3,368m

£3,145m

7.1%

11.6%

10.2%

Operating profit (underlying)

£242m

£235m

3.0%

7.1%

-

Operating margin

7.2%

7.5%

(30)bps

-

-

 

Strong new business wins and like for like revenue growth have delivered an organic revenue increase of 10.2% to £3.4 billion (2012: £3.1 billion). Overall, operating profit increased by £16 million on a constant currency basis to £242 million (2012: £226 million). We continue to see many exciting opportunities in this region and are committed to investing in management and infrastructure to support quality growth. This year, we have rolled out a new regional management structure and exited some non-core contracts. The cost of this investment is in part being funded through efficiencies but, in the short term, it has had some impact on the operating margin, which was 7.2%, 30 basis points below last year.

 

Australia has performed well, with organic revenue growth driven by new business wins and like for like volume growth in the Remote sector. Contract wins include a multi service contract with Saracen Gold Mines Pty Ltd in Western Australia and one of the largest ever senior living food service contracts in Australia with BlueCross, serving 26 facilities and over 1500 residents. We expect the slight slowdown we saw towards the end of the year to continue into 2014, although good growth opportunities remain in all sectors.

 

In Brazil, an acceleration in new business wins has enabled us to deliver another year of strong revenue growth, despite a moderate slowdown in like for like volume, and the pipeline remains excellent. Examples of recent contract wins include Allianz Seguros, the Brazilian unit of the financial services company, and the mining company Samarco Mineração S.A. A continued focus on cost efficiencies has delivered margin progression and the business is in an excellent position to drive future progress. Elsewhere in South America, we have won a contract with Tetra Pak in Argentina and retained our multi service contract with Chevron in Colombia.

 

A strong performance in organic revenue in Turkey was driven by new business wins and like for like revenue growth. New contracts include the food provision for confectionery company Perfetti Van Melle and automotive group Park Teknik Elektrik. At Yılport Gemport, a subsidary company of Yılport Holding, the port facility, we have cross sold cleaning and security services in addition to the food contract we already operated.

 

We have again delivered double digit organic growth in India and China, with strong new business wins in both countries. In India, we have won a food contract with Continental Hospital in Hyderabad to serve patients, staff and visitors, and in Hong Kong with the South China Morning Post.

 

 

Strategy

 

Focus on food

 

Food remains our core business. The structural opportunity in the outsourced food service market, estimated at £200 billion, is a key growth driver. With only around 50% of the market currently outsourced, it represents a significant opportunity. We believe the benefits of outsourcing will become ever more apparent as economic conditions and legislative changes put increasing pressure on organisations' budgets. Sectors such as Healthcare & Seniors and Education are significantly underpenetrated and Business & Industry, whilst more highly penetrated, is still attractive due to its scale, growth and the fragmented nature of the market. As one of the largest providers in all of our sectors, we are well placed to benefit from these trends.

 

Growing support and multi services

 

Support and multi services are also an important part of our business and we continue to win new contracts and expand the range of services we supply to our existing clients. Our largest sector in this market is Defence, Offshore & Remote, although we also see some opportunities in Business & Industry, Healthcare & Seniors and Education. This is a complex market and there are significant differences in client buying behaviour across countries, sectors and sub sectors. Our approach is therefore low risk and incremental, with strategies developed on a country by country basis.

 

Geographic spread and emerging markets

 

The Group has evolved significantly over the last 10 years from a predominantly European-based business with just over £11 billion of revenue to the £17.6 billion global business today. Over time, we expect the split of revenue to continue to evolve.

 

North America (47% of Group revenue) will remain the principal growth engine for the Group. We have a market leading business, which delivers high levels of growth and steady margin expansion. The outsourcing culture is vibrant and the addressable market is significant. We are well positioned, with a good client base in all of our core sectors, and a strong management team.

 

The fundamentals of our businesses in Europe & Japan (34% of Group revenue) are solid; however, we expect economic conditions there to remain challenging in the short term. We continue to take measures to reduce cost and make our operations more competitive for the future, building a better business on the good foundations in place. We still see many opportunities to drive growth in revenue and margin.

 

Fast Growing & Emerging (19% of Group revenue) is an increasingly important part of our business. We have a strong presence in key markets such as Australia, Brazil and Turkey, and we are growing rapidly in India and China. With the potential they offer, we are investing in their growth. As the trend to outsourcing increases, we would hope to see high levels of growth maintained well into the future.

 

Organic growth, supplemented by infill acquisitions

 

Through the application of MAP 1 and MAP 2, quality and sustainable organic growth remains our priority but we will look to make infill acquisitions where they deliver value. We seek out small to medium sized infill acquisitions in food and support services in our existing geographies, bringing on board quality businesses and strong management teams. In 2013, we have invested around £104 million in such acquisitions. We continue to target financial returns ahead of our cost of capital by the end of the second year.

 

Ongoing drive for efficiencies

 

We believe that we are only part of the way through the journey to drive further productivity in our cost of food (MAP 3) and our in unit costs (MAP 4), as well as being able to leverage the overhead base by controlling our above unit costs (MAP 5). During 2013, we have continued to improve our discipline around supplier and product rationalisation, recipe standardisation and labour scheduling, as well as rolling out 'lean' management techniques. The ongoing generation of efficiencies helps underpin our expectation of further margin progression.

 

Uses of cash and balance sheet priorities

 

The Group's cash flow generation remains excellent and it will continue to be a key part of the business model. It enables us to reward shareholders in parallel with reinvesting for growth and making infill acquisitions. In addition, we are committed to growing the dividend broadly in line with constant currency earnings and maintaining a cash cover of two times. An efficient balance sheet remains a priority and we continue to target strong investment grade credit ratings, which imply a net debt to EBITDA ratio of around 1 to 1.2 times. In light of this, we have announced a further share buyback programme of £500 million for the 2014 calendar year. This will follow the current £400 million share buyback, which we expect to complete by the end of the 2013 calendar year.

 

 

Summary and outlook

 

Compass has had a good year, delivering solid organic revenue growth and a 20 basis point increase in the Group operating margin, which is now over 7% for the first time. North America and Fast Growing & Emerging, which account for two thirds of Group revenue, have grown strongly and our operating margin in North America has remained above 8%. Looking ahead to next year, the pipeline of new contracts is encouraging and we expect to see further good performances in these regions. We anticipate economic conditions in Europe & Japan will remain challenging. However, the actions we are taking give us confidence in another year of delivery.

 

We remain very positive about the opportunities to grow the business and we are well placed to capitalise on the significant structural growth potential in both food and support services globally. We also expect to deliver further cost efficiencies which will help to support future growth and enable us to make further progress in the operating margin. As a result, we remain confident in our ability to continue to create significant value for our shareholders.

 

 

 

Richard Cousins

Group Chief Executive

27 November 2013

 

 

 

Business Review

 

 

Financial Summary



2013


2012


Increase / (Decrease)

Continuing operations








Revenue







Constant currency


£17,557m


£16,805m


4.5%

Reported


£17,557m


£16,905m


3.9%

Organic growth


4.3%


5.4%










Total operating profit







Constant currency


£1,265m


£1,173m


7.8%

Underlying


£1,265m


£1,178m


7.4%

Reported


£802m


£856m


(6.3)%








Operating margin







Constant currency


7.1%


6.9%


20bps

Underlying


7.1%


6.9%


20bps

Reported


4.5%


5.0%


(50)bps








Profit before tax







Underlying


£1,188m


£1,093m


8.7%

Reported


£721m


£789m


(8.6)%








Basic earnings per share







Constant currency


47.7p


42.4p


12.5%

Underlying


47.7p


42.6p


12.0%

Reported


23.3p


32.1p


(27.4)%








Free cash flow







Underlying


£834m


£760m


9.7%

Reported


£762m


£709m


7.5%








Total Group including discontinued operations








Basic earnings per share


23.5p


32.1p


(26.8)%








Full year dividend per ordinary share


24.0p


 21.3p


12.7%

 

 

Segmental Performance



Revenue


Revenue Growth



2013

2012



Constant




£m

£m


Reported

Currency

Organic

Continuing operations
















North America


8,150

7,517


8.4%

7.3%

8.0%

Europe & Japan


6,039 

6,243 


(3.3)%

(2.5)%

(3.0)%

Fast Growing & Emerging


3,368

3,145


7.1%

11.6%

10.2%









Total


17,557

16,905


3.9%

4.5%

4.3%











Total Operating Profit


Operating Margin




2013

2012


2013

2012




£m

£m


%

%


Continuing operations
















North America


657

598


8.1%

8.0%


Europe & Japan


420

397


7.0%

6.4%


Fast Growing & Emerging


242

235


7.2%

7.5%


Unallocated overheads


(64)

(60)


-

-










Excluding associates


1,255

1,170


7.1%

6.9%










Associates


10

8













Underlying


1,265

1,178













Amortisation of intangibles arising on acquisitions

(25)

(18)





Acquisition transaction costs


(3)

(9)





Adjustment to contingent consideration on acquisition


1

-





European exceptional


(59)

(295)





Goodwill impairment


(377)

-





Total


802

856





 

(1)

Unless stated otherwise the data shown on pages 1 - 13 relates to the continuing business only.

(2)

Constant currency restates the prior year results to 2013's average exchange rates.

(3)

Total operating profit includes share of profit of associates.

(4)

Underlying operating profit and margin excludes European exceptional cost, goodwill impairment, amortisation of intangibles arising on acquisition, acquisition transaction costs and adjustment to contingent consideration on acquisition.

(5)

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

(6)

Underlying net finance cost excludes hedge accounting ineffectiveness and the change in the fair value of investments and non-controlling interest put options.

(7)

Underlying profit before tax excludes European exceptional cost, goodwill impairment, amortisation of intangibles arising on acquisition, acquisition transaction costs, adjustment to contingent consideration on acquisition, hedge accounting ineffectiveness and the change in fair value of investments and non-controlling interest put options.

(8)

Underlying basic earnings per share excludes European exceptional cost, goodwill impairment, amortisation of intangibles arising on acquisition, acquisition transaction costs, adjustment to contingent consideration on acquisition, hedge accounting ineffectiveness, the change in fair value of investments and non-controlling interest put options, the tax attributable to these and exceptional recognition of tax losses.

(9)

 

Underlying cash flow adjusts for the £72 million of European exceptional cash costs (2012: £31 million one-off cash outflow in respect of non-recurring historic tax issues and £20 million of European exceptional cash costs).

(10)

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

 

 

Revenue

Overall, organic revenue growth for the year was 4.3%, comprising new business of 8.8%, a retention rate of 93.7% and like for like growth of 1.8%. Acquisitions less disposals contributed a further 0.2% to deliver 4.5% constant currency revenue growth. There was a 0.6% negative impact from currency translation resulting in reported revenue growth of 3.9%.

 

Operating Profit

 

Underlying operating profit from continuing operations was £1,265 million (2012: £1,178 million), an increase of 7.4%. On a constant currency basis, underlying operating profit increased by £92 million, an increase of 7.8%. A total of £89 million has been delivered from organic growth and £3 million from acquisitions less disposals. This includes £6 million incremental profit from acquisitions made in the prior year, £5 million from acquisitions made in the year, less £8 million in respect of disposed businesses.

 

Operating profit, after the European exceptional cost of £59 million (2012: £295 million), goodwill impairment of £377 million (2012: £nil), amortisation of intangibles arising on acquisition of £25 million (2012: £18 million), acquisition transaction costs of £3 million (2012: £9 million) and adjustment to contingent consideration on acquisition of £1 million credit (2012: £nil), was £802 million (2012: £856 million).

 

European Exceptional

 

In 2012, we announced a series of actions to improve the operational efficiency of our businesses in Europe and address the very challenging conditions in Southern Europe. We took a £295 million exceptional cost of which £100 million was cash and £195 million predominantly non-cash. In 2013 we have continued with these actions plans, and as announced last year, we have recorded a charge to continue to improve the operational efficiency of our labour base in Europe. This amounted to £59 million.

 

Goodwill Impairment

 

We have taken a goodwill impairment charge of £377 million in relation to our business in the UK. The goodwill principally relates to the Granada transaction in 2001. The impairment charge was primarily driven by an increase in the discount rate as a result of increases in UK gilt rates. 

 

Finance Costs

 

The underlying net finance cost was £77 million (2012: £85 million), including an £11 million (2012: £15 million) charge relating to the pension deficit. The decrease largely reflects the short term inefficiency we incurred last year from early refinancing as we raised $1 billion of new debt in the US Private Placement market in September 2011, ahead of the £614 million of debt repayments in May 2012.

 

For 2014, we expect an underlying net finance cost of around £85 million. This includes the costs of funding the new £500 million share buyback and equates to an effective interest rate of around 4% on gross debt.

 

Other Gains and Losses

 

Other gains and losses include a £3 million cost (2012: £6 million cost) relating to hedge accounting ineffectiveness, a £nil cost (2012: £1 million credit) impact of revaluing investments and non-controlling interest put options and £1 million loss on the disposal of the US Corrections business which took place in 2012 (2012: £23 million gain).

 

Profit Before Tax

 

Profit before tax from continuing operations was £721 million (2012: £789 million). On an underlying basis, profit before tax from continuing operations increased by 8.7% to £1,188 million (2012: £1,093 million).

 

Income Tax Expense

 

Income tax expense from continuing operations was £287 million (2012: £178 million).

