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Computacenter plc
Annual Report and Accounts 2009




Pleased,
but not
satisfied.
Key metRiCs


Revenue                            Adjusted diluted earnings per share

£
 2.50bn 27.7p
Adjusted profit before tax         total dividend per share

£
 54.2m 11.0p
Who we are
Computacenter is a leading it infrastructure services
provider. We add value to our customers by advising
on it strategy, deploying appropriate technologies,
and managing elements of their infrastructures on
their behalf.
Our mission
to deliver it services and solutions that enable our
customers to achieve their goals.
Our strategy
Our strategy is to achieve long-term earnings growth.
to help measure our success, we have five key strategic
initiatives against which to benchmark our performance.
see over page for performance against strategic objectives.
PerFOrmance hiGhliGhts


                                                                                                                                   Overview
Revenue £bn                                                     Adjusted* operating profit £m                                       02 International operations at a glance
                                                                                                                                   04 Chairman’s statement
  2006                                    2.26                     2006                     33.3

  2007                                       2.38                  2007                              41.7

  2008                                           2.56              2008                              42.1

  2009                                           2.50              2009                                           53.9




-2.2%                                                          +27.9%




                                                                                                                                                                                  Overview
                                                                                                                                   Business review
Adjusted* diluted earnings per share p                          Total dividend per share p                                         05 Operating review
                                                                                                                                   17 Market overview
  2006              13.8                                           2006                            7.5                             18 Finance Director’s review
                                                                                                                                   22 Risk management
                                                                   2007                              8.0
                                                                                                                                   24 Corporate sustainable development
  2007                        18.5

  2008                             21.0                            2008                              8.2

  2009                                              27.7           2009                                             11.0




                                                                                                                                                                                  Business review
+31.9% +34.1%
Financial performance                                                                                                              Governance
                                                                                                                                   28 Board of Directors
• Group revenues decreased 2.2 per cent to £2.50 billion (2008: £2.56 billion)                                                     29 Corporate governance statement
                                                                                                                                   34 Directors’ remuneration report
• Adjusted* profit before tax increased 25.8 per cent to £54.2 million                                                             40 Directors’ report
  (2008: £43.1 million)
• Adjusted* diluted earnings per share increased 31.9 per cent to 27.7 pence
  (2008: 21.0 pence)
• Additional interim dividend of 8.0 pence, in lieu of final dividend, bringing
  the total dividend for the year to 11.0 pence (2008: 8.2 pence)
• Net cash prior to customer specific financing (CSF) was £86.4 million

                                                                                                                                                                                  Governance
  (2008: £4.6 million)
statutory performance
• Profit before tax increased 22.4 per cent to £48.4 million (2008: £39.5 million)
• Diluted EPS increased 2.9 per cent to 24.9 pence (2008: 24.2 pence)
• Net funds after CSF was £37.3 million (2008: net debt of £84.6 million)
Operating highlights                                                                                                               Financial statements
                                                                                                                                   45 Independent auditors’ report
• Group annual services contract base grew over 9 per cent to £503.6 million,                                                      46 Consolidated income statement
  at constant currency                                                                                                             47 Consolidated statement of
• Contract wins and extensions included Produban (Santander Group IT Business),                                                        comprehensive income
                                                                                                                                   48 Consolidated balance sheet
  Threadneedle, BP, Schroders and Severn Trent Water                                                                               49 Consolidated statement of changes
• Operating expenses reduced by over £30 million, in constant currency                                                                 in equity
                                                                                                                                                                                  Financial statements




• Successful exit of trade distribution business which freed circa £20 million                                                     50 Consolidated cash flow statement
                                                                                                                                   51 Notes to the consolidated financial
  of working capital                                                                                                                   statements
• Two acquisitions made during the year; Thesaurus Computer Services in UK                                                         87 Statement of Directors’ responsibilities
                                                                                                                                   88 Independent auditors’ report
  and becom in Germany                                                                                                             89 Company balance sheet
• Group-wide ERP project remains on track                                                                                          90 Notes to the Company
                                                                                                                                       financial statements
                                                                                                                                   94 Group five year financial review
                                                                                                                                   94 Group summary balance sheet
                                                                                                                                   95 Financial calendar
* Adjusted for exceptional items and amortisation of acquired intangibles. Adjusted operating profit is also stated after          96 Corporate information
  charging finance costs on CSF, and prior to the transfer of internal ERP implementation costs between segments.
                                                                                                                            Computacenter plc Annual Report and Accounts 2009 1
stRAtegy And peRfORmAnCe


2009 strategic     Accelerating                                   improving the
objectives         the growth of                                  efficiency of our
                   our contractual                                service operations
                   services
                   businesses



progress against   In 2009 our Group contract base
                   grew by 9 per cent in constant currency;
                                                                  Our investment in common solutions
                                                                  and approaches continues to help us
2009 strategic     in a difficult economic environment,
                   customers continued to turn to
                                                                  improve service efficiency and lower costs
                                                                  for customers. In the UK, the Shared
objectives         Computacenter for contracted services.         Services Factory (SSF) helped us further
                                                                  standardise customer engagement in
                                                                  2009 and ensure we deliver value to
                                                                  our customers beyond simply meeting
                                                                  defined service levels. Progress is being
                                                                  made with similar shared resource
                                                                  initiatives across the Group.
                                                                  In addition, we are making investments
                                                                  in our off-shore delivery capability to take
                                                                  advantage of lower costs available, such
                                                                  as in South Africa.



