REG-Capita PLC: Final Results

Thu Feb 28, 2013 2:00am EST

* Reuters is not responsible for the content in this press release.

Capita Plc

            Full year results for the year ended 31 December 2012

              Good sales, operational and financial performance

Financial          Underlying*    Underlying*    Reported
highlights
                                  Year on year
                                  change
 
Revenue            £3,352m        14%            £3,352m
Operating profit   £471.7m        10%            £340.9m
Profit before tax  £425.6m        10%            £290.0m
Earnings per share 53.16p         10%            37.08p
Total dividend per 23.5p          10%            23.5p
share
Free cash flow     £316m          101%           £316m
 
*Underlying figures exclude: non-underlying non-cash items of
intangible amortisation, net contingent consideration movements and
impairments of £120.5m (2011: £56.5m); non-underlying acquisition costs of
£10.3m (2011: £15.4m); and non-cash mark to market finance costs of £4.8m
(2011 £10.4m).

Highlights

Return to organic growth

- Record sales year, £4.0bn of contract wins (2011: £2.0bn), 90% new/10%
extensions

- Win rate of better than 1 in 2

- Largest ever contract win, Staffordshire County Council, £1.7bn over 20
years

- Organic growth of 3% (2011: -7%)

Extending our capability and reach

- Broadened our operational capability and market reach: £178m spent on 14
acquisitions in 2012

- New service delivery operation established in South Africa

Return to excellent cash generation

- Operating cash flow before settlements of £519m (2011: £364m)

- Operating profit to operating cash conversion rate sharply improved to 110%
(2011: 85%)

- Free cash flow more than doubled to £316m

Delivering strong returns

- Underlying earnings per share up 10% to 53.16p

- Total dividend up 10% to 23.5p

Strong start to 2013

- Secured £160m contract with Carphone Warehouse

- Announced today, 2 year extension of Civil Service Learning agreement

- £5.2bn current pipeline (Nov 2012: £4.8bn)(1)

1 We have adjusted the criteria of our bid pipeline from 1 January 2013 to
reflect the greater size of the Group and the opportunities we are addressing.
We now report all bids worth £25m or above (previously £10m or above), now
capped at £1bn (previously £500m). Under the previous criteria the bid
pipeline today would have stood at £4.8bn (Nov 2012: £4.0bn).

Paul Pindar, Chief Executive of Capita plc, commented:

"2012 was a year of strong sales and operational performance. We
maintained good profit performance, returned to organic growth and delivered
improved cash generation. This has positioned us well for 2013.

Our major contract sales success in 2012 gives us excellent revenue
visibility for 2013. The continued buoyant sales environment, as evidenced by
the rapid replenishment of our bid pipeline, provides the ingredients for
further growth in 2013 and underpins our confidence in the Group's long term
performance prospects."

For further information:

Capita plc Tel: 020 7799 1525

Shona Nichols, Corporate Communications Director

Capita press office Tel: 020 7654 2152 or
020 7654 2399 out of hours

FTI Consulting Tel: 020 7269 7291

Andrew Lorenz

            Strongly positioned for growth across multiple markets

Overview

2012 was an excellent year for Capita. We achieved record sales,
securing £4.0bn (2011: £2.0bn) of contract wins, comprising 90% new business
and 10% extensions. This reflects the health of the UK business process
management (BPM) and customer management market and the strength of our many
service propositions. We have achieved particular sales success across the
central and local government markets and in health, justice and emergency
services, defence and the private sector.

We have delivered against the three key objectives that we set for
the year:

- maintaining good profit performance

- securing organic growth of 3% for the full year

- delivering improved conversion of operating profit to operating
cash compared to 2011.

In the full year 2012, revenue increased by 14% to £3,352m (2011:
£2,930m). Underlying operating profit (2) rose by 10% to £471.7m (2011:
£427.4m) and underlying profit before taxation (2) increased by 10% to £425.6m
(2011: £385.2m). Underlying earnings per share(2) grew by 10% to 53.16p (2011:
48.49p). We have increased our total dividend for the full year 2012 by 10% to
23.5p per share (2011: 21.4p).

The majority of our divisions traded well in 2012, with
particularly strong performance across our Customer Management &
International, Justice & Secure Services, Workplace Services and Investor &
Banking divisions. The trading activities of 2 of our divisions, Property
Services and parts of our IT business, continue to be adversely affected by
challenging economic conditions but are well positioned to benefit as the
economy recovers. Our General Insurance division had a poor year with lower
revenues and profits and we have therefore strengthened both the leadership
and sales teams to reinvigorate these operations.

We completed a range of acquisitions in 2012 which have
strengthened our position in our target markets and played a key role in
enhancing our client propositions, contributing to our contract wins and
fuelling further organic growth.

Good financial performance

- Revenue - In the full year 2012, revenue increased by 14% to
£3,352m (2011: £2,930m). This comprised 3% organic growth (5% major contracts,
1% other business growth, offset by 3% attrition) and 11% from acquisitions,
completed in 2011 (6%) and 2012 (5%).

- Operating profit & margin - Underlying operating profit rose by
10% in 2012 to £471.7m (2011: £427.4m). The competitive landscape of the BPM
market remains consistent allowing the Group to generate stable underlying
operating margins. However, the nature of our business means there will be new
contracts, acquisitions and investments which will, at times, have an initial
adverse impact on Group margins in a particular year.

In 2012, the Group's underlying operating margin (2) was 14.07%
(2011: 14.59%). Our margins were slightly lower than the previous period (52
bpts) due to: the initial implementation costs of major new contracts; the set
up costs of expanding our international service delivery network in Poland and
South Africa; and the underperformance of our General Insurance and Property
Services divisions and 2 contracts - the courts' interpretation services
contract and the DVLA Vehicle Excise Duty service contract.

2 Excludes non-underlying items detailed in note 2 administrative
expenses, in the notes to the preliminary statement.

2012 was preceded by 2 years of higher operating margins in 2010
and 2011, which in part was a consequence of a period of lower levels of new
contract implementations. Following our sales successes in 2012, we will be
implementing a significant number of new contracts in 2013. Consequently, due
to the increased level of start up costs, we expect operating margins in 2013
to revert to the levels prevailing just prior to 2010 and 2011.

Our underlying figures exclude: non-cash items of intangible
amortisation, net contingent consideration movements and impairments of
£120.5m (2011: £56.5m); acquisition costs of £10.3m (2011: £15.4m); and
non-cash mark to market finance costs of £4.8m (2011: £10.4m). After these
non-underlying items, reported operating profit for 2012 is £340.9m (2011:
£355.5m), reported profit before tax is £290.0m (2011: £302.9m) and reported
earnings per share is 37.08p (2011: 39.16p). These figures were impacted by
higher amortisation of goodwill arising from increased levels of acquisitions
and impairments of goodwill relating to our acquisition of Applied Language
Solutions and of our investment loan in Optima Legal Services (see note 2
administrative expenses in the notes to the preliminary statement).