 

On an underlying basis, after removing the impact of the European exceptional cost (benefit of £16 million), an adjustment to the exceptional recognition of tax losses in the prior year (expense of £2 million), and the tax effect of other non-underlying items (benefit of £8 million), the tax charge on continuing operations was £309 million (2012: £284 million), equivalent to an effective tax rate of 26% (2012: 26%). We expect the tax rate to continue to average out around this level in the short to medium term.

 

Basic Earnings per Share

 

Basic earnings per share, including discontinued operations, were 23.5 pence (2012: 32.1 pence).

 

On an underlying basis, excluding discontinued operations, the basic earnings per share from continuing operations were 47.7 pence (2012: 42.6 pence). After adjusting for currency movements, basic earnings per share increased by 12.5%.

 


Attributable Profit

Basic Earnings per Share


2013

2012

2013

2012

Change


£m

£m

pence

pence

%







Reported

429

605

23.5

32.1

(26.8)%

Discontinued operations

(3)

-

(0.2)

-

-

Other adjustments

445

198

24.4

10.5

-

Underlying

871

803

47.7

42.6

12.0%

Currency

-

(4)

-

(0.2)

-

Constant currency

871

799

47.7

42.4

12.5%

 

Dividends

 

It is proposed that a final dividend of 16.0 pence per share will be paid on 24 February 2014 to shareholders on the register on 24 January 2014. This will result in a total dividend for the year of 24.0 pence per share (2012: 21.3 pence per share), a year on year increase of 12.7%. The dividend is covered over two times on both an underlying earnings basis and free cash basis. We remain committed to growing the dividend in line with constant currency earnings and maintaining this level of cover.

 

Free Cash Flow

 

Free cash flow from continuing operations totalled £762 million (2012: £709 million). During the year, we incurred a £72 million outflow in respect of the European exceptional. Adjusting for this, free cash flow would have been £834 million.

 

Gross capital expenditure of £469 million (2012: £394 million), including amounts purchased by finance lease of £2 million (2012: £4 million), is equivalent to 2.7% of revenues (2012: 2.3% of revenues). The increase from 2012 is due to the investment in a number of projects, including the Texas A&M contract. We will continue to invest in projects where we see good returns. Over half of our capital expenditure is put into new business and retention, and where we do that, we deliver returns of over 20% post-tax.

 

Excluding pensions and provisions, trade working capital has reduced by £102 million (2012: decrease of £64 million) as a result of good progress on collection of overdue debt taking trade receivable days down to 44. Looking forward, annual trade working capital movements are expected to be broadly neutral over time.

 

The cash outflow of £54 million (2012: £54 million) on post-employment benefit obligations largely reflects payments agreed with Trustees to reduce deficits on defined benefit pension schemes. These regular deficit repayments are expected to continue going forward.

 

The cash tax rate for the year was 22% (2012: 21%), based on underlying profit before tax for the continuing operations.  The rate was lower than the short to medium term expected level in the mid-20s, in the main due to the receipt of some large refunds during the year.

 

The net interest outflow for the year was £65 million (2012: £82 million). The 2012 outflow included £9 million as part of the non-recurring historic tax settlement.

 

Free cash flow from discontinued operations was £nil (2012: outflow of £43 million).

 

Acquisition Payments

 

Spend on acquisitions in the year, net of cash acquired, totalled £104 million (2012: £221 million). This includes £80 million of infill acquisitions, £3 million on acquisition transaction costs and £21 million of deferred consideration relating to prior year acquisitions.

 

Disposals

 

The Group received £8 million in respect of the disposal of some small non-core businesses (2012: £58 million in respect of the disposal of the US Corrections business). £1 million was paid in the year in respect of businesses disposed of or discontinued in prior years (2012: £3 million) and £nil tax was paid (2012: £21 million) on profits from sale of subsidiary companies and associated undertakings.

 

Purchase of Own Shares

 

During the year, the Group concluded the £500 million share buyback programme announced in November 2011 and began the £400 million share buyback programme announced in November 2012. Up to 30 September 2013, £446 million had been spent and the programme remains on track to complete by the end of the calendar year.

 

Proceeds from Issue of Share Capital

 

The Group received cash of £9 million in the year (2012: £30 million) from the issue of shares following the exercise of employee share options.

 

Return on Capital Employed

 

Return on capital employed was 19.1% (2012: 18.2%) based on underlying operations, net of tax at the effective underlying rate of 26% (2012: 26%), and excluding the Group's non-controlling partners' share of total operating profit. The average capital employed used is £4,878 million (2012: £4,774 million), which is based on the 12 month average balance sheet, adjusting for the post-employment benefit obligations, net of associated deferred tax, impaired goodwill, amortised intangibles arising on acquisition and the Group's non-controlling partners' share of net assets.

 

Pensions

 

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

 

The Group's total pension fund deficit at 30 September 2013 was £208 million (2012: £361 million), largely due to increased asset returns and a one-off contribution of £72 million to the UK scheme during the year. The total pensions charge for defined contribution schemes in the year was £80 million (2012: £77 million) and £32 million (2012: £32 million) for defined benefit schemes. Included in the defined benefit scheme costs was a £11 million charge to net finance cost (2012: £15 million).

 

Shareholder Return

 

The market price of the Group's ordinary shares at the close of the financial year was 850.0 pence per share (2012: 683.5 pence per share).

 

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 Group and its shareholders.

 

The principal risks and uncertainties facing the business and the activities the Group undertakes to mitigate these are set out on pages 14 to 17.

 

Related Party Transactions

 

Details of transactions with related parties are set out in note 33. These transactions have not had, and are not expected to have, a material effect on the financial performance or position of the Group.

 

Financial Position

 

The ratio of net debt to market capitalisation of £15,334 million as at 30 September 2013 was 8% (2012: 8%).

 

At the end of the year, net debt was £1,193 million (2012: £973 million).

 

Going Concern

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review, as is the financial position of the Group, its cash flows, liquidity position, and borrowing facilities. In addition, note 20 includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit risk and liquidity risk.

 

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

 

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

 

 

 

Dominic Blakemore

Group Finance Director

27 November 2013

 

 

 

Focus on risk

 









Our formula for identifying and managing risk

 

The Board continues to take a proactive approach to recognising and mitigating risk with the aim of protecting its employees and customers and safeguarding the interests of the Company and its Shareholders in the constantly changing environment in which we operate.

 

As set out in the Corporate Governance section within the Annual Report, the Group has policies and procedures in place to ensure that risks are properly identified, 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 are integral parts of the business process, and core activities throughout the Group.

 

Our process for identifying and managing risks is set out in detail in the Corporate Governance section of the Annual Report.

 

The table sets out the principal risks and uncertainties facing the business at the date of this Report. These do not comprise all of the risks that the Group may face and are not listed in any order of priority. Additional risks and uncertainties not presently known to management or deemed to be less material at the date of this Report may also have an adverse effect on the Group.

 

The Group faces a number of operational risks on an ongoing basis such as litigation and financial (including liquidity and credit) risk, each of which was disclosed in previous years' Annual Reports which can be found on our website at www.compass-group.com. We recognise that these risks remain important to the business and they are kept under review. However, we have focused our disclosures on those risks that are considered to be currently more significant to the Group.

 

 

Health, safety and environment



Risk: Health and safety

Risk: Food safety

Risk: Environment

Mitigation: There is potential for accidents in the workplace. Health and safety is our number one operational priority. All management meetings throughout the Group feature a health and safety update as their first agenda item.  Furthermore, health and safety improvement KPIs have been included in the bonus plans for each of the business' management teams effective from 1 October 2012 onwards.

Mitigation: Compass feeds millions of consumers around the world every day, therefore setting the highest standards for food hygiene, and food safety is paramount. The Group has appropriate policies, procedures and standards in place to ensure full compliance with legal obligations and industry standards.  The safety and quality of our Global Supply Chain continues to be assured through compliance against a robust set of standards.  We have recently upgraded these standards and the audit programme that underpins them, to improve supply chain visibility and product integrity.

Mitigation Every day, everywhere, we look to make a positive contribution to the world in which we live and reduce the impact on the environment. We are committed to reducing direct emissions from our operations by 2017 and taking action through partnership with clients to reduce the consumption of energy, water and waste in our operations.  Our Corporate Responsibility statement in the Annual Report describes our approach in more detail.

 

Clients and consumers



Risk: Client retention

Risk: Service delivery and compliance with contract terms and conditions

Risk: Changes in client demand and consumer preferences

Mitigation: We have strategies which strengthen our 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. 

Mitigation: 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.

Mitigation: We strive to meet client and consumer demand for quality, choice and value by developing innovative and nutritious food offers which suit the lifestyle, tastes and spending power of our customers in today's challenging economic environment.







Risk: Consolidation of food and
support services

Risk: Bidding risk


Mitigation: We have developed a range of support services to complement our existing food offer. These services are underpinned by the Compass Service Framework, our standard operating platform for support services, which gives us the ability to deliver to a consistent world-class standard globally and differentiates us from our competitors.

Mitigation: Each year, the Group's operating companies bid selectively for large numbers of contracts and a more limited number of concession opportunities. A rigorous tender process is in place which includes a critical assessment of contracts to identify potential risks (including social and ethical risks) and rewards, prior to approval at an appropriate level in the organisation.


 

People



Risk: Recruitment

Risk: People retention and motivation

Risk: Succession Planning

Mitigation: Failure to attract and recruit people with the right skills at all levels could limit the success of the Group. The Group faces resourcing challenges in some of its businesses due to a lack of industry experience, appropriately qualified people and the seasonal nature of some of our business. However, the Group aims to mitigate this risk by efficient, time-critical resource management, mobilisation of existing, experienced employees within the organisation and through its training and development programmes, to meet its strategic aims.

Mitigation: Retaining and motivating the best people with the right skills is key to the long-term success of the Group. The Group has established training, development, performance management and reward programmes to develop, retain and motivate our best people.

 

The Group has a well-established employee engagement initiative, Your Voice, which helps us to monitor, understand and respond to our employees' needs.

Mitigation: Succession planning is one of the key roles of the Board, to identify and develop employees' potential and to ensure that immediate and future resource is available for the Group to achieve its strategic and operational objectives.

 

The Nomination Committee is responsible for making recommendations to the Board as a whole in respect of Board succession. Details can be found within the Annual Report.




Economic environment



Risk: Economy

Risk: Food cost inflation

Risk: Labour cost inflation

Mitigation: Almost half of our business, the Healthcare & Seniors, Education and Defence, Offshore & Remote sectors, is less susceptible to economic downturns. Revenues in the remaining 51%, the Business & Industry and Sports & Leisure sectors, are more susceptible to economic conditions 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.

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

Mitigation: Our objective is always to deliver the right level of service in the most efficient way. As part of our MAP framework, we have been deploying tools and processes to optimise labour productivity, labour flexibility 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.

 

Eurozone


Risk: Operating performance

Risk: Asset impairment


Mitigation: Recent conditions in the Eurozone indicate that growth rates and consumer demand will remain under pressure for some time. Approximately 15% of our revenues are generated by clients located in the Eurozone. Although the majority of the Group's revenues are generated outside of this region, a prolonged recessionary environment in the Eurozone may adversely impact Group revenues and operating profit. The Company continues to monitor closely its operations within the Eurozone and has in place both a cost reduction plan and an efficiency programme in this region to offset the adverse impact on profitability and to ensure that it is prepared to meet the ongoing challenges presented by the current environment.

Mitigation: Given the continued recessionary environment in the Eurozone, there is pressure on the carrying value of our assets in this region, including goodwill and receivables, with an increased risk of impairment.  During our regular operational reviews, we diligently consider the assumptions underlying the carrying value of our assets, assess their recoverability and ensure that they are appropriately stated.  The Group also performs goodwill impairment testing in all countries, at least annually, to ensure that the respective carrying values are adequately supported.


 

Regulatory, political and competitive environment


Risk: Regulation

Risk: Political stability

Risk: Competition

Mitigation: Changes to laws or regulations could adversely affect our performance. We engage with governments and non-governmental organisations directly or through appropriate trade associations to ensure that our views are represented.  Regulation risk is also considered as part of our annual business planning process.

Mitigation: We are a global business operating in countries and regions with diverse economic and political conditions. Our operations and earnings may be adversely affected by political or economic instability. The Group remains vigilant to future changes presented by emerging markets or fledgling administrations. We engage with governments and non-governmental organisations to ensure the views of our stakeholders are represented and we try to anticipate and contribute to important changes in public policy.

Mitigation: We operate in a competitive marketplace. The level of concentration and outsource penetration varies by country and by sector. 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 continuing to promote our differentiated propositions by focusing on our points of strength such as flexibility in our cost base, quality and value of service as well as continuing to innovate in the variety and quality of our services to clients.

 

Acquisitions and investments



Risk: Acquisition and investment risk

Risk: Joint ventures


Mitigation: Capital investments and potential acquisitions are subject to appropriate levels of due diligence and approval. Post acquisition integration and performance is closely managed and subject to regular review.

Mitigation: In some countries we operate through joint ventures which, if not managed effectively, could cause damage to the Group's reputation. 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.     





Fraud and compliance risk

Reputation risk

Pensions risk

Mitigation: Ineffective compliance management could have an adverse effect on the Group's reputation and could result in significant financial penalties being levied or a criminal action being brought against the Company or its Directors. The Group's zero tolerance based Codes of Business Conduct and Ethics govern all aspects of our relationship with our stakeholders. All alleged breaches of the Codes are investigated. The Group's procedures include regular operating reviews, underpinned by a continual focus on ensuring the effectiveness of internal controls.