Key performance    Increase contract base
                   in constant currency £m
                                                                  Increase services revenue
                                                                  per service head (£’000/head)
indicators          2006                  347                      2006                  534.7            84

                    2007                        418                2007                      605.0         87

                    2008                              462          2008                           684.3    88

                    2009                                    504    2009                              740.087




                   +9.0%                                          -1.2%
2010 strategic     Accelerating                                   Reducing cost
objectives         the growth of                                  through increased
                   our contractual                                efficiency and
                   services                                       industrialisation
                   businesses                                     of our services
                                                                  operations
maximising the                                          extending our                                              Reducing the
return on working                                       presence in                                                cost of sale in
capital and freeing                                     markets that offer                                         our supply chain
working capital                                         greatest growth                                            activities
where not                                               opportunity
optimally used


In 2009, following the partial exit of trade            Following the decision to refocus our                      In light of the challenges presented
distribution in the UK in late 2008, we                 efforts on the sale of our full service                    by the economic environment, we
took the decision to complete our exit                  proposition and higher end product sales                   increased our focus on overlay cost
from the trade distribution activity with the           to organisations of more than 500 seats,                   reduction across our geographies,
sale of the remaining server and storage                we have seen a revenue reduction of 2.2                    particularly in the UK where SG&A
CCD business. This is expected to                       per cent, against a challenging economic                   reduced by £22 million (13.3 per cent).
generate cash of circa £20 million,                     backdrop. However this is ahead of the                     This was achieved through: the exit from
which can be invested in the Group’s                    overall market position; the total IT market               CCD; the withdrawal from our focus on
core business.                                          for Western Europe declined by 4% in                       product sales to mid-market customers;
                                                        constant currency.*                                        streamlining of the UK management
During the year we’ve placed significant                                                                           structure and de-layering process.
focus on all the key areas of working
capital management which collectively                                                                              We also continued to benefit from
across the Group have resulted, prior                                                                              previous e-commerce investments in
to CSF, in a net cash improvement from                                                                             our supply chain activities to reduce
£4.6 million to net cash of £86.4 million.                                                                         the unit cost of processing product
                                                                                                                   sales transactions.


Increase adjusted operating                            Increase services revenue                                   Decrease net operating expenses
cashflow £m                                             in constant currency £m                                     in constant currency £m
  2006    24         534.7                                2006                     534.7     614                    2006                            298

  2007         38          605.0                          2007                          605.0      693              2007                               318

  2008                79       684.3                      2008                                684.3 728             2008                         684.3 326

  2009                             740.0     142          2009                                         740
                                                                                                   740.0            2009                            740.0
                                                                                                                                                   292




+79.6% +1.7%                                                                                                   +10.5%
maximising the                                          growing our profit                                         ensuring the
return on working                                       margin through                                             successful
capital and freeing                                     increased services                                         implementation
working capital                                         and high-end                                               of the group-wide
where not                                               product sales                                              eRp system
optimally used




*Adapted from Gartner IT Market Databook, December 2009 and IT Services Europe Forecast Database, December 2009.
internatiOnal OPeratiOns at a Glance


Computacenter operates in                                             5
                                                                                   Group revenue by business type
the UK, Germany, France,                                                   1       1. Personal systems           23%
                                                                                     Desktop, laptop, monitor,
and the Benelux countries,                                                           printers, peripherals, consumables.
as well as providing                                       4                       2. Datacentre & networking               26%
transnational services across                                                        Intel and Unix servers, storage,
                                                                                     networking and security.
the globe. Its activities are
                                                                                   3. software product                      14%
supported by service centres
                                                                                   4. services                              31%
in the UK, Germany, France,                                                    2
                                                                                     Professional, support and managed
Spain, South Africa and                                           3                  services delivered by Computacenter.
Malaysia.                                                                          5. third party services                  6%
                                                                                     Third party resold services.