- Cash flow - During 2012, we identified a number of measures to
drive strong cash flow across our business units and to ensure that cash
management is a priority for both our finance and operational management
teams. We have introduced new incentives and penalties at business unit level
to drive behavioural change to improve the use of working capital.

In 2012, cash flow generated by operations increased 43% to £519m
(2011: £364m) representing an operating profit to operating cash conversion
rate (defined as cash generated from operations before settlements divided by
underlying operating profit for the year) of 110% (2011: 85%). This
improvement in cash conversion in 2012 was a result of the internal measures
detailed above. We expect our operating profit to operating cash conversion
rate to continue to be at or around 100% going forward.

- Free cash flow - (defined as operating cash flow before
settlements, less capital expenditure, interest and taxation for the year)
increased to £316m (2011: £157m). This was mainly due to the working capital
improvement described above.

- Regular dividends - The Board is recommending a final dividend of
15.6p per ordinary share (2011: 14.2p), making a total of 23.5p for the year
(2011: 21.4p) representing an increase for the year of 10%. The final dividend
will be payable on 28 May 2013 to shareholders on the register at the close of
business on 19 April 2013. Including the proposed final dividend, Capita's
total dividend will have grown at a compound annual rate of 14% over the 5
years to 31 December 2012. Dividend cover is 2.26 times for 2012.

- Capital expenditure - We aim to contain capital expenditure at or
below 4% of revenue. In 2012, we met this objective, with net capex at 2.9% of
annual revenue (2011: 3.5%). There are currently no indications of significant
capex requirements in our business forecasts or bid pipeline.

- Return on capital employed - We focus on driving a healthy return
on capital. During 2012, our post-tax return on average capital employed was
16.0% (2011: 16.5%). This compares to our estimated post-tax WACC which is
7.0%. We expect return on capital employed to improve as organic growth
returns and recent acquisitions deliver their full profit potential.

- Debt profile - As at 31 December 2012, we have £1,148m of private
placement bond debt of which only £99m matures before August 2015 with the
remainder gradually maturing to 2021. In addition, we have £185m of bank debt
under a 2 year term loan facility maturing in February 2014, offset by £320m
of cash held on deposit.

Our aim continues to be to keep the ratio of net debt to EBITDA in
the range of 2 to 2.5 over the long term and we would be unlikely to incur
borrowings which would reduce interest cover below 7 times. At 31 December
2012, our annualised net debt to EBITDA ratio was 1.99 (2011: 2.48) with
annualised interest cover at 10.2 times (2011: 10.2 times).

- Total shareholder returns - Over the 10 year period to 31
December 2012, Capita has delivered £1.2bn (net of £274m equity raising in
April 2012) to shareholders through dividends, share buybacks and a special
dividend. Capita's total shareholder return over the same period is 265%
compared to 113% for the FTSE 100.

Returning to profitable organic growth

We generate profitable growth by winning business from new and
existing customers and through acquiring businesses that enhance our
propositions and broaden our capability and market reach. We are strongly
positioned across our target markets. 2012 was an excellent sales year and
positions us well for renewed strong organic growth. 2013 has started well
with a major contract win and extension to date.

Major contracts - 2013 to date

- Carphone Warehouse - contract to provide all non-store customer contact in a
number of different areas across the business and support all aspects of
customer service strategy. The contract is worth around £160m over 10 years
and is expected to commence on 1 April 2013.

- Announced today, an extension to our Civil Service Learning
agreement, worth at least £60m over 2 years to end March 2016.

Major contract wins - 2012

2012 was another record sales year for Capita securing 35 new and
extended major contracts with a total value of £4.0bn, double the value
secured in the previous year (2011: 26 contracts totalling £2bn) representing
a higher than 1 in 2 win rate. This includes:

Major contracts worth over £50m include:

- Recruiting Partnering Project (RPP) - partnering with the
Ministry of Defence to deliver RPP for the Army, and the enabling ICT for the
Royal Navy and the Royal Air Force, in a contract valued at approximately £50m
per annum over 10 years. Service delivery is progressing and the first new
television recruitment advertisement campaign for the TA has recently been
aired, incorporating live broadcast streams from Afghanistan.

- Civil Service Learning agreement - selected by the Cabinet Office
in February 2012 to manage exclusively the provision of training across the
Civil Service in a 2 year contract. As stated above this contract has now been
extended for a further 2 years to 2016.

- West Sussex County Council Support Services partnership -
selected to deliver a range of services including HR and payroll, finance,
office services, online service delivery, procurement and pensions
administration in a 10 year relationship expected to generate revenues of
approximately £154m. Our existing IT Services contract that commenced in 2010
was also extended concurrent with the new contract bringing additional
revenues of £18m over an additional 2 years to 2022.

- North Tyneside Council - selected to provide property, highways
and maintenance services in a partnership designed to deliver both cost
savings and improved services to citizens, in a contract expected to be worth
approximately £152m over 15 years, with significant opportunities for growth.

- Personal Independence Payment (PIP) assessments, Central England & Wales and
Northern Ireland - awarded two of the regional contracts to deliver PIP
assessments. Awarded the contract to deliver the PIP assessments for Central
England and Wales by the Department for Work and Pensions, anticipated to be
worth around £140m over five years. Awarded the contract to deliver PIP
assessments in Northern Ireland by The Northern Ireland Social Security
Agency, worth approximately £65m over five years.

- London Borough of Barnet - selected as preferred bidder to deliver the
London Borough of Barnet's new support and customer service organisation
(NSCSO). The contract award is subject to a potential judicial review which
may delay the expected service commencement date.

- Staffordshire County Council - creation of an innovative, new
educational support services joint venture (JV), in which Capita holds a
majority stake, which will initially deliver a range of educational support
services for schools and academies in the Staffordshire region. These services
are expected to generate revenues of approximately £85m per annum over 20
years.

The JV will additionally focus on achieving significant growth
through securing new local authority, school, academy and further and higher
education clients across the UK. With the UK schools education support
services market currently estimated to be worth around £16bn per year, the JV
is targeting total revenue of at least £2bn over the first 10 years.