Mitigation: 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 brands or reputation are damaged this could adversely impact the Group's performance. The Group's zero tolerance based Codes of Business Conduct and Ethics are designed to safeguard the Company's assets, brands and reputation.

Mitigation: There are inherent funding risks associated with the provision of final salary pensions. Whilst we continue to operate some defined benefit schemes both in the UK and overseas, other than where required by local regulation or statute; these schemes are closed to new entrants. Further information is set out within the Annual Report.

 

Tax risk

Information Technology/ Cyber risk


Mitigation:  As a Group, we seek to plan and manage our tax affairs efficiently in the jurisdictions in which we operate.  In doing so, we act in compliance with the relevant laws and disclosure requirements.  In an increasingly complex international tax environment, a degree of uncertainty is inevitable.  However, we exercise our judgement and seek appropriate professional advice when calculating our tax liabilities and forecasting the recoverability of deferred tax assets.  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 and the Group actively monitors these factors to identify the potential impact.

Mitigation:  The digital world creates many risks for a global business including technology failures, loss of confidential data and damage to brand reputation.  We seek to assess and manage the maturity of our enterprise risk and security infrastructure and our ability to effectively defend against current and future cyber risks by using analysis tools and experienced professionals to evaluate and mitigate potential impacts.  The Group relies on a variety of IT systems in order to manage and deliver services and communicate with our customers, suppliers and employees.  We are focused on the need to maximise the effectiveness of our information systems and technology as a business

enabler and to reduce both cost and exposure as a result. 

 

 

 

Compass Group PLC

Consolidated Financial Statements

 

 

Directors' responsibilities

 

The financial information set out below does not constitute the Company's statutory accounts for the years ended 30 September 2013 or 2012, but is derived from those accounts. Statutory accounts for 2012 have been delivered to the Registrar of Companies and those for 2013 will be delivered following the Company's Annual General Meeting. The Auditor has reported on those accounts; its Reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying its Report and did not contain statements under s498(2) or (3) Companies Act 2006.

 

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

 

·  the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy

·  the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards

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

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

 

The Directors are responsible for preparing the Annual Report and the consolidated financial statements. The Directors are required to prepare consolidated financial statements for the Group in accordance with International Financial Reporting Standards (IFRS). Company law requires the Directors to prepare such financial statements in accordance with IFRS, the Companies Act 2006 and Article 4 of the International Accounting Standard (IAS) Regulation.

 

IAS 1 requires that financial statements present fairly for each financial year the Group's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's 'Framework for the Preparation and Presentation of Financial Statements'. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRS. Directors are also required to:

 

·      properly select and apply accounting policies;

·      present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

·      provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance

 

The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the financial position of the Company, for safeguarding the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a Directors' Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006. The Directors, having prepared the financial statements, have permitted the Auditor to take whatever steps and undertake whatever inspections it considers to be appropriate for the purpose of enabling it to give its audit opinion.

 

The Directors are 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.

 

 

On behalf of the Board

 

 

 

Mark J White

General Counsel and Company Secretary

27 November 2013

 

 

 

Consolidated income statement









for the year ended 30 September 2013




















Before



Before




 



exceptional items

Exceptional items (1)

Total

exceptional items

Exceptional items

Total


 


Notes

2013

2013

2013

2012

2012

2012


 

 £m

 £m

 £m

 £m

 £m

 £m


 










 

Continuing operations









 

Revenue

1

17,557

-

17,557

16,905

-

16,905


 

Operating costs before goodwill impairment

2

(16,329)

(59)

(16,388)

(15,762)

(295)

(16,057)


 

Goodwill impairment

2, 10

-

(377)

(377)

-

-

-


 

Operating profit

1

1,228

(436)

792

1,143

(295)

848


 

Share of profit of associates

1, 13

10

-

10

8

-

8


 

Total operating profit

1

1,238

(436)

802

1,151

(295)

856


 

(Loss)/gain on disposal of the US Corrections business

5

(1)

-

(1)

23

-

23


 

Finance income

4

8

-

8

9

-

9


 

Finance costs

4

(85)

-

(85)

(94)

-

(94)


 

Hedge accounting ineffectiveness

4

(3)

-

(3)

(6)

-

(6)


 

Change in the fair value of investments and non-controlling interest put options

4

-

-

-

1

-

1


 

Profit before tax


1,157

(436)

721

1,084

(295)

789


 

Income tax expense

6

(303)

16

(287)

(250)

72

(178)


 

Profit for the year from continuing operations

1

854

(420)

434

834

(223)

611


 










 

Discontinued operations









 

Profit for the year from discontinued operations

7

3

-

3

-

-

-


 










 

Continuing and discontinued operations









 

Profit for the year


857

(420)

437

834

(223)

611


 










 

Attributable to









 

Equity shareholders of the Company


849

(420)

429

828

(223)

605


 

Non-controlling interests


8

-

8

6

-

6


 

Profit for the year


857

(420)

437

834

(223)

611


 










 

Basic earnings per share (pence)









 

From continuing operations

8



23.3p



32.1p


 

From discontinued operations

8



0.2p



-


 

From continuing and discontinued operations

8



23.5p



32.1p


 










 

Diluted earnings per share (pence)









 

From continuing operations

8



23.2p



31.9p


 

From discontinued operations

8



0.2p



-


 

From continuing and discontinued operations

8



23.4p



31.9p


 










 

(1) Exceptional items include European exceptional and goodwill impairment.


 

 

Analysis of operating profit








for the year ended 30 September 2013


















Total

Total


Notes

2013

2012

 £m

 £m





Continuing operations








Underlying operating profit before share of profit of associates


1,255

1,170

Share of profit of associates


10

8

Underlying operating profit (1)


1,265

1,178

Amortisation of intangibles arising on acquisition


(25)

(18)

Acquisition transaction costs


(3)

(9)

Adjustment to contingent consideration on acquisition


1

-

Operating profit after costs relating to acquisitions and disposals before exceptional items


1,238

1,151

European exceptional

2

(59)

(295)

Goodwill impairment

2, 10

(377)

-

Total operating profit 


802

856









(1) Underlying operating profit excludes European exceptional and goodwill impairment, amortisation of intangibles arising on acquisition, acquisition transaction costs and adjustment to contingent consideration on acquisition.

 

 

Consolidated statement of comprehensive income




for the year ended 30 September 2013













Notes

2013

2012

£m

£m





Profit for the year


437

611

Other comprehensive income




Items that are not reclassified subsequently to profit or loss




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

23

39

(115)

Tax on items relating to the components of other comprehensive income

6

(9)

27



30

(88)

Items that may be reclassified subsequently to profit or loss




Currency translation differences


(80)

(90)



(80)

(90)

Total other comprehensive income/(loss) for the year


(50)

(178)

Total comprehensive income for the year


387

433





Attributable to




Equity shareholders of the Company


379

427

Non-controlling interests


8

6

Total comprehensive income for the year


387

433

 

 

Consolidated statement of changes in equity









for the year ended 30 September 2013









 


Attributable to equity shareholders of the Company



 



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 2012

186

386

49

(1)

4,445

(1,834)

10

3,241

 










 

Profit for the year

-

-

-

-

-

429

8

437

 

Other comprehensive income









 

Currency translation differences

-

-

-

-

(80)

-

-

(80)

 

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

-

-

-

-

-

39

-

39

 

Tax on items relating to the components of other comprehensive income

-

-

-

-

2

(11)

-

(9)

 

Total other comprehensive income

-

-

-

-

(78)

28

-

(50)

 

Total comprehensive income for the year

-

-

-

-

(78)

457

8

387

 

Issue of shares (for cash)

-

9

-

-

-

-

-

9

 

Fair value of share-based payments

-

-

-

-

11

-

-

11

 

Tax on items taken directly to equity (note 6)

-

-

-

-

-

6

-

6

 

Share buy back (1)

(6)

-

6

-

-

(446)

-

(446)

 

Release of LTIP award settled by issue of new shares

-

5

-

-

(5)

-

-

-

 

Other changes

-

-

-

-

1

(5)

(3)

(7)

 


180

400

55

(1)

4,374

(1,822)

15

3,201

 

Dividends paid to Compass shareholders (note 9)

-

-

-

-

-

(404)

-

(404)

 

Dividends paid to non-controlling interests

-

-

-

-

-

-

(6)

(6)

 

At 30 September 2013

180

400

55

(1)

4,374

(2,226)

9

2,791

 

 





Share-based









 payment

Merger

Revaluation

Translation

Total other





reserve

reserve

reserve

reserve

reserves

Other reserves




£m

 £m

£m

£m

£m










At 1 October 2012




156

4,170

7

112

4,445

Other comprehensive income









Currency translation differences




-

-

-

(80)

(80)

Tax on items relating to the components of other comprehensive income




-

-

-

2

2

Total other comprehensive income




-

-

-

(78)

(78)

Total comprehensive income for the year




-

-

-

(78)

(78)

Fair value of share-based payments




11

-

-

-

11

Release of LTIP award settled by issue of new shares




(5)

-

-

-

(5)

Other changes




-

-

-

1

1

At 30 September 2013




162

4,170

7

35

4,374

(1) Including stamp duty and brokers' commission

 

Own shares held by the Group represent 161,622 shares in Compass Group PLC (2012: 197,475 shares). 144,413 shares are held by the Compass Group Employee Share Trust ('ESOP') and 17,209 shares by the Compass Group Long Term Incentive Plan Trust ('LTIPT'). These shares are listed on a recognised stock exchange and their market value at 30 September 2013 was £1.4 million (2012: £1.3 million). The nominal value held at 30 September 2013 was £16,162 (2012: £19,748).

 

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

 

The merger reserve arose in 2000 following the demerger from Granada Compass plc.

 

Consolidated statement of changes in equity

 

for the year ended 30 September 2012









 


Attributable to equity shareholders of the Company



 










 


Share

Share premium

Capital redemption

Own

Other

Retained

Non-controlling



capital

 account

 reserve

 shares

reserves

earnings

 interests

Total


£m

 £m

£m

£m

£m

£m

£m

£m










At 1 October 2011

190

353

44

(1)

4,529

(1,620)

8

3,503

Profit for the year

-

-

-

-

-

605

6

611

Other comprehensive income









Currency translation differences

-

-

-

-

(90)

-

-

(90)

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

-

-

-

-

-

(115)

-

(115)

Tax on items relating to the components of other comprehensive income

-

-

-

-

(1)

28

-

27

Total other comprehensive income

-

-

-

-

(91)

(87)

-

(178)

Total comprehensive income for the year

-

-

-

-

(91)

518

6

433

Issue of shares (for cash)

1

29

-

-

-

-

-

30

Fair value of share-based payments

-

-

-

-

11

-

-

11

Tax on items taken directly to equity (note 6)

-

-

-

-

-

7

-

7

Share buy back

(5)

-

5

-

-

(356)

-

(356)

Release of LTIP award settled by issue of new shares

-

4

-

-

(4)

-

-

-

Acquisition of non-controlling interest

-

-

-

-

-

(2)

2

-

Other changes

-

-

-

-

-

(3)

-

(3)


186

386

49

(1)

4,445

(1,456)

16

3,625

Dividends paid to Compass shareholders (note 9)

-

-

-

-

-

(378)

-

(378)

Dividends paid to non-controlling interests

-

-

-

-

-

-

(6)

(6)

At 30 September 2012

186

386

49

(1)

4,445

(1,834)

10

3,241

 









 




Share-based





 




 payment

Merger

Revaluation

Translation

Total other

 




reserve

reserve

reserve

reserve

reserves

 

Other reserves



£m

 £m

£m

£m

£m

 









 

At 1 October 2011



149

4,170

7

203

4,529

 

Other comprehensive income








 

Currency translation differences



-

-

-

(90)

(90)

 

Tax on items relating to the components of other comprehensive income



-

-

-

(1)

(1)

 

Total other comprehensive income



-

-

-

(91)

(91)

 

Total comprehensive income for the year



-

-

-

(91)

(91)

 

Fair value of share-based payments



11

-

-

-

11

 

Release of LTIP award settled by issue of new shares



(4)

-

-

-

(4)

 

At 30 September 2012



156

4,170

7

112

4,445

 

 

(1) Including stamp duty and brokers' commission

 

 

 

Consolidated balance sheet




 

 

as at 30 September 2013




 

 


Notes

2013

2012

 

 

 £m

 £m

 

 

Non-current assets




 

 

Goodwill

10

3,620

4,037

 

 

Other intangible assets

11

886

804

 

 

Property, plant and equipment

12

714

652

 

 

Interests in associates

13

84

82

 

 

Other investments

14

41

46

 

 

Trade and other receivables

16

83

90

 

 

Deferred tax assets*

6

265

296

 

 

Derivative financial instruments**

20

63

87

 

 

Non-current assets


5,756

6,094

 

 

Current assets




 

 

Inventories

17

255

261

 

 

Trade and other receivables

16

2,072

2,114

 

 

Tax recoverable*


32

31

 

 

Cash and cash equivalents**

18

1,006

728

 

 

Derivative financial instruments**

20

7

2

 

 

Current assets


3,372

3,136

 

 

Total assets


9,128

9,230

 

 

Current liabilities




 

 

Short-term borrowings**

19

(104)

(77)

 

 

Derivative financial instruments**

20

(3)

(3)

 

 

Provisions

22

(189)