United Kingdom                                        % of Group revenue           Financial highlights




                                                      49%
                                                                                   revenue

                                                                                   £1,226.9m
                                                                                   adjusted* operating profit

                                                                                   £37.8m
Germany                                               % of Group revenue           Financial highlights




                                                      37%
                                                                                   revenue

                                                                                   £930.7m
                                                                                   adjusted* operating profit

                                                                                   £19.6m
France                                                % of Group revenue           Financial highlights




                                                      13%
                                                                                   revenue

                                                                                   £319.4m
                                                                                   adjusted* operating loss

                                                                                   -£2.7m
Benelux                                               % of Group revenue           Financial highlights




                                                      1%
                                                                                   revenue

                                                                                   £26.2m
                                                                                   adjusted* operating loss

                                                                                   -£0.8m
2 Computacenter plc Annual Report and Accounts 2009
 computacenter
   coverage
                                • computacenter
                                    service centres
                                    Hatfield, UK
                                    Leeds, UK
                                    Manchester, UK
                                    Milton Keynes, UK
                                    Nottingham, UK
                                    Romford, UK
                                    Warrington, UK
                                    Erfurt, Germany
                                    Kerpen, Germany




                                                                                                                                                                                                  Overview
                                    Paris, France
                                    Barcelona, Spain
                                    Cape Town, South Africa
                                    Kuala Lumpur, Malaysia



highlights                                                      contract wins                                       revenue by business type

• Adjusted* operating profit increased by 27.8                  • New managed service contracts with: a retail                       5
                                                                                                                                                                     1. Personal systems 18%
  per cent to £37.8 million (2008: £29.6 million)                 bank; Schroders; Threadneedle; NHS Oldham;                                     1                   2. Datacentre &
• Ongoing revenue fell by 7.3 per cent in 2009                    Produban (Santander Group IT business)                                                                Networking          30%
                                                                                                                                                                     3. Software product 17%
  to £1.14 billion (2008: £1.23 billion)                          and BT                                             4
                                                                                                                                                                     4. Services            29%
• Long-term contractual revenue grew by                         • Professional services wins include: a leading                                                      5. Third party services 6%
  6 per cent whilst professional services revenue                 financial services group; a major supermarket                                              2
  declined by 6.8 per cent                                        chain and Severn Trent Water




                                                                                                                                                                                                  Business review
• Reduction in operating expenses by £22 million                • Product win for: BP                                            3

• Acquired IBM mainframe specialist, Thesaurus
  Computer Services Limited (TCS)


highlights                                                      contract wins                                       revenue by business type

• Adjusted* operating profit growth of 21.9                     • Managed services contracts with EADS Astrium                       5                               1. Personal systems 22%
  per cent to €22.0 million (2008: €18.0 million)               • Onsite services and logistics support for BASF                                     1               2. Datacentre &
• Managed services contract base grew by                          IT services                                                                                           Networking          27%
                                                                                                                                                                     3. Software product 9%
  8.4 per cent to €266.8 million                                • Datacentre optimisation win for a leading         4
                                                                                                                                                                     4. Services            36%
• Acquired systems provider becom                                 manufacturer of brake parts                                                                        5. Third party services 6%
  Informationssysteme GmbH (‘becom’)
                                                                                                                                                         2



                                                                                                                                     3




highlights                                                      contract wins                                       revenue by business type

• Adjusted* operating loss of €3.1 million
  (2008: €2.1 million)
                                                                • Desktop support contract with Conseil Regional
                                                                  Midi-Pyrénées
                                                                                                                                         5                           1. Personal systems 47%
                                                                                                                                                                     2. Datacentre &              Governance
                                                                                                                             4

• Revenue declined by 7.6 per cent to                           • Managed services contract with Electricité                                                            Networking          12%
                                                                                                                                                                     3. Software product 19%
  €358.7 million (2008: €388.0 million)                           Réseau Distribution France
                                                                                                                                                                     4. Services            18%
• Services revenues grew by 10.2 per cent in local              • Datacentre maintenance win for SPEIG
                                                                                                                                                                 1

                                                                                                                                                                     5. Third party services 4%
  currency, now representing 18.4 per cent of the               • Software licensing contract with: Airbus France        3

  total business                                                  and a Global contract with GDF-SUEZ
• Simplified management structure resulted                                                                                           2
  in an 11.6 per cent reduction in operating
  expenses in local currency


highlights                                                      contract wins                                       revenue by business type
                                                                                                                                                                                                  Financial statements




• Adjusted* operating loss of €851,000 in 2009                  • International contract with leading                                        5                       1. Personal systems 34%
  (2008: €120,000)                                                biotechnology firm covering the supply                                                             2. Datacentre &
                                                                  of hardware and software                                                                              Networking          13%
• Overall revenues declined by 22.1 per cent in                                                                                                              1
                                                                                                                                                                     3. Software product 11%
  local currency                                                                                                    4
                                                                                                                                                                     4. Services            40%
                                                                                                                                                                     5. Third party services 2%

                                                                                                                                                     2

                                                                                                                                         3




* Adjusted operating profit is stated after charging finance costs on CSF, and prior
  to the transfer of internal ERP implementation costs between segments.                                            Computacenter plc Annual Report and Accounts 2009 3
chairman’s statement


“at computacenter we provide services to our customers
 that save them money and help them be more productive.
 in pursuit of this we made good progress in 2009.”