- Fire Service College (FSC) - selected by the Department for
Communities and Local Government to run the FSC, the largest single provider
of specialist operational fire and rescue training in the UK. Our aim is to
develop the College into a leading edge training facility and to expand both
the range of training available to the fire service, other emergency services
and into related markets, such as defence, oil and gas. Over the next 10 years
we anticipate growing the FSC, which currently generates annual revenues of
approximately £15m, to an organisation capable of generating total revenues in
excess of £200m in that period. FSC occupies a 365 acre site in
Moreton-in-Marsh, Gloucestershire.

- 3 major private sector contracts - our expanded customer
management offering has secured 3 major contracts to date in 2012, worth in
aggregate £161m over 3 to 5 years, including a full customer management
service for Debenhams plc, another major UK retailer and Scottish Power.

Major contracts worth between £10-50m include:

- 8 customer management contracts in the motor, retail and
utilities markets worth in aggregate £124m over 2 to 5 years.

- Oxfordshire County Council - Capita Symonds, our property
consultancy, selected to support Carillion's partnership with the Council in a
contract worth approximately £42m over 10 years.

- UK Border Agency - selected to deliver contact management
services, worth up to £30m over 4 years, to support the management of the
`overstayer' backlog.

- London Fire and Emergency Planning Authority - selected to
provide control room services and mobilisation and communications technologies
in a contract worth approximately £20m over 10 years.

- Southwark Council - awarded a 4 year contract for an IT managed
service designed to help transform the council and deliver benefits for both
customers and the workforce.

- Ministry of Justice - Capita's secure information solutions
business has been awarded a contract worth around £21m over 3 years for the
application management and hosting of the Criminal Justice System Exchange
(CJSE).

Buoyant sales outlook for 2013

Our bid pipeline: Despite an extremely active few months in terms of client
decisions, the pipeline has been rapidly replenished and now stands at £5.2bn
(November 2012: £4.8bn) and comprises 27 bid situations across our target
markets, with the highest value of bids being in central government, followed
by local government, private sector and defence. Behind this is an active
prospect list of opportunities, including a number of bids which are expected
to reach shortlist stage shortly.

We have adjusted the criteria of our bid pipeline from 1 January 2013 to
reflect the greater size of the Group and the opportunities we are addressing.
Our bid pipeline now contains all bids worth £25m or above, with bids capped
at £1bn (previously £10m or above, capped at £500m) and where we have been
shortlisted to the last 4 or fewer. Under the previous criteria the bid
pipeline today would have stood at £4.8bn (Nov 2012: £4.0bn). We announce the
value of the pipeline three times a year and it is therefore a snapshot at a
specific point in time.

Contract rebids: Over the next 5 years, there are no material
contracts due for rebid (defined as having forecast annual revenue in excess
of 1% of 2012 revenue). The next major contract up for renewal will be the
Phoenix contract in 2019.

Market update: Independent industry analyst, IDC, estimates that
the total market for customer management and BPM (3) in the UK in 2012 was
£10.3bn (2011: £9.9bn) against market potential of £117bn (4) a year. The
capacity for long term growth is therefore substantial. By moving from in
house service provision to a specialist third party provider, government and
commercial entities can benefit from specialist support, economies of scale
and flexible delivery options.

We remain the clear leader in the overall UK customer management
and BPM market holding 22.2% market share (2011: 19.8%) with our nearest
competitor reported to have 4.4% market share (2011: 3.8%). From our initial
entry into the one market of local government in 1984, we now work across 10
private and public markets, applying the same principles and benefits of
scale. In 2012 our revenues were split 53% private/47% public (H1 2012:
54%/46%).

Public sector: The ongoing pressure to reduce budgets whilst
maintaining frontline services is creating a strong pipeline of opportunities
in the public sector, where we are seeing renewed vigour and innovation in
terms of how the private sector can support central and local government
objectives. For example, our groundbreaking education support services
contract with Staffordshire County Council, where we are delivering services
back to the Council and at the same time growing the JV into a commercial
operation, is positioned well to meet the requirements of the rapidly changing
education market in the UK. In 2012, we increased our presence in our newer
market sectors of defence, health, justice and emergency services and we are
seeing significant potential for further growth in our more established market
sectors.

Private sector: Commercial organisations are facing continued
pressure to maintain their competitive position by driving down operational
costs and introducing new products to market faster, whilst maintaining high
levels of customer acquisition and service. The acquisitions of Ventura and
Vertex Private Sector in 2011, which have been fully integrated into Capita in
2012, have significantly enhanced our customer management capabilities. Today,
we have a strong pipeline of opportunities and we are securing relationships
that would not have been possible as three separate entities. Our application
of customer insight, behavioural analytics, multiple channel integration and
intelligent, responsive digital services enables us to deliver real value to
the business models of our commercial clients. These capabilities are equally
key to designing and delivering more effective and efficient responsive public
services. Across the banking and financial services sectors, our
administration services are experiencing high demand and we are developing new
propositions that build upon and extend our existing ones.

3 IDC 2012: BPM market including customer management services. BPM market
excluding customer management services 2012: £8.5bn (2011: £8.1bn).

4 IDC 2010

Enhancing capabilities, increasing our resources and expanding our
infrastructure

The strength of our offering is a result of our proactive
development of the Group's capability and infrastructure, both internally and
through selective acquisition, ensuring that we have the right resources in
place to deliver tailored service solutions for our clients. In 2012, we
acquired a number of organisations that extended our market reach and
international delivery network and added complementary skills and
capabilities, enhancing our propositions and strengthening our ability to
secure further growth.

Acquisitions: In 2012, we purchased 14 companies for a total cash
consideration of £178m with a particular focus on enhancing our proposition in
our newer markets, notably, emergency services and health, as well as adding
capability to our more established operations including pensions
administration, business travel and financial services.

We further extended the capability of our corporate pensions and
actuarial business, through the acquisition of Bluefin Corporate Consulting,
provider of employee benefits consultancy to medium and large corporations,
for £50m. The acquisition has been integrated with Capita Hartshead and
rebranded Capita Employee Benefits. In the travel administration market, we
acquired Expotel Group, a UK hotel, business travel and conference booking
agent, for £16m. The acquisition brings considerable experience in venue and
event management, which, alongside our existing business, creates a
proposition of genuine scale and depth in this fast growing area of the
market.

In the health arena, the acquisitions of Medicare First, Clinical
Solutions and Medicals Direct, have significantly developed our offering to
clients in this continually evolving marketplace. For example, the home-based
medical screening services of Medicals Direct, combined with the delivery
infrastructure and transformation capabilities of the Group, not only helped
us to win but are also playing a key role in delivering our new DWP PIP
contracts.

In the justice and secure services market, we have invested £24m on
2 acquisitions in 2012 (Reliance Secure Task Management and Fortek) and this,
together with the acquisitions we completed in 2010 and 2011, has helped us to
create an unparalleled offering and to win new contracts across our police
client base and with the UKBA and Ministry of Justice.