(246)

 

 

Current tax liabilities*


(162)

(147)

 

 

Trade and other payables

21

(3,054)

(3,010)

 

 

Current liabilities


(3,512)

(3,483)

 

 

Non-current liabilities




 

 

Long-term borrowings**

19

(2,161)

(1,708)

 

 

Derivative financial instruments**

20

(1)

(2)

 

 

Post-employment benefit obligations

23

(208)

(361)

 

 

Provisions

22

(342)

(357)

 

 

Deferred tax liabilities*

6

(38)

(40)

 

 

Trade and other payables

21

(75)

(38)

 

 

Non-current liabilities


(2,825)

(2,506)

 

 

Total liabilities


(6,337)

(5,989)

 

 

Net assets


2,791

3,241

 

 

Equity




 

 

Share capital

24

180

186

 

 

Share premium account


400

386

 

 

Capital redemption reserve


55

49

 

 

Less: Own shares


(1)

(1)

 

 

Other reserves


4,374

4,445

 

 

Retained earnings


(2,226)

(1,834)

 

 

Total equity shareholders' funds


2,782

3,231

 

 

Non-controlling interests


9

10

 

 

Total equity


2,791

3,241

 

 

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




 

 

Approved by the Board of Directors on 27 November 2013 and signed on their behalf by




 

 

Richard J Cousins, Director




 

 

Dominic Blakemore, Director




 

 

 

 

Consolidated cash flow statement




 

 

for the year ended 30 September 2013




 

 





 

 



2013

2012

 

 


Notes

 £m

 £m

 

 





 

 

Cash flow from operating activities




 

 

Cash generated from operations

27

1,485

1,393

 

 

One-off employer contributions to post-employment benefit obligations


(72)

-

 

 

Interest paid


(71)

(87)

 

 

Premium paid on options


-

(2)

 

 

Interest element of finance lease rentals


(2)

(2)

 

 

Tax received


24

24

 

 

Tax paid


(257)

(259)

 

 

Net cash from operating activities of continuing operations


1,107

1,067

 

 

Net cash used in operating activities of discontinued operations

28

-

(19)

 

 

Net cash from operating activities


1,107

1,048

 

 





 

 

Cash flow from investing activities




 

 

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

26

(104)

(221)

 

 

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

7

(1)

(3)

 

 

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


8

58

 

 

Tax on profits from sale of subsidiary companies and associated undertakings


-

(21)

 

 

Purchase of intangible assets

11

(191)

(154)

 

 

Purchase of property, plant and equipment

12

(276)

(240)

 

 

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


33

28

 

 

Purchase of other investments

14

-

(3)

 

 

Proceeds from sale of other investments

14

9

-

 

 

Dividends received from associated undertakings

13

6

8

 

 

Interest received


8

9

 

 

Net cash used in investing activities by continuing operations


(508)

(539)

 

 

Net cash used in investing activities by discontinued operations

28

-

(24)

 

 

Net cash used in investing activities


(508)

(563)

 

 





 

 

Cash flow from financing activities




 

 

Proceeds from issue of ordinary share capital


9

30

 

 

Purchase of own shares(2)


(446)

(356)

 

 

Net increase/(decrease) in borrowings

29

554

(133)

 

 

Repayment of obligations under finance leases

29

(9)

(10)

 

 

Equity dividends paid

9

(404)

(378)

 

 

Dividends paid to non-controlling interests


(6)

(6)

 

 

Net cash used in financing activities


(302)

(853)

 

 





 

 

Cash and cash equivalents




 

 

Net increase/(decrease) in cash and cash equivalents

29

297

(368)

 

 

Cash and cash equivalents at beginning of the year

29

728

1,110

 

 

Currency translation losses on cash and cash equivalents

29

(19)

(14)

 

 

Cash and cash equivalents at end of the year

29

1,006

728

 

 





 

 

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




 

 

(2) Includes stamp duty and brokers' commission.




 

 





 

 

 

Reconciliation of free cash flow from continuing operations

for the year ended 30 September 2013







2013

2012



 £m

 £m





Net cash from operating activities of continuing operations


1,107

1,067

One-off employer contributions to post-employment benefit obligations


72

-

Purchase of intangible assets


(191)

(154)

Purchase of property, plant and equipment


(276)

(240)

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


33

28

Purchase of other investments


-

(3)

Proceeds from sale of other investments


9

-

Dividends received from associated undertakings


6

8

Interest received


8

9

Dividends paid to non-controlling interests


(6)

(6)

Free cash flow from continuing operations


762

709

Add back: Impact of non-recurring tax issues


-

31

Add back: Cash restructuring costs in the year


72

20

Underlying free cash flow


834

760

 

 








Notes to the consolidated financial statements

for the year ended 30 September 2013

 

 

1 Segmental reporting

 







In line with the changes announced in November 2011, the management of the Company's operations, excluding Central activities, is organised within three segments: North America, the more developed markets of Europe & Japan and our Fast Growing & Emerging markets. These, together with Central activities, comprise the Company's reportable segments. These segments comprise countries which are at similar stages of development and demonstrate similar economic characteristics. Each segment derives revenue from delivery of food and support services.

 

 



Geographical segments


 



North

Europe &

Fast Growing




America

Japan

& Emerging

Total

Revenues


£m

£m

£m

£m







Year ended 30 September 2013






External revenue


8,150

6,039

3,368

17,557







Year ended 30 September 2012






External revenue


7,517

6,243

3,145

16,905

 

 


Products and services: Sectors







Defence,



Business


Healthcare

Sports

Offshore


Revenues

& Industry

Education

& Seniors

& Leisure

& Remote

Total

£m

£m

£m

£m

£m

£m








Year ended 30 September 2013







External revenue

7,121

2,820

3,559

1,784

2,273

17,557








Year ended 30 September 2012







External revenue

7,068

2,645

3,243

1,785

2,164

16,905








(1) There is no inter-segmental trading.

(2) Continuing revenues from external customers arising in the UK, the Group's country of domicile, were £1,813 million (2012: £1,908 million). Continuing revenues from external customers arising in all foreign countries from which the Group derives revenues were £15,744 million (2012: £14,997 million).

 

 



 

Geographical segments


 



North

Europe &

Fast Growing

Central


 



America

Japan

& Emerging

activities

Total

 

Result


£m

£m

£m

£m

£m

 








 

Year ended 30 September 2013






-

 

Operating profit before associates, exceptional items and costs relating to acquisitions


657

420

242

(64)

1,255

 

European exceptional


-

(59)

-

-

(59)

 

Goodwill impairment


-

(377)

-

-

(377)

 

Operating profit before associates and costs relating to acquisitions


657

(16)

242

(64)

819

 

Less: Amortisation of intangibles arising on acquisition


(10)

(6)

(9)

-

(25)

 

Less: Acquisition transaction costs


(1)

(1)

(1)

-

(3)

 

Add: Adjustment to contingent consideration on acquisition


1

-

-

-

1

 

Operating profit before associates - continuing


647

(23)

232

(64)

792

 

Add: Share of profit of associates


6

4

-

-

10

 

Total operating profit - continuing


653

(19)

232

(64)

802

 








 

Loss on disposal of US Corrections business






(1)

 

Finance income






8

 

Finance costs






(85)

 

Hedge accounting ineffectiveness






(3) 

 

Profit before tax






721

 

Income tax expense






(287)

 

Profit for the year from continuing operations






434

 

















Geographical segments


 



North

Europe &

Fast Growing

Central


 



America

Japan

& Emerging

activities

Total

 

Result


£m

£m

£m

£m

£m

 








 

Year ended 30 September 2012







 

Operating profit before associates, exceptional items and costs relating to acquisitions


598

397

235

(60)

1,170

 

European exceptional


-

(295)

-

-

(295)

 

Operating profit before associates and costs relating to acquisitions


598

102

235

(60)

875

 

Less: Amortisation of intangibles arising on acquisition


(6)

(6)

(5)

(1)

(18)

 

Less: Acquisition transaction costs


-

(3)

(4)

(2)

(9)

 

Add: Adjustment to contingent consideration on acquisition


2

(1)

(1)

-

-

 

Operating profit before associates - continuing


594

92

225

(63)

848

 

Add: Share of profit of associates


5

3

-

-

8

 

Total operating profit - continuing


599

95

225

(63)

856

 

Gain on disposal of US Corrections business






23

 

Finance income






9

 

Finance costs






(94)

 

Hedge accounting ineffectiveness






(6)

 

Change in the fair value of investments and non-controlling interest put options





1

 

Profit before tax






789

 

Income tax expense






(178)

 

Profit for the year from continuing operations






611

 

 

 

2 Operating costs








 


Before

Exceptional


Before

Exceptional



 


exceptional items

items

Total

exceptional items

items

Total


 

Operating costs

2013

2013

2013

2012

2012

2012


 

£m

£m

£m

£m

£m

£m


 









 

Cost of food and materials:








 









 

Cost of inventories consumed

5,289

-

5,289

5,232

-

5,232


 









 

Labour costs:








 









 

Employee remuneration (note 3)

8,072

59

8,131

7,710

100

7,810


 









 

Overheads:








 









 

Depreciation - owned property, plant and equipment

176

-

176

169

26

195


 

Depreciation -leased property, plant and equipment

5

-

5

8

-

8


 

Amortisation - owned intangible assets

118

-

118

107

9

116


 

Impairment of goodwill in subsidiaries (1)

-

377

377

-

-

-


 









 

Property lease rentals

88

-

88

85

-

85


 

Other occupancy rentals - minimum guaranteed rent

74

-

74

77

-

77


 

Other occupancy rentals - rent in excess of minimum guaranteed rent

13

-

13

11

-

11


 

Other asset rentals

88

-

88

78

-

78


 









 

Audit and non-audit services

8

-

8

7

-

7


 









 

Other expenses

2,371

-

2,371

2,251

160

2,411


 









 

Operating costs before costs relating to acquisitions

16,302

436

16,738

15,735

295

16,030


 









 

Amortisation - intangible assets arising on acquisition

25

-

25

18

-

18


 

Acquisition transaction costs

3

-

3

9

-

9


 

Adjustment to contingent consideration on acquisition

(1)

-

(1)

-

-

-


 

Total continuing operations

16,329

436

16,765

15,762

295

16,057


 









 

(1) Impairment of goodwill recorded in income statement £377 million (2012: £2 million included in' Other Expenses' related to European exceptional).

 

Exceptional items

 








 

In the years ended  30 September 2013 and 2012, the following exceptional items were recorded:


 






2013

2012


 

European Exceptional 





£m

£m


 

Accelerated efficiencies





59

100


 

Asset write down





-

35


 

Disposals





-

40


 

Provisions for receivables / other operating provisions





-

120


 

Total European exceptional





59

295


 

Goodwill impairment (note 10)





377

-


 

Total exceptional items





436

295


 









 

In 2012, we announced a series of actions to improve the operational efficiency of our operations in Europe and address the very challenging conditions in Southern Europe. We took a £295 million exceptional cost of which £100 million was cash and      £195 million non-cash. Of the £100 million, £20 million was spent in the year to 30 September 2012. The remaining £195 million mainly related to restructuring and streamlining our Southern European operations by making provisions for loss making contracts, providing for the non-recovery of certain debts, exiting a small number of non-core businesses and the consolidation of office space and asset write downs.

 

In 2013, we have continued with these actions and have taken an additional £59 million exceptional cost to continue to improve the operational efficiency of our labour base in Europe.

 

 

3 Employees



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

2013

2012

Number

Number




North America

205,969

194,595

Europe & Japan

153,915

167,323

Fast Growing & Emerging

146,815

146,796

Total continuing operations

506,699

508,714




Aggregate remuneration of all employees including Directors

2013

2012

£m

£m




Wages and salaries

6,713

6,468

Social security costs

1,304

1,237

Share-based payments

13

11

Pension costs - defined contribution plans

80

77

Pension costs - defined benefit plans

21

17

Total continuing operations

8,131

7,810




In addition to the pension cost shown in operating costs above, there is a pensions-related net charge within finance costs of £11 million (2012: net charge of £15 million).

 

 

 

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.




Finance income and costs

2013

2012

 £m

 £m




Finance income



Bank interest

8

9

Total finance income

8

9




Finance costs



Interest on bank loans and overdrafts

8

6

Interest on other loans

60

69

Finance lease interest

2

2

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

70

77

Unwinding of discount on provisions

4

2

Amount charged to pension scheme liabilities net of expected return on scheme assets (note 23)

11

15

Total finance costs

85

94




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



Fair value through profit or loss (unhedged derivatives)

2

3

Derivatives in a fair value hedge relationship

(24)

(31)

Derivatives in a net investment hedge relationship

5

5

Other financial liabilities

87

100

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

70

77

Fair value through profit or loss (unwinding of discount on provisions)

4

2

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

11

15

Total finance costs

85

94




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




The Group uses derivative financial instruments such as forward currency contracts, cross currency swaps 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, which are set out in the Annual Report, 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.

 

Financing related (gains)/losses

2013

2012

 £m

 £m




Hedge accounting ineffectiveness



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

-

1

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

47

(14)

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

(44)

19

Total hedge accounting ineffectiveness losses

3

6







Change in the fair value of investments and non-controlling interest put options



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

-

(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 23.