At Computacenter we provide services to                       Results for the year are pleasing.          to please our customers and improve
our customers that save them money and                        Adjusted* profit before tax increased       profitability, maximise the use of working
help them be more productive. In pursuit                      by 25.8 per cent to £54.2 million. Net      capital and fulfil our people’s talent
of this we made good progress in 2009.                        funds before customer specific financing    and ambition.
We set out to enhance our profitability,                      increased by £81.8 million to £86.4
                                                                                                          I thank the people of Computacenter for
optimise the use of working capital and                       million. The ERP implementation is on
                                                                                                          their hard work and commitment to our
improve our cash flow. We invested in our                     plan and budget. Our customers gave us
                                                                                                          Company and our customers for their
people, processes and systems, whilst                         high and improved satisfaction ratings in
                                                                                                          support and, above all, their business.
significantly reducing the overall cost base                  independent surveys and an increasing
                                                                                                          We are pleased with our progress but
within the Group. Our organisation was                        share of their business. We invested some
                                                                                                          not satisfied that we have exploited our
simplified, we exited our trade distribution                  £20 million in our business in 2009, a
                                                                                                          potential to the full.
businesses, and bought Thesaurus in the                       sum which includes the ERP project and
UK and becom in Germany. Our services                         at the same time reduced the cost base
contribution saw improvement in all three                     by more than £30 million on a constant
major geographic markets, focus on our                        currency basis.
target markets was sharpened and we
                                                              We face the future encouraged by this
continued to invest in the implementation
                                                              progress and optimistic for our prospects
of our Group-wide ERP system.                                                                             Greg lock
                                                              ahead, in particular with an annualised
                                                                                                          chairman
                                                              service contract base of over £500
                                                              million. We have won a number of major
                                                              new contracts and have a solid retention
                                                              of existing customers. Competition is
                                                              fierce and we must continuously improve
                                                              our performance in order to win in the
                                                              market place; the economic environment
                                                              remains uncertain and our job is to
                                                              help our customers address this, while
                                                              improving our own business. We are
                                                              seeing a continued shift in our market to
                                                              ‘multi sourcing’ of service offerings and
                                                              ‘single sourcing’ of product offerings,
                                                              independent of the hardware and
                                                              software makers. We are well positioned
                                                              to address these shifts as we strive




*Adjusted profit before tax is stated prior to amortisation
 of acquired intangibles and exceptional items.
4 Computacenter plc Annual Report and Accounts 2009
OPeratinG                                                                                                                                   mike norris
review                                                                                                                                   chief executive




                                                                                                                                                                  Overview
                                                                                                                                                                  Business review
“we enter 2010 in good shape, with a lower cost base, having
 secured our largest project to date. we believe that the
 investments we are making in our business, together with
 our strong balance sheet, positions the Group well to take
 advantage of market opportunities, which means we are well
 placed to capture further opportunities and market share.”                                                                                                       Governance


                                                            Computacenter has delivered a strong            Group revenue declined in 2009 by
                                                            profit performance in 2009. Group               2.2 per cent to £2.50 billion (2008:
                                                            adjusted* profit before tax grew by 25.8        £2.56 billion). Part of this decline was
                                                            per cent to £54.2 million (2008: £43.1          as a result of our strategic decision to
                                                            million). Excluding the effects of a stronger   exit trade distribution; however revenue
                                                            Euro, Group adjusted* profit before tax         benefited from a strong Euro. Excluding
                                                            increased by 22.3 per cent. Primarily           these two opposing effects revenue
                                                            due to this increased profitability and a       declined by 4.9 per cent. As reported,
                                                                                                                                                                  Financial statements




                                                            reduced tax rate, the Group’s adjusted*         Group services revenue increased by
                                                            diluted earnings per share (EPS) grew           8.1 per cent but particularly pleasing was
                                                            31.9 per cent to 27.7 pence (2008: 21.0         the 12.2 per cent increase in long-term
                                                            pence). On a statutory basis, taking            contractual revenues. The Group annual
                                                            into account amortisation of acquired           services contract base stood at £503.6
*Adjusted profit before tax, income tax expense and EPS     intangibles and exceptional items, Group        million at the end of the year, an increase
 are stated prior to amortisation of acquired intangibles   profit before tax increased 22.4 per cent       of 3.9 per cent over 31 December 2008
 and exceptional items. Adjusted operating profit is also   to £48.4 million (2008: £39.5 million) and      or 9.0 per cent in constant currency.
 stated after charging finance costs on CSF, and prior
 to the transfer of internal ERP implementation costs       diluted EPS increased by 2.9 per cent to
 between segments.                                          24.9 pence (2008: 24.2 pence).
                                                                                                            Computacenter plc Annual Report and Accounts 2009 5
Operating review continued