Our focus is now on achieving the successful integration of these businesses 
and realising synergies. Alongside the significant recovery in organic growth, 
we continue to see many attractive opportunities for bolt on acquisitions and 
we therefore expect our acquisition activity in 2013 to be at similar levels 
to 2012. In early February 2013, we purchased Northgate Managed Services
Limited (NMS) for an enterprise value of £65m. NMS complements our existing 
IT Services business, providing cloud-based infrastructure solutions and 
specialist managed services.

International delivery network: Our delivery network now includes 70 centres 
in the UK, the Channel Islands and Europe and offshore in India and South 
Africa. By offering onshore, nearshore, offshore or blended service delivery 
options in a time zone that suits our clients, we can provide maximum 
flexibility, quality and cost savings in our sales propositions. In July 
2012, we enhanced our delivery offering through the acquisition of a leading 
contact centre solutions business based in South Africa, Full Circle, and we
 now have approximately 200 employees in Cape Town. We have already started 
to provide new customer management services for an existing client.

We have continued to invest in our Central European business centre
which we set up in Krakow, Poland in 2011. This is now fully operational and
servicing a number of existing Capita clients in English and other core
European languages. The 550 seat capacity centre in Krakow is located close to
the city centre and the university with access to a skilled, multi-lingual
workforce. We are continuing to broaden the services we deliver from the
centre. For example, we now employ 8 veterinary technicians to support pet
insurance claims and 80 legal professionals who deliver legal research and
administration services.

Our people and organisational structure

Our people: The Board would like to take this opportunity to thank
all our people for their continued hard work and dedication which underpins
Capita's performance. Our employees join us through direct recruitment,
contracts or acquisitions and their commitment and enthusiasm play a vital
role in helping us to meet client expectations and sustain our growth.

Operational structure and leadership: During the year, we further
strengthened our management teams to prepare us for our next stage of growth,
ensuring we have the strongest operational team in place to maintain our track
record of quality service delivery and sustained, disciplined growth. To
further support our clients and the markets in which we operate, we have made
some further minor changes to our operational structure for 2013. With effect
from 1 January 2013, we now operate in 10 market facing or service specific
divisions.

Group Board: Senior Independent Director, Nigel Wilson, who joined
Capita in May 2010, stepped down from the Board with effect from 31 December
2012. Gillian Sheldon joined the Board on 1 September 2012 as Non-Executive
Director. Gillian, a Senior Banker at Credit Suisse, brings substantial
experience of advising boards across a wide range of complex situations and
transactions. She is a member of the nomination, audit and remuneration
committees and, with effect from 1 January 2013, Senior Independent Director.

Future prospects

2012 was a year of strong sales and operational performance. We
maintained good profit performance, returned to organic growth and delivered
improved cash generation. This has positioned us well for 2013.

Our major contract sales success in 2012 gives us excellent revenue visibility
for 2013. The continued buoyant sales environment, as evidenced by our bid
pipeline, provides the ingredients for further growth in 2013 and underpins
our confidence in the Group's long term performance prospects.


Preliminary Statement

Consolidated income statement

for the year ended 31 December 2012

                                                                  2012                                 2011
 
                                   Underlying  Non-underlying  Total    Underlying  Non-underlying  Total
                             Notes         £m              £m       £m          £m              £m       £m
 
Continuing operations:
Revenue                          1    3,351.8               -  3,351.8     2,930.2               -  2,930.2
Cost of sales                         2,411.0               -  2,411.0     2,094.7               -  2,094.7
Gross profit                            940.8               -    940.8       835.5               -    835.5
Administrative expenses          2      469.1           130.8    599.9       408.1            71.9    480.0
Operating profit                 1      471.7         (130.8)    340.9       427.4          (71.9)    355.5
Net finance costs                3     (46.0)           (4.8)   (50.8)      (42.0)          (10.4)   (52.4)
Investment expense                      (0.1)               -    (0.1)       (0.2)               -    (0.2)
Profit before tax                       425.6         (135.6)    290.0       385.2          (82.3)    302.9
Income tax expense                     (87.3)            33.3   (54.0)      (90.5)            25.6   (64.9)
Profit for the year                     338.3         (102.3)    236.0       294.7          (56.7)    238.0
Attributable to:
Equity holders of the parent            338.3         (102.3)    236.0       294.7          (56.7)    238.0
Earnings per share               4
- basic                                53.16p        (16.08)p   37.08p      48.49p         (9.33)p   39.16p
- diluted                              52.58p        (15.90)p   36.68p      48.38p         (9.31)p   39.07p




Consolidated statement of comprehensive income

for the year ended 31 December 2012

                                                                          2012   2012    2011   2011
                                                                            £m     £m      £m     £m
Profit for the year                                                             236.0          238.0
Other comprehensive income/(expense):
Actuarial losses on defined benefit pension schemes                     (28.4)        (104.4)
Income tax effect                                                          2.6           24.1
                                                                               (25.8)         (80.3)
Exchange differences on translation of foreign operations                       (5.8)            2.1
Losses on cash flow hedges arising during the year                      (11.3)         (16.5)
Reclassification adjustments for gains included in the income statement  (1.2)          (5.0)
Income tax effect                                                          2.7            5.6
                                                                                (9.8)         (15.9)
Other comprehensive expense for the year net of tax                            (41.4)         (94.1)
Total comprehensive income for the year net of tax                              194.6          143.9
Attributable to:
Equity holders of the parent                                                    194.6          143.9




Consolidated balance sheet

at 31 December 2012

                                                         2012     2011
                                                Notes      £m         £m
 
Non-current assets
Property, plant and equipment                           358.3      330.2
Intangible assets                                     1,919.9    1,828.9
Financial assets                                        236.2      293.8
Deferred taxation                                         1.3          -
Trade and other receivables                              72.7       65.8
                                                      2,588.4    2,518.7
Current assets
Financial assets                                          8.0        3.0
Funds receivables                                       108.0       98.0
Trade and other receivables                             839.1      846.3
Cash                                                    319.9       71.5
                                                      1,275.0    1,018.8
Total assets                                          3,863.4    3,537.5
Current liabilities
Trade and other payables                                971.1      936.5
Financial liabilities                                   121.5       36.5
Funds payables                                          121.2      107.1
Provisions                                          7    23.6       17.0
Income tax payable                                       46.7       47.0
                                                      1,284.1    1,144.1
Non-current liabilities
Trade and other payables                                 12.5       20.0
Financial liabilities                                 1,539.7    1,695.9
Deferred taxation                                           -       21.0
Provisions                                          7    40.9       46.7
Employee benefits                                       108.1       85.7
                                                      1,701.2    1,869.3
Total liabilities                                     2,985.3    3,013.4
Net assets                                              878.1      524.1
Capital and reserves
Issued share capital                                     13.8       13.0
Share premium                                           470.4      459.4
Employee benefit trust & treasury shares                (0.4)      (0.4)
Capital redemption reserve                                1.8        1.8
Foreign currency translation reserve                      1.7        7.5
Net unrealised losses reserve                          (17.3)      (7.5)
Retained earnings                                       408.1       50.3
Equity shareholders' funds                              878.1      524.1