 

 

5 Disposal of US Corrections Business






On 29 March 2012, the Group disposed of the assets related to its food service and support services business in correctional facilities located in the United States.  The disposal of these assets is in line with the Group's strategy of continuing to focus on core growth sectors. The gain arising on disposal, and subsequent adjustments from the finalisation of liabilities related to the disposal as set out in the table below, are included in profit from continuing operations for the year ended 30 September 2013 and 2012. The assets and results of operations of the Corrections business were included in the North America and the Defence, Offshore & Remote segments.





2013

2012

(Loss)/Gain on disposal of the US Corrections business

£m

 £m

(Loss)/gain on disposal of the US Corrections business

(1)

23

Tax on (loss)/gain on disposal of US Corrections business

-

(10)

Net (loss)/gain on disposal of US Corrections business

(1)

13




 

 

6 Tax










Before

Exceptional


Before

Exceptional


Recognised in the income statement:
Income tax expense on continuing operations


exceptional items

items

Total

exceptional items

items

Total


2013

2013

2013

2012

2012

2012


£m

£m

£m

£m

£m

£m









Current tax








Current year


299

(26)

273

295

(24)

271

Adjustment in respect of prior years


(3)

-

(3)

(21)

-

(21)

Current tax expense/(credit)


296

(26)

270

274

(24)

250









Deferred tax








Current year


1

10

11

(2)

(48)

(50)

Impact of changes in statutory tax rates


5

-

5

6

-

6

Adjustment in respect of prior years


(1)

-

(1)

9

-

9

Deferred tax expense/(credit)


5

10

15

13

(48)

(35)









Income tax expense on continuing operations excluding exceptional recognition of tax losses arising in prior years


301

(16)

285

287

(72)

215









Current tax credit on exceptional recognition of tax losses arising in prior years


-

-

-

(19)

-

(19)

Deferred tax expense/(credit) on exceptional recognition of tax losses arising in prior years


2

-

2

(18)

-

(18)

Total tax expense/(credit) on exceptional recognition of tax losses arising in prior years


2

-

2

(37)

-

(37)









Total income tax








Income tax expense/(credit) on continuing operations


303

(16)

287

250

(72)

178

 

The income tax expense for the year is based on the effective United Kingdom statutory rate of corporation tax for the period of 23.5% (2012: 25%). Overseas tax is calculated at the rates prevailing in the respective jurisdictions. The impact of the changes in statutory rates relates principally to the reduction of the UK corporation tax rate from 24% to 23% from 1 April 2013, 21% from 1 April 2014, and 20% from 1 April 2015. These changes have resulted in a deferred tax charge arising from the reduction in the balance sheet carrying value of deferred tax assets to reflect the anticipated rate of tax at which those assets are expected to reverse.

 

 



Before

Exceptional


Before

Exceptional



exceptional items

items

Total

exceptional items

items

Total


2013

2013

2013

2012

2012

2012


£m

£m

£m

£m

£m

£m









Profit before tax from continuing operations


1,157

(436)

721

1,084

(295)

789









Notional income tax expense at the effective UK statutory rate of 23.5% (2012: 25%) on profit before tax


272

(103)

169

271

(74)

197

Effect of different tax rates of subsidiaries operating in other jurisdictions


99

(3)

96

88

(10)

78

Impact of changes in statutory tax rates


5

-

5

6

-

6

Permanent differences


(71)

90

19

(63)

7

(56)

Impact of share-based payments


(1)

-

(1)

(1)

-

(1)

Tax on profit of associates


(1)

-

(1)

(1)

-

(1)

Losses and other temporary differences not previously recognised


(1)

-

(1)

(6)

1

(5)

Unrelieved current year tax losses


3

-

3

5

4

9

Prior year items


(4)

-

(4)

(12)

-

(12)

Income tax expense on continuing operations excluding exceptional recognition of tax losses arising in prior years


301

(16)

285

287

(72)

215

Exceptional recognition of tax losses arising in prior years


2

-

2

(37)

-

(37)

Income tax expense on continuing operations


303

(16)

287

250

(72)

178













2013



2012

Tax (charged)/credited to other comprehensive income




£m



£m









Current and deferred tax (charges)/credits on actuarial and other movements on post-employment benefits




(11)



28

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




2



(1)

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


(9)



27













2013



2012

Tax credited to equity




£m



£m









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




6



7

Tax credit on items recognised in equity




6



7









 

 




Pensions



Net





and post-


Self-funded

short-term


 

Movement in net deferred tax asset/(liability)

Tax


employment


insurance

temporary


 depreciation

Intangibles

benefits

Tax losses

 provisions

differences

Total

£m

 £m

£m

£m

£m

£m

£m









At 1 October 2011

9

(161)

145

18

55

139

205

(Charge)/credit to income

(1)

(9)

2

7

5

47

51

Credit to equity/other comprehensive income

-

-

17

-

-

1

18

Business acquisitions

-

(14)

2

-

-

2

(10)

Other movements

3

-

(1)

(2)

-

(2)

(2)

Exchange adjustment

1

8

(5)

(2)

(2)

(6)

(6)

At 30 September 2012

12

(176)

160

21

58

181

256









At 1 October 2012

12

(176)

160

21

58

181

256

(Charge)/credit to income

(4)

(10)

(13)

(1)

6

5

(17)

(Charge)/credit to equity/other comprehensive income

-

-

(11)

1

-

3

(7)

Business acquisitions

(1)

(1)

-

-

-

-

(2)

Other movements

2

-

-

-

-

(3)

(1)

Exchange adjustment

-

4

-

-

-

(6)

(2)

At 30 September 2013

9

(183)

136

21

64

180

227









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

 









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







2013

2012

Net deferred tax balance






£m

£m









Deferred tax assets






265

296

Deferred tax liabilities






(38)

(40)

Net deferred tax asset






227

256









Unrecognised deferred tax assets in respect of tax losses and other temporary differences amount to £50 million (2012: £46 million). Of the total, tax losses of £33 million will expire at various dates between 2013 and 2022. These deferred tax assets have not been recognised as the timing of recovery is uncertain.

Overseas dividends received by UK resident group companies are largely exempt from UK tax but may be subject to foreign withholding taxes. The unremitted earnings of those overseas subsidiaries affected by such taxes is £401 million (2012: £325 million). No deferred tax liability is recognised on these temporary differences as the Group is able to control the timing of reversal and it is probable that this will not take place in the foreseeable future.

 

 

7 Discontinued operations






Year ended 30 September 2013

The profit for the year from discontinued operations was £3 million (2012: £nil).

Financial performance of discontinued operations

2013

2012

£m

£m




Trading activities of discontinued operations



Operating costs (1)

-

(1)

Loss before tax

-

(1)

Income tax credit (see below) (2)

2

-

Profit/(loss) after tax

2

(1)




Disposal of net assets and other adjustments relating to discontinued operations



Income tax credit (see below) (2)

1

1

Total profit after tax

1

1




Profit for the year from discontinued operations



Profit for the year from discontinued operations

3

-




(1) The trading activity in the year ended 30 September 2012 relates to the final run-off activity in businesses earmarked for closure.

(2) Release of surplus tax provisions.

Income tax from discontinued operations

2013

2012

£m

£m




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



Current tax

3

3

Deferred tax

-

(2)

Income tax credit on discontinued operations

3

1




Net assets disposed and disposal proceeds

2013

2012

£m

£m




Decrease in retained liabilities (1)

(1)

(3)




Consideration, net of costs

(1)

(3)




Cash outflow from current year disposals

(1)

(3)




Cash outflow from disposals

(1)

(3)




(1) Includes the utilisation of disposal provisions of £1 million in the year ended 30 September 2013 (2012: £3 million).

 

 

8 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, European exceptional, the amortisation of intangible assets arising on acquisition, acquisition transaction costs, adjustment to contingent consideration on acquisition, hedge accounting ineffectiveness, the change in the fair value of investments, the tax attributable to these amounts and the exceptional recognition of tax losses. These items are excluded in order to show the underlying trading performance of the Group.

 


2013

2012



Attributable

Attributable


Attributable profit

profit

profit


£m

£m






Profit for the year attributable to equity shareholders of the Company

429

605


Less: Profit for the year from discontinued operations

(3)

-


Attributable profit for the year from continuing operations

426

605


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

18

14


Add back: Acquisition transaction costs (net of tax)

3

8


Less: Adjustment to contingent consideration on acquisition (net of tax)

(1)

-


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

-

(1)


Add back: European exceptional (net of tax)

43

223


Add back: Goodwill impairment

377

-


Add back: Loss/(gain) on disposal of US Corrections business (net of tax)

1

(13)


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

2

4


Add back: Exceptional recognition of tax losses

2

(37)


Underlying attributable profit for the year from continuing operations

871

803


 

 

 


2013

2012

 


Ordinary shares

Ordinary shares

 

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

of 10p each

of 10p each

 

millions

millions

 




 

Average number of shares for basic earnings per share

1,827

1,884

 

Dilutive share options

8

10

 

Average number of shares for diluted earnings per share

1,835

1,894

 

 

 


2013

2012


Earnings

Earnings

per share

per share

pence

pence




Basic earnings per share (pence)



From continuing and discontinued operations

23.5

32.1

From discontinued operations

(0.2)

-

From continuing operations

23.3

32.1

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

1.0

0.8

Acquisition transaction costs (net of tax)

0.2

0.4

Adjustment to contingent consideration on acquisition (net of tax)

(0.1)

-

European exceptional (net of tax)

2.4

11.8

Goodwill impairment

20.6

-

Loss/(gain) on disposal of US Corrections business (net of tax)

0.1

(0.7)

Hedge accounting ineffectiveness (net of tax)

0.1

0.2

Exceptional recognition of tax losses

0.1

(2.0)

From underlying continuing operations

47.7

42.6




Diluted earnings per share (pence)



From continuing and discontinued operations

23.4

31.9

From discontinued operations

(0.2)

-

From continuing operations

23.2

31.9

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

1.0

0.8

Acquisition transaction costs (net of tax)

0.2

0.4

Adjustment to contingent consideration on acquisition (net of tax)

(0.1)

-

European exceptional (net of tax)

2.4

11.8

Goodwill impairment

20.5

-

Loss/(gain) on disposal of US Corrections business (net of tax)

0.1

(0.7)

Hedge accounting ineffectiveness (net of tax)

0.1

0.2

Exceptional recognition of tax losses

0.1

(2.0)

From underlying continuing operations

47.5

42.4




 

9 Dividends










A final dividend in respect of 2013 of 16.0 pence per share, £289 million in aggregate(1), has been proposed, giving a total dividend in respect of 2013 of 24.0 pence per share (2012: 21.3 pence per share). The proposed final dividend is subject to approval by shareholders at the Annual General Meeting on 6 February 2014 and has not been included as a liability in these financial statements.


2013

2012


Dividends


Dividends


Dividends on ordinary shares of 10p each

per share


per share


pence

£m

pence

£m






Amounts recognised as distributions to equity shareholders during the year:





Final dividend for the prior year

14.1p

259

12.8p

243

Interim dividend for the current year

8.0p

145

7.2p

135

Total dividends

22.1p

404

20.0p

378






(1) Based on the number of shares in issue at 30 September 2013 (1,804 million shares)





 

 

10 Goodwill










During the year the Group made a number of acquisitions. See note 26 for more details.

Goodwill








£m






Cost





At 1 October 2011




4,172

Additions




91

Business disposals - other activities




(22)

Currency adjustment




(90)

At 30 September 2012




4,151






At 1 October 2012




4,151

Additions




39

Business disposals - other activities




(5)

Currency adjustment




(77)

At 30 September 2013




4,108






Impairment





At 1 October 2011




112

Impairment charge recognised in the year




2

At 30 September 2012




114






At 1 October 2012




114

Business disposals - other activities




(3)

Impairment charge recognised in the year




377

At 30 September 2013




488






Net book value





At 30 September 2012




4,037

At 30 September 2013




3,620







Goodwill acquired in a business combination is allocated at acquisition to each cash-generating unit ('CGU') that is expected to benefit from that business combination. A summary of goodwill allocation by business segment is shown below:

 

 

Goodwill by business segment



2013

2012



£m

£m






USA



1,202

1,174

Rest of North America



151

155

Total North America



1,353

1,329

UK



1,426

1,803

Rest of Europe & Japan



460

485

Total Europe & Japan



1,886

2,288

Fast Growing & Emerging



381

420

Total 



3,620

4,037











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







2013

2012

Growth and discount rates

Residual

Pre-tax

Residual

Pre-tax

growth rates

discount rates

growth rates

discount rates






USA

2.2%

11.4%

2.2%

9.9%

Rest of North America

2.0%

10.4%

2.2%

8.8%

UK

2.0%

10.6%

2.3%

9.0%

Rest of Europe & Japan

0.9%-3.1%

8.9-15.0%

0.3-3.0%

7.3-16.8%

Fast Growing & Emerging

2.1%-7.8%

9.7-18.3%

2.2-7.9%

8.5-18.8%
















During the year ended 30 September 2013, a goodwill impairment charge of £377 million was reported in relation to the Group's business in the UK.  The impairment charge was primarily driven by an increase in the discount rate applied as a result of increases in UK gilt rates and reflecting the normal year end review of the long term growth expectations.  Given the current economic climate, a sensitivity analysis has been performed in assessing recoverable amounts of goodwill for all CGUs.  This has been based on changes in key assumptions considered to be reasonably possible by management.  There are no other CGUs that are sensitive to reasonably possible changes in key assumptions.