We reduced operating expenses by over                 The increase in the Group’s annual
£30 million in constant currency and as               services contract base is clear
a result the Group incurred exceptional               evidence that customers are turning to
costs as it restructured its workforce and            Computacenter to help them reduce
vacated the related property. Additionally,           their operating costs. Our offerings
the disposal of our trade distribution                continue to gain momentum in the market
division (CCD) in November 2009,                      as customers choose to selectively
generated an exceptional profit of                    outsource IT infrastructure support,
£1.9 million, net of goodwill written                 rather than opting for a comprehensive
off. The net effect of these exceptional              IT outsourcing contract or undertake
items is a charge of £5.3 million.                    the work in-house.
Our balance sheet has strengthened                    To meet this growing demand for our
considerably. At the end of the year net              datacentre and distributed services we
cash prior to customer specific financing             have continued to invest in our assets
(CSF) was £86.4 million (2008: net cash               and people during 2009. We have
of £4.6 million). Including CSF net funds             increased our service desk capacity in
were £37.3 million (2008: net debt of                 Milton Keynes, Hatfield, Erfurt, Barcelona
£84.6 million). This material improvement             and Cape Town as well as establishing
in our cash position was primarily due                a new helpdesk facility outside of Paris.
to increased profitability, the sale of our           The enhancements we have made to
distribution division, prudent working                our customer facing systems and tools,
capital management and is largely                     which enable better workflow within
sustainable. However, the figures are                 IT departments, have caused a strong
flattered by approximately £30 million due            increase in use by our customers. We
to the extended credit terms of one of our            now have as many customer employees
major vendors which have been made                    using our software tools as our own staff.
available to all of their business partners.
                                                      We have successfully transitioned a
These terms are likely to return to normal
                                                      number of existing customers to our
in the second half of 2010.
                                                      new datacentre facility in Manchester.
The Board has decided to pay an                       We received the award for Datacentre
additional interim dividend of 8 pence                Team of the Year after migrating more
in lieu of a final dividend, bringing the             than 1,000 devices without any business
total dividend for the year to 11 pence               interruption, resulting in 100 per cent
(2008: 8.2 pence). The increase in                    positive customer feedback. Additionally,
dividend is broadly consistent with our               in the datacentre area we have made a
stated policy of maintaining dividend                 significant enhancement to the Group’s
cover within our target range of 2 to                 offering by investing in a new facility in
2.5 times. The dividend will be paid                  Romford in the UK, which opened in
on 1 April 2010 to shareholders on the                early 2010. This is the first datacentre
register as at 19 March 2010.                         outsourcing facility in Europe that will be
                                                      certified to the highest level of security
                                                      and reliability, Tier IV.




6 Computacenter plc Annual Report and Accounts 2009
Overview
                                                                                                       Business review
                                                                                                       Governance




“Business expansion had left us with a disparate telephone system
 that was inefficient and expensive. computacenter helped us
 deploy an iP-based unified communications solution that enhanced
 business agility, staff collaboration and the customer experience.
                                                                                                       Financial statements




 By consolidating our communications systems and support with
 computacenter, we will also be able to save at least £1 million over
 the next 10 years.”
 Martin Schofield, Retail Operations Manager, Harvey Nichols

                                                 Computacenter plc Annual Report and Accounts 2009 7
Operating review continued




We announced a year ago that the                      The sale of CCD to Ingram Micro was
Group had embarked on a major ERP                     finalised in November, completing our
implementation project. The project                   exit from the trade distribution market.
remains on track and within the capex                 This disposal frees up approximately
budget of £32 million of which £22                    £20 million of working capital of which
million had been spent by the end of                  £15 million was realised in 2009. It will
2009. We are scheduled to roll out the                have a negative impact on the Company’s
new system in Germany in the second                   profitability of approximately £1.0 million
half of 2010 and in the UK in the first               in 2010.
half of 2011 with other Group countries
following closely behind. There will be               United Kingdom
a net cost to the profit and loss in the
second half of 2010 and the first half of             Revenue