Included in aggregate financial liabilities is an amount of £1,370.1m (2011:
£1,432.2m) which represents the fair value of the Group's bonds which should
be considered in conjunction with the aggregate value of currency and interest
rate swaps of £222.4m included in financial assets and £0.3m included in
financial liabilities (2011: £256.8m included in financial assets and £0.9m
included in financial liabilities). Consequently, this gives an effective
liability of £1,148.0m (2011: £1,176.3m).



Consolidated statement of changes in equity

for the year ended 31 December 2012

                                            Employee
                                             benefit                         Foreign        Net
                                             trust &    Capital             currency unrealised
                           Share    Share   treasury redemption Retained translation     losses     Total
                         capital  premium     shares    reserve earnings     reserve    reserve    equity
                              £m       £m         £m         £m       £m          £m         £m        £m
At 1 January 2011           13.0    454.9      (0.5)        1.8     12.5         5.4        8.4     495.5
Profit for the year            -        -          -          -    238.0           -          -     238.0
Other comprehensive
expense                        -        -          -          -   (80.3)         2.1     (15.9)    (94.1)
Total comprehensive
income for the year            -        -          -          -    157.7         2.1     (15.9)     143.9
Share based payment            -        -          -          -      8.3           -          -       8.3
Income tax deduction on
exercise of stock
options                        -        -          -          -    (3.8)           -          -     (3.8)
Deferred income tax
relating to share based
payments                       -        -          -          -      0.7           -          -       0.7
Shares issued                  -      4.5        0.1          -    (0.1)           -          -       4.5
Equity dividends paid          -        -          -          -  (125.0)           -          -   (125.0)
At 1 January 2012           13.0    459.4      (0.4)        1.8     50.3         7.5      (7.5)     524.1
Profit for the year            -        -          -          -    236.0           -          -     236.0
Other comprehensive
expense                        -        -          -          -   (25.8)       (5.8)      (9.8)    (41.4)
Total comprehensive
income for the year            -        -          -          -    210.2       (5.8)      (9.8)     194.6
Share based payment            -        -          -          -      9.1           -          -       9.1
Deferred income tax
relating to share based
payments                       -        -          -          -      6.2           -          -       6.2
Shares issued                0.8     11.0          -          -    270.4           -          -     282.2
Equity dividends paid          -        -          -          -  (138.1)           -          -   (138.1)
At 31 December 2012         13.8    470.4      (0.4)        1.8    408.1         1.7     (17.3)     878.1


Consolidated cash flow statement

for the year ended 31 December 2012

                                                                                    2012      2011
                                                                                      £m        £m
 
Cash flows from operating activities
Operating profit on continuing activities before interest and taxation             340.9     355.5
Depreciation                                                                        71.7      70.2
Amortisation of intangible assets (treated as depreciation)                          1.2       0.2
Amortisation of intangible assets recognised on acquisition                         95.3      67.7
Share based payment expense                                                          9.1       8.3
Pensions                                                                           (6.9)    (33.3)
Adjustment for non-cash items: contingent consideration releases, impairments       25.2    (11.2)
of goodwill and investment loan
(Profit)/loss on sale of property, plant and equipment                             (0.1)       0.7
Movement in provisions                                                            (18.2)     (9.2)
Net movement in payables and receivables                                             1.0    (84.9)
Cash generated from operations before settlements                                  519.2     364.0
Settlement of Arch cru                                                                 -    (17.9)
Settlement of Cumbria County Council pension deficit                                 0.8    (10.0)
Cash generated from operations                                                     520.0     336.1
Income tax paid                                                                   (62.3)    (62.6)
Net interest paid                                                                 (46.0)    (42.0)
Net cash inflow from operating activities                                          411.7     231.5
Cash flows from investing activities
Purchase of property, plant and equipment                                         (95.5)   (102.3)
Purchase of intangible assets                                                      (5.8)     (8.0)
Proceeds from sale of property, plant and equipment                                  1.4       0.1
Acquisition of subsidiary undertakings and businesses                            (144.4)   (352.2)
Debt repaid on the acquisition of subsidiaries                                    (57.1)    (22.3)
Cash/(overdraft) acquired with subsidiary undertakings                              17.6     (9.6)
Purchase of financial assets                                                           -     (0.2)
Investment loan                                                                      0.3         -
Return on investment in joint venture                                                  -       0.3
Net cash outflow from investing activities                                       (283.5)   (494.2)
Cash flows from financing activities
Issue of ordinary share capital                                                    284.9       4.5
Share transaction costs                                                            (2.7)         -
Dividends paid                                                                   (138.1)   (125.0)
Capital element of finance lease rental payments                                   (1.7)     (1.0)
Instalment debtor movement                                                             -      14.2
Asset based securitised financing                                                      -    (11.7)
Repayment of loan notes                                                            (2.3)         -
Proceeds on issue of term debt and bonds                                           160.3     339.8
Revolving credit facility                                                        (178.0)     178.0
Financing arrangement costs                                                        (1.5)     (3.2)
Net cash inflow from financing activities                                          120.9     395.6
Increase in cash and cash equivalents                                              249.1     132.9
Cash and cash equivalents at the beginning of the period                            71.5    (60.3)
Impact of movement in exchange rates                                               (0.7)     (1.1)
Cash and cash equivalents at 31 December                                           319.9      71.5
Cash and cash equivalents comprise:
Cash at bank and in hand                                                           319.9      71.5
Total                                                                              319.9      71.5



 
Notes to the preliminary statement

for the year ended 31 December 2012

1 Segmental information

The Group's operations are organised and managed separately according to the
nature of the services provided, with each segment representing a strategic
business unit offering a different package of related services across the
Group's markets. No operating segments have been aggregated to form the
reportable operating segments below. The information disclosed below
represents the way in which the results of the businesses are reported to the
Group Board. The comparative figures have been restated due to a
reorganisation of the Group's business segments during the year and a
consequent change in the way in which the results of the businesses are
reported to the Group Board. Before eliminating sales between business units
on consolidation, the Group accounts for sales between business units as if
they were to a third party at market rates.