The changes set out below to the assumptions used in the impairment review would, in isolation, lead to an (increase)/decrease to the UK impairment loss recognised in the year ended 30 September 2013:

 

 




2013




£m

£m




Increase

Decrease



by 0.2pp

by 0.2pp

Pre-tax discount rate



(34)

35

Residual growth rates



26

(24)






 

In 2012, for the UK, to which goodwill of £1,803 million was allocated, an increase in the discount rate of 0.2% or a decrease in the long-term growth rate of 0.2% would have eliminated the headroom of approximately £46 million under each scenario. 

 

 

11 Other intangible assets







Contract and other intangibles(1)



Computer software

Arising on



Other intangible assets

 acquisition

Other

Total

 £m

£m

£m

£m






Cost





At 1 October 2011

244

271

700

1,215

Additions

23

-

131

154

Disposals

(40)

-

(64)

(104)

Business acquisitions

-

96

-

96

Reclassified

4

-

2

6

Currency adjustment

(9)

(13)

(25)

(47)

At 30 September 2012

222

354

744

1,320






At 1 October 2012

222

354

744

1,320

Additions

21

-

170

191

Disposals

(15)

(1)

(67)

(83)

Business acquisitions

-

68

-

68

Business disposals

(3)

(2)

-

(5)

Reclassified

3

(2)

(1)

-

Currency adjustment

(4)

(16)

(4)

(24)

 

At 30 September 2013

224

401

842

1,467






Amortisation





At 1 October 2011

165

27

304

496

Charge for the year

29

18

87

134

Disposals

(38)

-

(58)

(96)

Reclassified

2

-

-

2

Currency adjustment

(6)

(2)

(12)

(20)

At 30 September 2012

152

43

321

516






At 1 October 2012

152

43

321

516

Charge for the year

21

25

97

143

Disposals

(15)

-

(54)

(69)

Business disposals

(2)

-

-

(2)

Reclassified

2

(2)

-

-

Currency adjustment

(3)

(4)

-

(7)

At 30 September 2013

155

62

364

581






Net book value





At 30 September 2012

70

311

423

804

At 30 September 2013

69

339

478

886






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

 

 

12 Property, plant and equipment






Land and

Plant and

Fixtures and


Property, plant and equipment

buildings

 machinery

 fittings

Total

£m

£m

£m

£m






Cost





At 1 October 2011

290

950

510

1,750

Additions (1)

22

155

63

240

Disposals

(9)

(71)

(36)

(116)

Business disposals - other activities

(1)

(2)

(3)

(6)

Business acquisitions

4

10

1

15

Reclassified

5

(9)

5

1

Currency adjustment

(10)

(39)

(21)

(70)

At 30 September 2012

301

994

519

1,814






At 1 October 2012

301

994

519

1,814

Additions (1)

86

125

67

278

Disposals

(12)

(75)

(44)

(131)

Business disposals - other activities

(2)

(4)

(3)

(9)

Business acquisitions

1

5

-

6

Reclassified

4

(5)

4

3

Currency adjustment

(18)

(11)

(7)

(36)

At 30 September 2013

360

1,029

536

1,925






Depreciation





At 1 October 2012

158

602

335

1,095

Charge for the year

30

111

62

203

Disposals

(7)

(57)

(30)

(94)

Business disposals - other activities

-

(1)

(3)

(4)

Reclassified

(1)

2

4

5

Currency adjustment

(6)

(25)

(12)

(43)

At 30 September 2012

174

632

356

1,162






At 1 October 2012

174

632

356

1,162

Charge for the year

21

112

48

181

Disposals

(9)

(63)

(38)

(110)

Business disposals - other activities

(2)

(3)

(3)

(8)

Reclassified

-

3

2

5

Currency adjustment

(9)

(6)

(4)

(19)

At 30 September 2013

175

675

361

1,211






Net book value





At 30 September 2012

127

362

163

652

At 30 September 2013

185

354

175

714






(1) Includes leased assets of £2 million (2012: £4 million).










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







Land and

Plant and

Fixtures and


Property, plant and equipment held under finance leases

buildings

machinery

fittings

Total

£m

£m

£m

£m






At 30 September 2012

7

11

2

20

At 30 September 2013

7

8

1

16






 

 

13 Interests in associates










Significant interest in associates are:








2013

2012

Country of  incorporation

% ownership

% ownership






Twickenham Experience Ltd

England & Wales

40%

40%

Oval Events Limited

England & Wales

25%

25%

AEG Facilities, LLC


USA

49%

49%

Thompson Hospitality Services LLC

USA

49%

49%











Interests in associates



2013

2012



£m

£m






Net book value





At 1 October



82

79

Additions



-

7

Share of profits less losses (net of tax)



10

8

Dividends received



(6)

(8)

Currency and other adjustments



(2)

(4)

At 30 September



84

82






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










Associates


2013

2012


£m

£m






Share of revenue and profits





Revenue



49

43

Expenses/taxation (1)



(39)

(35)

Profit after tax for the year



10

8






Share of net assets





Goodwill



33

30

Other



51

52

Net assets



84

82






Share of contingent liabilities





Contingent liabilities



(2) 

(5)






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

 

 

14 Other investments




2013

2012

£m

£m




Net book value



At 1 October

46

41

Additions

-

3

Disposals

(9)

(1)

Business acquisitions

-

1

Currency and other adjustments

4

2

At 30 September

41

46




Comprised of



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

7

7

Other investments (1), (3)

10

9

Life insurance policies and mutual fund investments (1), (2), (3)

24

30

Total

41

46




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

(2) Life insurance policies used by overseas companies to meet the cost of unfunded post-employment benefit obligations as set out in note 23.

(3) As per the fair value hierarchies explained in the annual report, the investment in Au Bon Pain is Level 3, other investments are Level 1 and the life insurance policies are Level 2.

 

 

15 Joint ventures





Principal joint ventures



2013

2012

Country of  incorporation

% ownership

% ownership






Quadrant Catering Ltd

England & Wales

49%

49%

ADNH-Compass Middle East LLC

United Arab Emirates

50%

50%

Express Support Services Limitada

Angola

50%

50%











None of these investments is held directly by the Ultimate Parent Company. All joint ventures provide food service and/or support services in their respective countries of incorporation and make their accounts up to 30 September.






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









2013

2012

Joint ventures



£m

£m






Share of revenue and profits





Revenue



196

195

Expenses



(175)

(175)

Profit after tax for the year



21

20






Share of net assets





Non-current assets



6

5

Current assets



78

74

Non-current liabilities



(6)

-

Current liabilities



(44)

(47)

Net assets



34

32






Share of contingent liabilities





Contingent liabilities



20

19






 

 

16 Trade and other receivables








2013

2012

Trade and other receivables

Current

 Non-current

Total

Current

 Non-current

Total

£m

£m

£m

£m

£m

£m








Net book value







At 1 October

2,114

90

2,204

2,030

77

2,107

Net movement

9

(2)

7

163

18

181

Currency adjustment

(51)

(5)

(56)

(79)

(5)

(84)

At 30 September

2,072

83

2,155

2,114

90

2,204








Comprised of







Trade receivables

1,862

4

1,866

1,900

4

1,904

Less: Provision for impairment of trade receivables

(101)

-

(101)

(99)

-

(99)

Net trade receivables (1)

1,761

4

1,765

1,801

4

1,805








Other receivables

58

69

127

59

74

133

Less: Provision for impairment of other receivables

(11)

-

(11)

(8)

-

(8)

Net other receivables

47

69

116

51

74

125








Accrued income

166

-

166

163

-

163

Prepayments

98

10

108

99

12

111








Trade and other receivables

2,072

83

2,155

2,114

90

2,204








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








Trade receivables














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








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








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








Trade receivable days for the continuing business at 30 September 2013 were 44 days (2012: 46 days).

 

 

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


2013

 


Not

0-3

3-6

6-12

Over 12


 


yet

months

months

months

months


 

Trade receivables

due

overdue

overdue

overdue

overdue

Total

 

£m

£m

£m

£m

£m

£m

 








 

Gross trade receivables

1,442

312

53

22

37

1,866

 

Less: Provision for impairment of trade receivables

(7)

(10)

(30)

(19)

(35)

(101)

 

Net trade receivables

1,435

302

23

3

2

1,765

 








 


2012

 


Not

0-3

3-6

6-12

Over 12


 


yet

months

months

months

months


 


due

overdue

overdue

overdue

overdue

Total

 

Trade receivables

£m

£m

£m

£m

£m

£m

 








 

Gross trade receivables

1,467

329

49

21

38

1,904

 

Less: Provision for impairment of trade receivables

(4)

(10)

(31)

(19)

(35)

(99)

 

Net trade receivables

1,463

319

18

2

3

1,805

 








 








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

 









2013

2012

Provision for impairment of trade and other receivables

Trade

Other

Total

Trade

Other

Total

£m

£m

£m

£m

£m

£m








At 1 October

99

8

107

75

8

83

Charged to income statement

38

1

39

51

-

51

Credited to income statement

(15)

(1)

(16)

(15)

(1)

(16)

Utilised

(12)

-

(12)

(14)

-

(14)

Business acquisitions

-

-

-

-

1

1

Reclassified

(8)

3

(5)

-

-

-

Currency adjustment

(1)

-

(1)

2

-

2

At 30 September

101

11

112

99

8

107















At 30 September 2013, trade receivables of £330 million (2012: £342 million) were past due but not impaired. The Group has made a provision based on a number of factors, including past history of the debtor, and all amounts not provided for are considered to be recoverable.

 

 

17 Inventories



Inventories

2013

2012

£m

£m




Net book value



At 1 October

261

270

Net movement

1

1

Currency adjustment

(7)

(10)

At 30 September

255

261




 

18 Cash and cash equivalents



Cash and cash equivalents

2013

2012

£m

£m




Cash at bank and in hand

316

284

Short-term bank deposits

690

444

Cash and cash equivalents (1)

1,006

728

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




Cash and cash equivalents by currency

2013

2012

£m

£m




Sterling

541

456

US Dollar

218

50

Euro

71

31

Japanese Yen

16

13

Other

160

178

Cash and cash equivalents

1,006

728




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

 

 

19 Short-term and long-term borrowings








2013

2012

Short-term and long-term borrowings

Current

Non-current

Total

Current

Non-current

Total

£m

£m

£m

£m

 £m

£m








Bank overdrafts

20

-

20

58

-

58

Bank loans

4

301

305

11

52

63

Loan notes

74

1,073

1,147

-

872

872

Bonds

-

772

772

-

764

764

Borrowings (excluding finance leases)

98

2,146

2,244

69

1,688

1,757

Finance leases

6

15

21

8

20

28

Borrowings (including finance leases) (1)

104

2,161

2,265

77

1,708

1,785








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








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

 

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

The Group has fixed term, fixed interest private placements totalling US$1,782 million (£1,100 million) at interest rates between 3.09% and 6.72%. The carrying value of these loan notes is £1,111 million. It also has a Sterling denominated private placement of £35 million with a carrying value of £36 million at an interest rate of 7.55%.

 





Nominal value

Redeemable

Interest








US$ private placement




$105m

Oct 2013

6.45%

US$ private placement




$15m

Nov 2013

5.67%

US$ private placement




$162m

Oct 2015

6.72%

Sterling private placement




£35m

Oct 2016

7.55%

US$ private placement




$250m

Oct 2018

3.31%

US$ private placement




$200m

Sep 2020

3.09%

US$ private placement




$398m

Oct 2021

3.98%

US$ private placement




$352m

Oct 2023

4.12%

US$ private placement




$300m

Sep 2025

3.81%















The Group also has a Sterling denominated Eurobond of £250 million at an interest rate of 7.0%, redeemable in December 2014 and a Euro denominated Eurobond of €600 million at an interest rate of 3.125%, redeemable in February 2019. The carrying value of these bonds is £772 million. The £250 million bond is recorded at its fair value to the Group on acquisition.

Bonds










Nominal value

Redeemable

Interest








Sterling Eurobond




£250m

Dec 2014

7.00%

Euro Eurobond




€600m

Feb 2019

3.13%















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








Maturity profile of borrowings (excluding finance leases)





2013

2012





 £m

£m








Within 1 year, or on demand





98

69

Between 1 and 2 years





264

80

Between 2 and 3 years





153

274

Between 3 and 4 years





286

154

Between 4 and 5 years





-

37

In more than 5 years





1,443

1,143

Borrowings (excluding finance leases)





2,244

1,757








 

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











2013

2012




Carrying

Fair

Carrying

Fair

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



value

value

value

value



£m

£m

£m

£m








Bank overdrafts



20

20

58

58

Bank loans



305

305

63

63

Loan notes



1,147

1,170

872

890

£250m Eurobond Dec 2014



262

267

274

281

€600m Eurobond Dec 2019



510

534

490

510

Bonds



772

801

764

791

Borrowings (excluding finance leases)



2,244

2,296

1,757

1,802








 




2013

2012





Present


Present

Gross and present value of finance lease liabilities



Gross

value

Gross

value



£m

£m

£m

 £m








Finance lease payments falling due:







Within 1 year



7

6

8

8

In 2 to 5 years



11

11

17

16

In more than 5 years



4

4

4

4




22

21

29

28

Less: Future finance charges



(1)

-

(1)

-

Gross and present value of finance lease liabilities



21

21

28

28
















2013

2012



Finance



Finance



Borrowings

leases

Total

Borrowings

leases

Total

Borrowings by currency

£m

£m

£m

£m

£m

£m








Sterling

599

-

599

360

2

362

US Dollar

1,111

2

1,113

885

4

889

Euro

520

13

533

503

16

519

Japanese Yen

-

-

-

-

4

4

Other

14

6

20

9

2

11

Total

2,244

21

2,265

1,757

28

1,785















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








Undrawn committed facilities





2013

2012





£m

 £m








Expiring between 1 and 5 years





700

700








 

 

20 Derivative financial instruments


















Capital risk management


















The Group manages its capital structure to ensure that it will be able to continue as a going concern. The capital structure of the Group consists of cash and cash equivalents as disclosed in note 18; debt, which includes the borrowings disclosed in note 19; and equity attributable to equity shareholders of the Parent, comprising issued share capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.