                                                      £1,226.9m
2011 as the cost savings that we expect
to achieve from the new implementation,
will only be available to us once our
two major countries have gone live. In                Adjusted* operating profit
addition to the cost saving benefits, we
believe the new system will enable us
to create greater efficiencies in many of
the Group’s activities and improve our
competitiveness.
                                                      £37.8m
                                                      Excluding the effects of the exit from trade
                                                      distribution, UK revenues fell by 7.3 per
The Group made two acquisitions in                    cent in 2009 to £1.14 billion (2008: £1.23
the year, both in late November, which                billion). This fall was driven by product
therefore had minimal impact on our 2009              revenue declines as the condition of the
performance. In the UK we acquired                    UK economy caused our customers
Thesaurus Computer Services Limited                   to reduce capital expenditure where
(TCS). TCS gives Computacenter access                 possible. The fourth quarter showed
to IBM mainframe specialist skills and                a small revenue increase of 2 per cent.
builds on our long-term relationship with             Whilst this is encouraging, the VAT rate
IBM. With this acquisition Computacenter              increase at the end of the period may
will become the most significant                      have caused the increase in demand.
independent System Z provider of
products and services in the UK outside               Adjusted* operating profit in the UK
of IBM. In Germany we acquired systems                increased by 27.8 per cent to £37.8
provider becom Informationsysteme                     million (2008: £29.6 million). This profit
GmbH (becom). This acquisition also                   growth could not have been achieved
strengthens our relationship with IBM                 without the major cost reduction
and positions Computacenter as their                  programme we entered into at the
largest business partner in Europe. We                beginning of the year. In 2009 the UK’s
believe the acquisition will increase our             overhead costs have been reduced by
annual revenue in Germany by around                   approximately £22 million compared
10 per cent in 2010. Whilst there will be             to 2008.
some one-off integration costs post the
                                                      Services revenue grew by 2.2 per cent
acquisitions, we expect a positive net
                                                      to £334.0 million (2008: £326.8 million).
operating profit in the year ahead.
                                                      However, more importantly long-term
                                                      contractual revenue grew by 6.0 per
                                                      cent whilst professional services revenue,
                                                      which is more closely linked to product
                                                      and shorter term projects, declined by
                                                      6.8 per cent. The decline in professional
                                                      services revenue was caused by the lack
                                                      of new infrastructure projects throughout
                                                      2009, the pipeline for which has improved
                                                      steadily towards the end of the period.




8 Computacenter plc Annual Report and Accounts 2009
Overview
                                                                                                        Business review
                                                                                                        Governance




“Guaranteeing it availability requires a high level of service quality,
 which can be difficult and expensive to maintain. By partnering with
 computacenter, we have been able to draw on its skilled resources
 for both non-core aspects of it management and transformation
                                                                                                        Financial statements




 projects, such as a datacentre consolidation. the partnership has
 already enabled annual savings of £1.5 million and will help safeguard
 the continuity and quality of our investment services.”
 Mark Prior, IT Director, Threadneedle

                                                  Computacenter plc Annual Report and Accounts 2009 9
Operating review continued




As we have stated before our                           Although there have been fewer
propositions, particularly in managed                  significant infrastructure projects than in
services, have gained traction in the                  previous years, we managed to secure a
market over the last few years as we                   number of major successes. Wins include
focus on reducing the operating costs                  the £45 million contract to supply and
of our customers’ IT infrastructure. We                install the network infrastructure at two
are pleased to announce a number of                    new datacentres for a leading financial
significant new wins in our long-term                  services group and a major business
contractual services business.                         transformation including datacentre and
                                                       network implementations for a major
We have won a ten-year managed                         supermarket chain, within its distribution
services contract with global asset                    network.
management firm Threadneedle. This
contract, which is now fully operational,              We are encouraged by the number of
is an £11 million agreement where                      customers evaluating and committing
Computacenter will host and manage                     to transformation programmes involving
the firm’s datacentre infrastructure. This             the migration to Microsoft Windows 7,
has facilitated Threadneedle making                    which we see as a key driver for growth
savings in excess of the contract value.               in the coming years. An example of this is
NHS Oldham has signed a four-year                      where Severn Trent Water has engaged
contract that will see Computacenter                   Computacenter as part of a £3.5
provide management and support of                      million project, which will underpin new
its IT infrastructure to reduce costs and              flexible working practices, increase staff
improve service.                                       productivity and reduce costs.
At the beginning of 2010 we signed our                 We have also had success in the product
largest services contract to date, with a              supply side of our business where we
retail bank to out-task desktop services as            have seen customers consolidating
part of a five-year agreement covering the             suppliers and using the indirect channel
bank’s 140,000 users and 16,000 servers                to help them reduce their costs. A
over its entire estate including 3,000                 good example of this is our recent
branches. We also signed a new five-year               win with BP, which has consolidated
full infrastructure managed services deal              hardware and software procurement
worth in excess of £40 million with global             with Computacenter in Europe and
asset management firm Schroders. Both                  CompuCom, our partner in the US.
of these contracts will not start to add               BP expects to see a 15 per cent
significantly to our services revenue until            reduction in capital expenditure as
the second half of 2010.                               part of this programme.
Whilst the number of new contracts won
is extremely satisfying, we are even more
pleased with our retention rate, where we
frequently not only retain the customer
but also increase the contract in scope
and duration. Testament to this is the new
six-year desktop services contract signed
with BT Group in 2009. In retail banking
we have signed a new contract with
Produban (Santander Group IT business)
where we have agreed a five-year
extension, which supports its 31,000
UK employees.