The tables below present revenue, result and certain asset and liability
information for the Group's business segments for the years 2012 and 2011. All
operations are continuing.

Year ended 31 December 2012
 
                                                                              Customer
                       IT     Justice                                         Manage-           Investor
Under-     Health    Services     &     Profess-                                 ment               &
lying        &         &       Secure   ional   Property Workplace Integrated & Inter- General  Banking   Life &
segment  Wellbeing Consulting Services Services Services Services   Services  national nsurance Services Pensions Total
revenue      £m         £m        £m       £m       £m       £m        £m        £m       £m       £m      £m      £m

Total      201.7     633.4     198.3    485.3    273.4     383.9     285.6     230.1    148.6    250.3   659.0   3,749.6
segment
revenue

Inter-    (25.5)    (131.1)      -     (101.3)   (17.6)   (24.8)     (5.0)       -        -      (9.4)  (83.1)   (397.8)
segment
revenue

Third     176.2     502.3     198.3    384.0    255.8     359.1     280.6     230.1    148.6    240.9   575.9    3,351.8
party
revenue

Under-
lying
segment
result

Result     34.1       40.6      23.9     96.4     7.5      48.2       65.4      24.4     18.5     63.8    58.0    480.8
after
depre-
ciation

Share      (0.4)     (0.4)     (0.1)    (1.7)    (0.6)     (1.1)     (2.2)     (0.1)    (0.8)    (0.6)   (1.1)    (9.1)
based
payment
           33.7       40.2      23.8     94.7     6.9      47.1       63.2      24.3     17.7     63.2    56.9    471.7
Non-
under-
lying

Intangible
amort-
isation                                                                                                          (95.3)

Acqui-
sition
costs                                                                                                            (10.3)

Loan                                                                                                             (15.0)
impairment

Goodwill impairment net of contingent                                                                            (10.2)
consideration movements
                                                                                                                  340.9
Net
underlying
finance
costs                                                                                                            (46.0)

Financial
instruments
- mark to
market                                                                                                            (8.7)

Investment
expense                                                                                                           (0.1)

Currency swaps' counterparty risk -                                                                                3.9
mark to market

Profit                                                                                                           290.0
before
tax

Income tax                                                                                                       (54.0)
expense

Profit for                                                                                                       236.0
the year


Year ended 31 December 2011
 
                                                                             Customer
                      IT     Justice                                         Manage-           Investor
Under-   Health    Services     &     Profess-                                 ment               &
lying       &         &       Secure   ional   Property Workplace Integrated & Inter- General  Banking   Life &
segment Wellbeing Consulting Services Services Services Services   Services  national nsurance Services Pensions Total
revenue    £m         £m        £m       £m       £m       £m         £m        £m       £m       £m       £m    £m

Total    162.0     637.7     111.5    503.8    275.9     310.9     232.0     101.4    183.5    223.5    639.1   3,381.3
segment
revenue

Inter-  (29.0)    (126.6)    (22.1)  (114.9)   (20.0)   (28.1)     (4.0)     (1.8)      -      (10.6)   (94.0)  (451.1)
segment
revenue

Third    133.0     511.1      89.4    388.9    255.9     282.8     228.0      99.6    183.5    212.9    545.1   2,930.2
party
revenue

Under-
lying
segment
result

Result   26.2       40.1      15.9     97.3     13.4     38.2       59.0      4.2      29.0     55.5     56.9    435.7
after
depre-
ciation

Share    (0.3)     (0.3)     (0.1)    (1.6)    (0.6)     (1.0)     (2.0)     (0.1)    (0.7)    (0.6)    (1.0)    (8.3)
based
payment
         25.9       39.8      15.8     95.7     12.8     37.2       57.0      4.1      28.3     54.9     55.9    427.4

Non-
underlying
Intangible
amorti-
sation                                                                                                          (67.7)

Acquisition                                                                                                     (15.4)
costs

Contingent                                                                                                        11.2
consideration
movement
                                                                                                                 355.5
Net underlying
finance costs                                                                                                   (42.0)

Financial
instruments -
mark to
market                                                                                                           (7.1)

Investment                                                                                                       (0.2)
expense

Currency swaps' counterparty risk -                                                                              (3.3)
mark to market

Profit                                                                                                           302.9
before
tax

Income tax                                                                                                      (64.9)
expense

Profit for                                                                                                       238.0
the year

2 Administrative expenses

Included within administrative expenses are:

                                                                      2012  2011
                                                                      £m    £m
Non-underlying, non-cash items:
Intangible amortisation                                                95.3  67.7
Goodwill impairment net of contingent
consideration movements                                                10.2 (11.2)
Impairment of Optima investment loan                                   15.0   -
                                                                      120.5  56.5
Non-underlying, cash items:
Professional fees re acquisitions                                       9.6  13.3
Stamp duty paid on acquisitions                                         0.7  2.1
                                                                       10.3  15.4
Total                                                                 130.8  71.9

Applied Language Solutions (ALS) was acquired in December 2011 and due to
uncertainties in the newly won courts' interpretation contract, consideration
for the acquisition was structured with a high proportion of contingent
consideration relative to the initial consideration of £7.5m. Due to the
performance of this contract no contingent consideration is now likely to be
payable and the related goodwill has also been reassessed to £nil. This has
resulted in an impairment of goodwill net of the contingent consideration
release of £10.6m. There is no cash impact as no contingent consideration has
been paid. In 2012, there was other contingent consideration release of £0.4m
(2011 £11.2m).

The investment loan with Optima Legal Services Ltd has been reduced by £15.0m
to £20.7m reflecting a fall in the fair value of the loan as the Optima
business has been adversely affected by the downturn in the mortgage
administration market.

3 Net finance costs

                                                                      2012  2011
                                                                      £m    £m
Bank interest receivable                                              (0.3) (0.1)
Other interest receivable                                             (0.2) (0.3)
Interest receivable                                                   (0.5) (0.4)
Bonds                                                                 29.5   26.3
Fixed rate interest rate swaps - realised                              9.1   11.5
Bank loans and overdrafts                                              7.9    4.6
Interest payable                                                      46.5   42.4
Underlying net finance costs                                          46.0   42.0
Fixed rate interest rate swaps - mark to market                        8.2    7.2
Non-designated foreign exchange forward
contracts - mark to market                                             0.5  (0.1)
Currency swaps' counterparty risk adjustment -                        (3.9)   3.3
mark to market1
Non-underlying net finance costs                                       4.8   10.4
Total net finance costs                                               50.8   52.4

1 The mark to market movement on currency swaps represents the extent to which
the fair value of these instruments has been affected by the perceived change
in the creditworthiness of the counterparties to those instruments. The Group
is comfortable that the risk attached to those counterparties is not
significant and believes that the currency swaps continue to act as an
effective hedge against the movements in the fair value of the Group's issued
US$ denominated bonds.