Financial management


















The Group continues to manage its interest rate and foreign currency exposure in accordance with the policies set out in the Annual Report. 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 swaps, forward currency contracts and cross currency swaps, 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.

Liquidity risk

 


















The Group finances its borrowings from a number of sources including the bank, the public and the private placement markets. The Group has developed long-term relationships with a number of financial counterparties with the balance sheet strength and credit quality to provide credit facilities as required. The Group seeks to avoid a concentration of debt maturities in any one period to spread its refinancing risk.


The Group's policy to manage the credit risk associated with trade and other receivables is set out in note 16.

 


2013

2012


Current

Non-current

Current

Non-current

Current

 Non-current

Current

 Non-current

Derivative financial instruments

assets

 assets

liabilities

 liabilities

 assets

assets

liabilities

 liabilities

£m

£m

£m

£m

£m

£m

£m

£m










Interest rate swaps:









Fair value hedges (1)

2

41

-

(1)

-

84

-

-

Not in a hedging relationship (2)

-

-

(1)

-

-

-

(2)

(1)










Other derivatives:









Forward currency contracts and cross currency swaps

5

21

(2)

-

1

1

(1)

(1)

Others

-

1

-

-

1

2

-

-

Total

7

63

(3)

(1)

2

87

(3)

(2)










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

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

 




2013

2012

Notional amount of derivative financial instruments by currency





Fair value

Cash flow

Fair value

Cash flow





 swaps

 swaps

swaps

swaps





£m

£m

£m

£m










Sterling





220

-

220

-

US Dollar





680

395

497

62

Euro





393

38

359

68

Japanese Yen





-

45

-

47

Other





-

124

-

92

Total





1,293

602

1,076

269

 

 




2013

2012





Forward

Effective


Forward

Effective

Effective currency denomination of borrowings after the effect of derivatives



Gross

currency

 currency of

Gross

currency

 currency of



borrowings

contracts (1)

borrowings

borrowings

contracts (1)

borrowings



£m

£m

£m

£m

£m

£m










Sterling



599

(28)

571

362

163

525

US Dollar



1,113

(75)

1,038

889

(80)

809

Euro



533

(251)

282

519

(312)

207

Japanese Yen



-

55

55

4

55

59

Other



20

275

295

11

174

185

Total



2,265

(24)

2,241

1,785

-

1,785

(1) Includes cross currency contracts









 

 

21 Trade and other payables















2013

2012

Trade and other payables

Current

 Non-current

Total

Current

 Non-current

Total

£m

£m

£m

£m

£m

£m








Net book value







At 1 October

3,010

38

3,048

2,900

39

2,939

Net movement

106

42

148

216

(1)

215

Currency adjustment

(62)

(5)

(67)

(106)

-

(106)

At 30 September

3,054

75

3,129

3,010

38

3,048








Comprised of







Trade payables (1)

1,349

-

1,349

1,310

2

1,312

Social security and other taxes

279

-

279

306

-

306

Other payables

164

22

186

148

19

167

Deferred consideration on acquisitions (1)

17

6

23

7

11

18

Accruals (2)

990

47

1,037

952

6

958

Deferred income

248

-

248

281

-

281

Amounts owed to associates (3)

7

-

7

6

-

6

Trade and other payables

3,054

75

3,129

3,010

38

3,048








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

(2) Of this balance £393 million (2012: £315 million) is categorised as 'other financial liabilities' (IAS 39).





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








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

Trade payable days for the continuing business at 30 September 2013 were 68 days (2012: 67 days).

 

22 Provisions










Provisions in








 respect of








discontinued








and disposed

Onerous

Legal and




Provisions

 Insurance

 businesses

contracts

other claims

Reorganisation

Other

Total

£m

£m

 £m

 £m

 £m

 £m

 £m









At 1 October 2011

201

54

41

130

7

6

439

Reclassified (1)

(1)

1

-

-

-

-

-

Expenditure in the year

(9)

(3)

(9)

(37)

(13)

(2)

(73)

Charged to income statement

33

29

53

23

101

55

294

Credited to income statement

-

(29)

(6)

(4)

-

(5)

(44)

Business acquisitions

-

-

-

-

1

-

1

Unwinding of discount on provisions

-

-

2

-

-

-

2

Currency adjustment

(7)

-

(2)

(7)

(2)

2

(16)

At 30 September 2012

217

52

79

105

94

56

603









At 1 October 2012

217

52

79

105

94

56

603

Reclassified (1)

-

(4)

4

1

(1)

(4)

(4)

Expenditure in the year

(11)

(1)

(31)

(5)

(69)

(18)

(135)

Charged to income statement

23

-

4

10

46

12

95

Credited to income statement

-

-

(4)

(16)

(6)

(4)

(30)

Unwinding of discount on provisions

-

-

3

-

-

-

3

Currency adjustment

(1)

-

1

(4)

3

-

(1)

At 30 September 2013

228

47

56

91

67

42

531









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









Provisions






2013

2012






 £m

£m









Current






189

246

Non-current






342

357

Total provisions






531

603

 

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-of 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.


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 other sundry claims. The timing of the settlement of these claims is uncertain.

Provisions for re-organisation includes provision for redundancy costs.


Other provisions include environmental provisions. These 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.

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

 

 

23 Post-employment benefit obligations




















Pension schemes operated




















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

The contributions payable for defined contribution schemes of £80 million (2012: £77 million) have been fully expensed against profits in the current year.

 

 

All Schemes




















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












UK schemes

USA schemes

Other schemes


2013

2012

2011

2013

2012

2011

2013

2012

2011











Discount rate

4.4%

4.5%

5.1%

4.3%

3.5%

4.4%

3.6%

3.1%

3.7%

Inflation assumption

3.4%

2.7%

3.0%

2.2%

2.3%

2.3%

2.0%

2.0%

2.1%

CPI inflation assumption

2.65%

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Rate of increase in salaries

3.4%

3.7%

4.0%

3.0%

3.0%

3.0%

2.1%

2.4%

2.5%

Rate of increase for pensions in payment

3.3%

2.7%

3.0%

2.2%

2.3%

2.3%

0.5%

0.5%

0.7%

Rate of increase for deferred pensions

3.4%

2.7%

3.0%

0.0%

0.0%

0.0%

0.0%

0.3%

0.5%































The mortality assumptions used to value the UK pension schemes are derived from the S1NA generational mortality tables with improvements in line with the projection model prepared by the Continuous Mortality Investigation of the UK actuarial profession, with no rating for males or females, with a long-term underpin of 1.25%.  These mortality assumptions take account of experience to date, and assumptions for further improvements in the life expectancy of scheme members.











Examples of the resulting life expectancies are as follows:

















2013

2012

Life expectancy at 65 (years)




Male

Female

Male

Female









Member aged 65 in 2013 (2012)






22.4

24.4

22.4

24.8

Member aged 65 in 2033 (2032)






24.2

26.3

24.1

26.8





















The other demographic assumptions have been set having regard to the latest trends in scheme experience and other relevant data.  The assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of pension schemes.

For the overseas schemes, regionally appropriate assumptions have been used where recommended by local actuaries. For US schemes, examples of the resulting life expectancies are as follows:

















2013

2012

Life expectancy at 65 (years)




Male

Female

Male

Female









Member aged 65 in 2013 (2012)






19.2

21.0

19.1

21.0











 

Movements in the fair value of plan assets

2013

2012

UK

USA

Other

Total

UK

USA

Other

Total

£m

£m

£m

£m

£m

£m

£m

£m











At 1 October


1,546

224

129

1,899

1,445

192

136

1,773

Currency adjustment


-

(1)

(2)

(3)

-

(7)

(6)

(13)

Expected return on plan assets


67

14

5

86

66

13

6

85

Actuarial gain/(loss)


109

10

-

119

63

19

5

87

Employee contributions


-

14

3

17

-

12

4

16

Employer contributions


102

16

28

146

30

24

18

72

Benefits paid


(52)

(20)

(23)

(95)

(58)

(19)

(18)

(95)

Disposals and plan settlements


-

(7)

(13)

(20)

-

(10)

(16)

(26)

At 30 September


1,772

250

127

2,149

1,546

224

129

1,899





















Movement in the present value of defined benefit obligations

2013

2012

UK

USA

Other

Total

UK

USA

Other

Total

£m

£m

£m

£m

£m

£m

£m

£m











At 1 October


1,678

342

241

2,261

1,499

319

248

2,066

Currency adjustment


-

(1)

(1)

(2)

-

(12)

(11)

(23)

Current service cost


2

7

12

21

2

7

11

20

Curtailment credit


-

-

-

-

-

(2)

(1)

(3)

Amount charged to plan liabilities


74

16

7

97

75

16

9

100

Actuarial (gain)/loss


88

1

(9)

80

160

31

11

202

Employee contributions


-

14

3

17

-

12

4

16

Benefits paid


(52)

(20)

(23)

(95)

(58)

(19)

(18)

(95)

Disposals and plan settlements


-

(7)

(14)

(21)

-

(10)

(16)

(26)

Acquisitions


-

-

-

-

-

-

4

4

At 30 September


1,790

352

216

2,358

1,678

342

241

2,261











 

 

Present value of defined benefit obligations

2013

2012

UK

USA

Other

Total

UK

USA

Other

Total

£m

£m

£m

£m

£m

£m

£m

£m

Funded obligations


1,750

273

150

2,173

1,640

258

169

        2,067

Unfunded obligations


40

79

66

185

38

84

72

194

Total obligations


1,790

352

216

2,358

1,678

342

241

2,261











Post-employment benefit obligations recognised in the balance sheet

2013

2012

2011

2010

2009

 £m

 £m

 £m

£m

£m











Present value of defined benefit obligations




2,358

2,261

2,066

2,029

1,861

Fair value of plan assets





(2,149)

(1,899)

(1,773)

(1,639)

(1,525)

Total deficit of defined benefit pension plans per above



209

362

293

390

336

Surplus not recognised




-

-

-

-

1

Past service cost not recognised (1)





(1)

(1)

(1)

(1)

(2)

Post-employment benefit obligations per the balance sheet



208

361

292

389

335











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











Certain Group companies have taken out life insurance policies and invested in mutual funds which will be used to meet unfunded pension obligations. The current value of these policies and other assets, £24 million (2012: £30 million), may not be offset against pension obligations under IAS 19 and is reported within note 14.











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

2013

2012

UK

USA

Other

Total

UK

USA

Other

Total

£m

£m

£m

£m

£m

£m

£m

£m











Current service cost


2

7

12

21

2

7

11

20

Curtailment credit


-

-

-

-

-

(2)

(1)

(3)

Charged to operating expenses

2

7

12

21

2

5

10

17











Amount charged to pension liability


74

16

7

97

75

16

9

100

Expected return on plan assets


(67)

(14)

(5)

(86)

(66)

(13)

(6)

(85)

Charged to finance costs


7

2

2

11

9

3

3

15











Total pension costs


9

9

14

32

11

8

13

32





















The history of experience adjustments is as follows:











Experience adjustments





2013

2012

2011

2010

2009





£m

£m

£m

£m

£m











Experience adjustments on plan liabilities - (loss)/gain




(11)

(1)

13

19

(3)

Experience adjustments on plan assets - gain/(loss)




119

87

(24)

49

(7)




















 

 

The actuarial gain/(loss) reported in the consolidated statement of comprehensive income can be reconciled as follows:




















2013

2012

Actuarial adjustments







£m

£m

Actuarial gains on fair value of plan assets






119

87

Losses on defined benefit obligations






(80)

(202)

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



39

(115)









The Group made total contributions to defined benefit schemes of £146 million in the year (2012: £72 million), including exceptional advance payments of £72 million (2012: £nil) and expects to make regular ongoing contributions to these schemes of £67 million in 2014.

The expected return on plan assets is based on market expectations at the beginning of the period. The actual return on assets was a gain of £205 million (2012: gain of £172 million).

The cumulative actuarial loss recognised in the consolidated statement of comprehensive income was £463 million (2012: £502 million). An actuarial gain of £39 million (2012: actuarial loss of £115 million) was recognised during the year.

Measurement of the Group's defined benefit retirement obligations is particularly sensitive to changes in certain key assumptions, including the discount rate and life expectancy. An increase or decrease of 0.5% in the UK discount rate would result in a £159 million decrease or £169 million increase in the UK defined benefit obligations, respectively. An increase of one year in the life expectancy of all UK members from age 65, would result in a £49 million increase in the UK defined benefit obligations.

 

 

24 Called up share capital









 










 

During the year 4,650,560 options were granted under The Compass Group Share Option Plan 2010. All options were granted over the Company's ordinary shares and the grant price was equivalent to the market value of the Company's shares at the date of grant. No options were granted under any of the Company's other share option plans.