10 Computacenter plc Annual Report and Accounts 2009
Overview
                                                                                                     Business review
                                                                                                     Governance




“to help reduce costs and enhance efficiency, we outsourced
 the management of our european network infrastructure to
 computacenter. via a single network control centre, computacenter
 manages more than 130,000 network ports and associated
                                                                                                     Financial statements




 components. By taking advantage of a shared services model,
 we have been able to make financial savings while also increasing
 the stability of our it infrastructure.”
 Dr. Hartwig Faber, Daimler AG

                                              Computacenter plc Annual Report and Accounts 2009 11
Operating review continued




With the ongoing focus on environmental                2009 can be characterised as a year
issues, 2009 proved a great year for RDC,              of lots of small improvements. Services
our IT equipment disposal, remarketing                 margin was up a little, operating expenses
and redeployment subsidiary. The                       were down a little and there was some
Company achieved record annual results                 improvement towards higher-end
as part of the Computacenter Group,                    products and services, all of which
with overall revenue up by 20 per cent                 improved the profit performance.
to nearly £30 million, while profits grew
                                                       Our managed services contract base
by 46 per cent.
                                                       grew by 8.4 per cent to €266.8 million
In June, RDC was delighted to invite                   compared to the previous period. We
the new Chairman of the Environment                    signed a number of notable outsourcing
Agency, Lord Chris Smith, to open a                    contracts, including a three-year
new recycling area, and to celebrate its               agreement with aerospace company
second Queen’s Award. The accolade for                 EADS Astrium. BASF IT services has
Enterprise for Sustainable Development                 engaged Computacenter to provide
is one of only ten awarded in the whole                on-site services and logistics support
of the UK.                                             for more than 50,000 desktops and
                                                       laptops for the BASF Group in Europe.
Germany
                                                       The market for professional services
Revenue                                                has been challenging. However, our


£930.7m
                                                       networking solutions business saw good
                                                       results; initiatives aimed at increasing
                                                       networking services sales yielded
                                                       strong growth, notably in security and
Adjusted* operating profit                             unified communications. Margins grew


£19.6m
                                                       considerably in 2009 and played an
                                                       important role in the operating results.
                                                       Significant wins included a networking
                                                       managed services contract with
In Germany we saw another year of
                                                       EADS Astrium. This contract and the
encouraging adjusted* operating profit
                                                       desktop agreement are worth a total
growth of 21.9 per cent to €22.0 million
                                                       of €5.0 million.
(2008: €18.0 million). This was achieved
despite a decline in revenues of 1.4 per               Our datacentre product business
cent in local currency to €1.03 billion,               performed poorly, with revenue and
excluding the acquisition of becom in                  margins for low-end servers below
late November. As with elsewhere in                    our expectations. Future growth in the
Europe there was a slowdown in product                 datacentre business will be assisted by
sales and continued margin pressure                    the becom acquisition.
throughout the year, particularly for
low-end servers and PCs.                               The opportunity created by customer
                                                       concerns around energy and operational
                                                       efficiency also led to a number of new
                                                       business wins in 2009, including a
                                                       datacentre optimisation project for a
                                                       leading manufacturer of brake parts. We
                                                       are helping the manufacturer identify ways
                                                       to enhance its energy efficiency as part of
                                                       the contract. While at Immoblienscout24,
                                                       we are assisting the online property
                                                       portal company with the implementation
                                                       of a new datacentre and also providing
                                                       ongoing support.




12 Computacenter plc Annual Report and Accounts 2009
Overview
                                                                                                       Business review
                                                                                                       Governance




“nhs Oldham wants to ensure that information technology is an
 enabler to improved health services and delivers value for money.
 By outsourcing the majority of our ict to computacenter, we
 have greater certainty and control over both service levels and
                                                                                                                 Statements
                                                                                                       Financial statements




 costs. this will enable us to save money and time, which is key
 to improving patient care.”
 Steve Sutcliffe, NHS Oldham, Director of Finance


                                                Computacenter plc Annual Report and Accounts 2009 13
Operating review continued




France                                                 Datacentre solutions and services,
                                                       especially consolidation and virtualisation,
Revenue                                                will play a key role in the development of

£319.4m
Adjusted* operating loss
                                                       the French business. For example, we
                                                       won a four-year contract with SPEIG, a
                                                       subsidiary of COLAS (the French building
                                                       construction and public works leader) for