4 Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the
year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit
for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year plus
the weighted average number of ordinary shares that would be issued on the
conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in the basic and diluted
earnings per share computations:

                                                                             2012  2011
                                                                             £m    £m
Net profit attributable to ordinary equity holders of the parent from        236.0 238.0
operations
                                                                             2012    2011
                                                                             Number  Number
                                                                             million million
Weighted average number of ordinary shares (excluding trust and treasury      636.4   607.7
shares) for basic earnings per share
Dilutive potential ordinary shares: Employee share options                     7.0     1.4
Weighted average number of ordinary shares (excluding trust and treasury      643.4   609.1
shares) adjusted for the effect of dilution
There have been no other transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of completion of these
financial statements.

The following additional earnings per share figures are calculated based on
underlying earnings attributable to ordinary equity holders of the parent of
£338.3m (2011: £294.7m) and, after non-underlying costs, earnings of £236.0m
(2011: £238.0m). They are included as they provide a better understanding of
the underlying trading performance of the Group.

                                                            2012  2011
                                                            p     p
Basic earnings per share   - underlying                     53.16 48.49
                           - after non-underlying           37.08 39.16
Diluted earnings per share - underlying                     52.58 48.38
                           - after non-underlying           36.68 39.07

5 Dividends paid and proposed

                                                                            2012  2011
                                                                             £m    £m
Declared and paid during the year
Ordinary shares (equity):
Final for 2011 paid: 14.2p per share (2010: 13.4p per share)                86.7  81.2
Interim for 2012 paid: 7.9p per share (2011: 7.2p per share)                51.4  43.8
                                                                            138.1 125.0
Proposed for approval at AGM (not recognised as a liability at 31 December)
Ordinary shares (equity):
Final for 2012: 15.6p per share (2011: 14.2p per share)                     101.3 86.4

6 Business combinations

The Group made a number of acquisitions in 2012 which are shown in aggregate.
The fair values of the identifiable assets and liabilities acquired are
disclosed in the table below:

                                              Fair value
                                              to Group
                                              recognised
                                              on
                                              acquisition
                                              £m
Intangible assets                                 81.3
Property, plant and                               4.8
equipment
Deferred tax                                     (3.0)
Bank loans and                                    17.6
overdrafts
Trade receivables -                               64.2
gross
Impairment of trade                              (5.2)
receivables
Payables                                         (56.2)
Accruals                                         (44.4)
Long term debt                                   (57.1)
Provisions                                       (19.0)
Corporation tax                                   5.1
Net assets                                       (11.9)
Goodwill arising on                              146.9
acquisition
                                                 135.0
Discharged by:
Cash                                             126.6
Contingent                                        8.4
consideration accrued
                                                 135.0

In all cases 100% of the ordinary share capital was acquired and the
consideration satisfied in cash. The companies acquired have been mainly in
the areas of pensions and employee benefits, security, health and travel and
complement or extend the Group's existing skill sets and provide opportunities
for growth into these markets. In addition during the year the Group settled
contingent consideration payments with regard to previous acquisitions
amounting to £12.0m, all of which had been accrued.

Goodwill has arisen on the acquisitions because the fair value of the acquired
assets was lower than the consideration paid; the goodwill represents the
value to the Group that can be driven from these underlying assets over the
life of the acquired businesses. The total amount of goodwill recognised in
the period that is expected to be deductible for tax purposes is £3.3m (2011:
£83.7m).

Contingent consideration

In respect of the acquisitions made in 2012, the Group has agreed to pay the
vendors additional consideration dependent on the achievement of performance
targets in the periods post acquisition. These performance periods are of up
to 3 years in duration and will be settled in cash and loan notes on their
payment date on achieving the relevant target. The range of the possible
additional consideration payments is estimated to be between £5m and £10m. The
Group has included £8.4m as contingent consideration. Contingent consideration
has been calculated based on the Group's expectation of what it will pay in
relation to the post-acquisition performance of the acquired entities by
weighing the probability of a range of payments to give an estimate of the
final obligation.

The fair value exercise has been completed on a provisional basis for
acquisitions made in 2012. The Group will complete this review in 2013 though
any adjustment to the carrying value is likely to be insignificant to the
individual acquisition.

Acquisition related costs

The Group incurred acquisition related costs of £10.3m related to professional
fees paid for due diligence, general professional fees and legal advice. These
costs have been included in administrative expenses in the Group's
consolidated income statement.

7 Provisions

                                Insurance
                                  captive
                                provision   Property
                                       £m  provision
                                                  £m  Arch cru  Other    Total
                                                            £m     £m       £m
At 1 January 2012                 20.3       40.4       0.6      2.4     63.7
Utilisation                      (14.2)      (5.6)       -      (9.0)   (28.8)
Created/(released) in the year    9.9        (0.1)     (0.6)     1.4     10.6
Provisions acquired                -          4.7        -      14.3     19.0
At 31 December 2012               16.0       39.4        -       9.1     64.5

The provisions made above have been shown as current or non-current on the
balance sheet to indicate the Group's expected timing of the matters reaching
conclusion.

The insurance provision is made in relation to the Group's professional
indemnity, motor and employee liability exposures. The Group uses a captive
insurer to reduce the cost of providing this cover for its operations; claims
that are in excess of the Captive's liability are reinsured with a number of
large insurance underwriters. The Group makes provision when a claim has been
made where it is more probable than not that an insured loss will occur. These
provisions are reassessed regularly to ensure that the level of provisioning
is consistent with the claims that have been reported. In the year the Group
has settled a number of insurance liabilities which it had provided for in
previous years. Additionally it has made provision for new claims and
increased or decreased existing provisions where more information on the
progress of the claim has become available.

Within the property provisions there is included a discounted provision for
the difference between the market value of the property leases acquired in
2011 with Ventura and Vertex Private Sector and the lease obligations
committed to at the date the leases were signed by the previous owners. This
is in accordance with IFRS 3 (revised) which requires the use of fair value
measurement. The remaining property provision is made on a discounted basis
for the future rent expense and related cost of leasehold property (net of
estimated sub-lease income) where the space is vacant or currently not planned
to be used for ongoing operations. The expectation is that this expenditure
will be incurred over the remaining periods of the leases which range from 1
to 15 years.

Other relates to provisions in respect of potential claims arising due to the
nature of some of the operations that the Group provides and provision for an
onerous contract in relation to the ALS courts' interpretation contract. These
are likely to unwind over a period of 1 to 3 years.