 

During the year the Company completed the on market share buyback programme that commenced on 10 January 2012 and commenced a further programme.  During the year a total of 56,335,966 ordinary shares of 10 pence each were repurchased for consideration of £446 million and cancelled.  The Company also contracted to repurchase a further 400,000 ordinary shares of 10 pence each before 30 September 2013 for consideration of £3.4 million which was settled in October 2013.

 










 




2013

2012

 

Authorised and allotted share capital



Number of shares


Number of shares


 



 £m

 £m

 










 

Authorised:









 

Ordinary shares of 10p each



3,000,010,000

300

3,000,010,000

300

 










 

Allotted and fully paid:








 

Ordinary shares of 10p each



1,804,035,995

180

1,855,164,098

186

 

 












2013

2012

Allotted share capital




Number of shares


Number of shares














Ordinary shares of 10p each allotted as at 1 October



1,855,164,098


1,897,584,193

Ordinary shares allotted during the year on exercise of share options


3,419,777


9,594,748

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

1,788,086


1,744,672

Repurchase of ordinary share capital




(56,335,966)


(53,759,515)

Ordinary shares of 10p each allotted as at 30 September



1,804,035,995


1,855,164,098

 

 

25 Share-based payments








 









 

Share options








 









 

Full details of The Compass Group Share Option Plan 2010 ('CSOP 2010'), the Compass Group Share Option Plan ('CSOP 2000'), the Compass Group Management Share Option Plan ('Management Plan') (collectively the 'Executive and Management Share Option Plans') and the UK Sharesave Plan are set out in the Directors' Remuneration Report within the Annual Report.

 

26 Business combinations










On 31 October 2012 Compass Group Canada Ltd purchased the trade and assets of Nova Services Group, Inc. ('Nova') for a consideration of £13 million.  Nova is a Toronto based company that provides food and support services to the B&I and Healthcare & Seniors sectors.

On 20 December 2012, Crothall Services Group ('Crothall'),  a US subsidiary of the Group, purchased Clinical Resources for Equipment Support Technology Services, Inc. ('CREST'), a national leader in medical equipment maintenance.  Total purchase price was £27 million which included £10 million of deferred consideration.  CREST offers custom clinical and diagnostic equipment maintenance solutions.

In addition to the acquisitions set out above, the Group has also completed a number of smaller infill acquisitions in several countries for total consideration of £78 million.


Acquisitions

Total


Book

Fair

Fair


value

value

value

£m

£m

£m





Net assets acquired








Contract-related and other intangibles arising on acquisition

-

68

68

Property, plant and equipment

6

6

6

Inventories

2

2

2

Trade and other receivables

13

13

13

Cash and cash equivalents

9

9

9

Trade and other payables

(17)

(17)

(17)

Deferred tax liabilities

-

(2)

(2)

Fair value of net assets acquired

13

79

79

Goodwill arising on acquisition


39

39

Total consideration


118

118





Satisfied by








Cash consideration


89

89

Deferred consideration (1)


29

29



118

118

Cash flow








Cash consideration


89

89

Cash acquired


(9)

(9)

Acquisitions transaction costs


3

3

Net cash outflow arising on acquisition


83

83

Deferred consideration and other payments relating to previous acquisitions



21

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

104

(1)       Deferred consideration is an estimate at the date of acquisition of the amount of additional consideration that will be payable in the future. The actual amount 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 acquisitions in the year to 30 September 2013 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, substantially all is expected to be deductible for tax purposes.

 

Acquisition transaction costs expensed in the year to 30 September 2013 were £3 million (2012: £9 million).

 

In the period from acquisition to 30 September 2013 the acquisitions contributed revenue of £80 million and operating profit of £5 million to the Group's results.

If the acquisitions had occurred on 1 October 2012, it is estimated that Group revenue for the period would have been £17,577 million and total Group operating profit (including associates) would have been £793 million.

 

 

 

27 Reconciliation of operating profit to cash generated by operations



 




 

Reconciliation of operating profit to cash generated by continuing operations

2013

2012

 

£m

£m

 




 

Operating profit from continuing operations

      792

848

 




 

Adjustments for:



 




 

Acquisition transaction costs

3

9

 

Amortisation of intangible assets

118

116

 

Amortisation of intangible assets arising on acquisition

25

18

 

Depreciation of property, plant and equipment

181

203

 

Loss on disposal of property, plant and equipment/intangible assets

-

2

 

Goodwill impairment

377

2

 

(Increase)/decrease in provisions

(71)

174

 

Decrease in post-employment benefit obligations

(54)

(54)

 

Share-based payments - charged to profits

12

11

 

Operating cash flows before movement in working capital

1,383

1,329

 




 

Decrease/(increase) in inventories

1

(4)

 

Decrease/(increase) in receivables

3

(146)

 

Increase in payables

98

214

 

Cash generated by continuing operations

1,485

1,393

 




 

 

 

28 Cash flow from discontinued operations



Cash flow from discontinued operations

2013

2012

£m

£m




Net cash used in operating activities of discontinued operations



Cash utilised from discontinued operations

-

(8)

Tax paid

-

(11)

Net cash used in operating activities of discontinued operations

-

(19)




Net cash used in investing activities by discontinued operations



Tax on profit of sale on subsidiary companies and associated undertakings

-

(24)

Net cash used in investing activities by discontinued operations

-

(24)

 

 

29 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.

 


Gross debt


 





Total


Derivative

Total


 


Cash and cash

Bank

Bank and other

overdrafts and

Finance

financial

gross

Net

 

Net debt

equivalents

overdrafts

borrowings

borrowings

leases

instruments

debt

debt

 

£m

£m

£m

£m

£m

£m

£m

£m

 










 

At 1 October 2011

1,110

(45)

(1,880)

(1,925)

(33)

87

(1,871)

(761)

 

Net increase/(decrease) in cash and cash equivalents

(368)

-

-

-

-

-

-

(368)

 

Cash outflow from repayment of bonds

-

-

609

609

-

-

609

609

 

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

-

(14)

(468)

(482)

-

6

(476)

(476)

 

Cash outflow from repayment of obligations under finance leases

-

-

-

-

10

-

10

10

 

Increase in net debt as a result of new finance leases taken out

-

-

-

-

(4)

-

(4)

(4)

 

Currency translation gains/(losses)

(14)

2

53

55

1

(24)

32

18

 

Acquisitions and disposals (excluding cash)

-

(1)

-

(1)

(2)

-

(3)

(3)

 

Other non-cash movements

-

-

(13)

(13)

-

15

2

2

 

At 30 September 2012

728

(58)

(1,699)

(1,757)

(28)

84

(1,701)

(973)

 










 

At 1 October 2012

728

(58)

(1,699)

(1,757)

(28)

84

(1,701)

(973)

Net increase/(decrease) in cash and cash equivalents

297

-

-

-

-

-

-

297

Cash inflow from issue of bonds

-

-

(563)

(563)

-

-

(563)

(563)

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

-

40

11

51

-

(42)

9

9

Cash outflow from repayment of obligations under finance leases

-

-

-

-

9

-

9

9

Increase in net debt as a result of new finance leases taken out

-

-

-

-

(2)

-

(2)

(2)

Currency translation gains/(losses)

(19)

(2)

(19)

(21)

-

72

51

32

Acquisitions and disposals (excluding cash)

-

-

-

-

-


-

-

Other non-cash movements

-

-

46

46

-

(48)

(2)

(2)

At 30 September 2013

1,006

(20)

(2,224)

(2,244)

(21)

66

(2,199)

(1,193)










 

 

Other non-cash movements are comprised as follows:

 










 

Other non-cash movements in net debt







2013

2012

 







£m

 

Amortisation of fees and discount on issuance







(2)

(2)

 

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


4

4

 

Swap monetisation credit







-

2

 

Changes in the fair value of bank and other borrowings in a designated fair value hedge



44 

 

Bank and other borrowings







46

(13)

 










 

Changes in the value of derivative financial instruments including accrued income



(48)

15

 

Other non-cash movements







(2)

2

 










 

 

 

30 Contingent liabilities






Performance bonds, guarantees and indemnities

2013

2012

 £m

£m




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

414

383




(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 32.

Performance bonds, guarantees and indemnities

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

Eurest Support Services

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

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

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

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

 

Other litigation and claims



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.

In addition, the Group is subject to periodic tax audits covering corporate, employee and sales taxes in the various jurisdictions in which it operates. None of these are currently expected to have a material impact on the Group's financial position.

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.

 

 

31 Capital commitments






Capital commitments

2013

2012

 £m

£m




Contracted for but not provided for

151

120




The majority of capital commitments are for intangible assets.

 

 

32 Operating lease and concessions commitments














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

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









2013

2012


Operating leases

Other
occupancy
rentals

Operating leases

Other
occupancy
rentals


Land and

Other

Land and

Other

Operating lease and concessions commitments

buildings

assets

buildings

assets

£m

 £m

 £m

 £m

 £m

£m








Falling due within 1 year

49

46

55

52

47

61

Falling due between 2 and 5 years

128

61

73

124

64

85

Falling due in more than 5 years

84

6

44

79

5

57

Total

261

113

172

255

116

203








 

 

33 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 year.


Associates

The balances with associated undertakings are shown in note 21. There were no significant transactions with associated undertakings during the year.


Key management personnel

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

 

 

34 Post balance sheet events

 

There have been no material post balance sheet events.

 

 

 

35 Exchange rates






Exchange rates(1)

2013

2012




Average exchange rate for year



Australian Dollar

1.58

1.53

Brazilian Real

3.30

2.99

Canadian Dollar

1.59

1.59

Euro

1.19

1.21

Japanese Yen

143.83

124.35

Norwegian Krone

9.09

9.19

South African Rand

14.50

12.71

Swedish Krona

10.25

10.69

Swiss Franc

1.46

1.47

Turkish Lira

2.90

2.86

UAE Dirham

5.75

5.81

US Dollar

1.57

1.58




Closing exchange rate as at 30 September



Australian Dollar

1.73

1.55

Brazilian Real

3.60

3.28

Canadian Dollar

1.66

1.59

Euro

1.20

1.26

Japanese Yen

158.90

125.63

Norwegian Krone

9.74

9.24

South African Rand

16.30

13.32

Swedish Krona

10.40

10.59

Swiss Franc

1.46

1.52

Turkish Lira

3.28

2.90

UAE Dirham

5.95

5.93

US Dollar

1.62

1.61







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

 

 

36 Details of principal subsidiary companies






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


Country of


Principal subsidiaries

incorporation

Principal activities




North America



Compass Group Canada Ltd

Canada

Food service and support services

Bon Appétit Management Co

USA

Food service

Compass Group USA Investments Inc

USA

Holding company

Compass Group USA, Inc

USA

Food service and support services

Crothall Services Group

USA

Support services to the healthcare market

Flik International Corp

USA

Fine dining facilities

Foodbuy LLC

USA

Purchasing services in North America

Levy Restaurants LP

USA

Fine dining and Food service at sports and entertainment facilities

Morrison Management Specialists, Inc

USA

Food service to the healthcare and senior living market

Restaurant Associates Corp

USA

Fine dining facilities

Wolfgang Puck Catering & Events, LLC (90%)

USA

Fine dining facilities

Europe & Japan



Compass Contract Services (UK) Ltd

England & Wales

Food service and support services

Compass Group Holdings PLC

England & Wales

Holding company and corporate activities

Compass Group, UK & Ireland Ltd

England & Wales

Holding company

Compass Group Procurement Ltd

England & Wales

Purchasing services throughout the world

Compass Purchasing Ltd

England & Wales

Purchasing services in the UK and Ireland

Compass Services UK Ltd

England & Wales

Food service and support services

Hospitality Holdings Ltd (1)

England & Wales

Intermediate holding company

Letheby & Christopher Ltd

England & Wales

Food service for the UK sports and events market

Scolarest Ltd

England & Wales

Food service for the UK education market

VSG Group Ltd

England & Wales

Security and support services

Compass Group France Holdings SAS

France

Holding company

Compass Group France

France

Food service and support services

Compass Group Deutschland GmbH

Germany

Holding company

Medirest GmbH & Co OHG

Germany

Food service to the healthcare and senior living market

Eurest Deutschland GmbH

Germany

Food service to business and industry

Eurest Services GmbH

Germany

Support services to business and industry

Eurest Sports & Food GmbH

Germany

Food service to the sports and leisure market

Compass Group Italia S.P.A

Italy

Food service, support services and prepaid meal vouchers

Seiyo Food - Compass Group, Inc

Japan

Food service and support services

Compass Group International BV

Netherlands

Holding company

Compass Group Nederland BV

Netherlands

Food service and support services

Compass Group Nederland Holding BV

Netherlands

Holding company

Eurest Services BV

Netherlands

Food service and support services

Compass Group Holdings Spain, S.L.

Spain

Holding company

Eurest Colectividades S.L.

Spain

Food service and support services

Compass Group (Schweiz) AG

Switzerland

Food service and support services

Restorama AG

Switzerland

Food service




Fast Growing & Emerging



Compass Group (Australia) Pty Ltd

Australia

Food service and support services

GR SA

Brazil

Food service and support services

Compass Group Southern Africa (Pty) Ltd (97.5%)

South Africa

Food service and support services

Supercare Services Group (Proprietary) Limited (97.5%)

South Africa

Support service

Sofra Yemek Üretim Ve Hizmet A.S.

Turkey

Food service and support services




(1) Held directly by the Parent Company.



 


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