8 Additional cash flow information

Reconciliation of net cash flow to movement in net funds/(debt)

                                                                                                                Net debt
                                                                                                                   at 31
                                                                Net debt at Acquisitions              Non-cash  December
                                                                  1 January      in 2012                  flow      2012
                                                                       2012  (exc. cash) Cash flow   movements        £m
                                                                         £m           £m movements          £m
                                                                                                £m
Cash and cash equivalents                                        71.5            -         249.1      (0.7)      319.9
Cash                                                             71.5            -         249.1      (0.7)      319.9
Loan notes                                                       (2.3)           -          2.3       (0.5)      (0.5)
Bonds1                                                         (1,432.2)         -         24.7       37.4     (1,370.1)
Revolving credit facility                                       (176.1)          -         178.0      (1.9)        -
 
Currency swaps in relation
to US$ denominated bonds1                                        242.4           -           -       (36.2)      206.2
Interest rate swaps in relation to GBP denominated bonds1        13.5            -           -         2.4       15.9
Long term debt                                                     -           (57.1)      57.1         -          -
Term loan                                                          -             -        (185.0)       -       (185.0)
Finance leases                                                   (3.1)           -          1.7       (1.3)      (2.7)
Underlying net debt                                            (1,286.3)       (57.1)      327.9      (0.8)    (1,016.3)
Fixed rate interest rate swaps                                  (44.7)           -           -        (8.2)     (52.9)
                                                               (1,331.0)       (57.1)      327.9      (9.0)    (1,069.2)

The aggregate bond fair value above of £1,370.1m (2011: £1,432.2m) includes
the GBP value of the US$ denominated bonds at 31 December 2012. To remove the
Group's exposure to currency fluctuations it has entered into currency swaps
which effectively hedge the movement in the underlying bond fair value. The
interest rate swap is being used to hedge the exposure to changes in the fair
value of GBP denominated bonds. The combined fair value of the interest and
currency swaps is £222.1m (2011: £255.9m).

                                                                                                                Net debt
                                                                                                                   at 31
                                                                Net debt at Acquisitions              Non-cash  December
                                                                  1 January      in 2011                  flow      2011
                                                                       2011  (exc. cash) Cash flow   movements        £m
                                                                         £m           £m movements          £m
                                                                                                £m
Cash and cash equivalents                                       38.5             -         34.1       (1.1)      71.5
Overdraft and bank loans                                       (98.8)            -         98.8         -          -
Cash                                                           (60.3)            -         132.9      (1.1)      71.5
Loan notes                                                      (2.3)            -           -          -        (2.3)
Bonds1                                                        (1,016.4)          -        (339.2)    (76.6)    (1,432.2)
Revolving credit facility                                         -              -        (175.4)     (0.7)     (176.1)
Currency swaps in relation
to US$ denominated bonds1                                       178.5            -           -        63.9       242.4
Interest rate swaps in relation to GBP denominated bonds1        4.4             -           -         9.1       13.5
Long term debt                                                    -            (22.3)      22.3         -          -
Finance leases                                                  (2.4)            -          1.0       (1.7)      (3.1)
Underlying net debt                                            (898.5)         (22.3)     (358.4)     (7.1)    (1,286.3)
Asset based securitised finance                                (11.7)            -         11.7         -          -
Fixed rate interest rate swaps                                 (37.5)            -           -        (7.2)     (44.7)
                                                               (947.7)         (22.3)     (346.7)    (14.3)    (1,331.0)

1 The sum of these items held at fair value equates to the underlying value of
the Group's bond debt of £1,148.0m (2011: £1,176.3m).

9 Pensions (amendment to IAS 19)

The amended IAS 19 standard changes the method of calculating the net interest
related to the defined benefit pension schemes from one which uses the
expected return on scheme assets to one based on the discount rate. It is
estimated that this change will lead to a reduction in profit before tax of
approximately £10.0m in 2013. In 2013, the prior year comparative for 2012
will be restated for this change, reducing profit before tax by £8.6m. From
2013, we will split out the financing element of the pension charge from
operating costs. This is estimated to be approximately £4.0m (2012: £3.6m) of
the circa £10.0m reduction in profit (2012: £8.6m).

10 Related party transactions

Pursuant to the Company's share placing which completed on 24 April 2012,
funds managed by Invesco Limited, a substantial shareholder in the Company and
therefore a related party of the Company (in each case, for the purposes of
the Listing Rules of the UK Listing Authority), subscribed, pro rata to their
previously existing holdings, for an additional 8,000,000 shares in the
Company at the placing price of 685p representing an aggregate further
investment of £54.8 million. In addition, Invesco acquired a further
16,459,384 shares during the year at market value.

Nigel Wilson, who was Senior Independent Director until his resignation from
the board on 31 December 2012, was Group Chief Financial Officer of Legal &
General Group Plc until June 2012 when he was appointed as Chief Executive
Officer of that group. The Legal & General Group Plc had an interest in
23,279,554 shares in Capita plc as at 20 February 2013 and has a contractual
relationship with the Group. Nigel Wilson did not participate in any Legal &
General board discussions or decisions in respect of that company's dealings
with Capita plc which are conducted on an arm's length basis.

11 Preliminary announcement

The preliminary announcement is prepared in accordance with International
Financial Reporting Standards as adopted by the European Union. A duly
appointed and authorised committee of the Board of Directors approved the
preliminary announcement on 27th February 2013. The financial information set
out above does not constitute the Company's statutory accounts for the years
ended 31 December 2012 or 2011 but is derived from those accounts.

Statutory accounts for 2011 have been delivered to the registrar of
companies, and those for 2012 will be delivered in due course. The auditor has
reported on those accounts; their reports were (i) unqualified-, (ii) did not
include a reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.

Copies of the announcement can be obtained from the Company's
registered office at 71 Victoria Street, Westminster, London SW1H 0XA, or on
the Company's corporate website
www.capita.co.uk/investors/Pages/Investors.aspx.

It is intended that the Annual Report and Accounts will be posted to
shareholders in April 2013. It will be available to members of the public at
the registered office and on the Company's Corporate website
www.capita.co.uk/investors/Pages/Investors.aspx from that date.

12 Statement of Directors responsibilities

The Directors confirm that, to the best of their knowledge the
extracts from the consolidated financial statements included in this report,
which have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union, IFRIC interpretations and
those parts of the Companies Act 2006 applicable to companies reporting under
IFRS, fairly presents the assets, liabilities, financial position and profit
of the Group taken as a whole and that the management report contained in this
report includes a fair review of the development and performance of the
business.

By order of the Board



P R M Pindar                     G M Hurst
Chief Executive                  Group Finance Director
27 February 2013




END
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