-£2.7m
                                                       maintaining its datacentres across
                                                       40 countries.
                                                       Computacenter France’s product revenue
Whilst overall performance for                         declined by 10.8 per cent in local currency
Computacenter France declined slightly                 compared to 2008. The most significant
last year to an adjusted* operating loss of            factor in this revenue decline was due
€3.1 million (2008: €2.1 million) it was still         to our largest customer in France going
materially ahead of our internal, as well              through a hiatus in spend, due to the fact
as external, expectations at the beginning             that their contract with us had come to
of the year.                                           an end. We are pleased to announce that
                                                       we have secured a new contract with
In line with the market, revenue declined              this customer with a slightly wider scope
by 7.6 per cent to €358.7 million (2008:               for another four years. Excluding this
€388.0 million). However, encouragingly                customer, product revenue grew by 1 per
services revenues grew by 10.2 per cent                cent which we believe is materially ahead
in local currency, now representing                    of the market as a whole.
18.4 per cent of the total business.
                                                       The software licensing market is a key
Computacenter France continued                         development area for Computacenter
to demonstrate improvements in its                     France, supported by a new specialist
operating controls and processes,                      sales team. Among our software
with greater governance of forecasting                 successes during 2009 was a win with
and financial structure. The simplified                Airbus France, which involves the supply
management structure implemented                       and the implementation of an anti-virus
at the beginning of 2009 resulted in                   package for 560 users.
an 11.6 per cent reduction in operating
costs, in local currency.                              We also won a global software licensing
                                                       contract worth €9 million with energy
To further support services growth in                  company GDF-SUEZ. The contract
France, we opened a new helpdesk                       includes distribution to 51 countries and
in Roissy. This facility will be key to                will help GDF-SUEZ remove cost and
supporting and growing our desktop                     complexity from its operations.
support business, which benefited from
a number of key wins in 2009. For                      Computacenter France has made real
example, the Conseil Regional Midi-                    progress in 2009. The local management
Pyrénées, a public administrative authority            team have made a step change in 2009
in the south of France, has engaged                    as is evidenced by our services growth.
Computacenter France to provide                        We feel confident that the business will
support services to 1,300 end-users,                   make financial progress in 2010.
as part of a three-year contract.
A full managed services contract with
Electricité Réseau Distribution France
was another of our outsourcing success
stories in 2009. Worth €4.8 million, the
contract includes support for 1,800
desktops as well as the electricity
Company’s network and datacentres.




14 Computacenter plc Annual Report and Accounts 2009
Overview
                                                                                                          Business review
                                                                                                          Governance




“computacenter has a long-term relationship with nationwide
 and has played a key role in allowing us to optimise and
 support our it infrastructure – from implementing new cabling
 for our administration centre locations to simplifying software
                                                                                                          Financial statements




 licensing and delivering key infrastructure projects. in april 2009,
 we signed a five-year it managed services contract with
 computacenter that will improve cost control, business agility
 and it service levels.”
 Peter Stafford, IT Director, Nationwide
                                                   Computacenter plc Annual Report and Accounts 2009 15
Operating review continued




Benelux                                                Outlook
                                                       The outlook for our long-term contractual
Revenue                                                services business, where we save our


£26.2m
                                                       customers money, remains encouraging
                                                       and we predict revenue growth,
                                                       particularly in the UK, in 2010 where
Adjusted* operating loss                               contracts have already been secured. We


-£0.8m
                                                       also expect some improvement in gross
                                                       profit compared to 2009 due to improved
                                                       business take on and economies of scale.

Our Benelux operation showed an                        Our professional services, coupled
adjusted* operating loss of €851,000                   with our product supply, which is reliant
in 2009 (2008: €120,000), with overall                 on capital expenditure, is more difficult
revenues dropping by 22.1 per cent.                    to predict.
This was due to a major decline of                     The encouraging signs we saw in the
29 per cent in product revenues. The                   fourth quarter in the UK have continued
product business had a difficult year in               into the first quarter of 2010. Germany
a tough market, particularly within the                has seen a challenging start to the year
corporate sector.                                      when compared with the first quarter of
In the first half of 2009, we embarked                 2009. As is always the case, it is not until
on several initiatives to control the cost             we have gone through the end of the first
base. We suspended product supply                      quarter, that we can draw any meaningful
activities in Luxembourg and undertook                 conclusions about the performance of the
a restructuring project in Belgium.                    Group, for the year as a whole.

Despite the decline in revenue, we saw                 In the longer-term we believe the
a number of key managed services and                   investments we are making in our
project wins during 2009. Techspace                    business, together with our strong
Aero, part of the Safran Group, has                    balance sheet, positions the Group well
engaged Computacenter Benelux to                       to take advantage of market opportunities.
deploy a new storage infrastructure.                   While the economic outlook remains
The project, worth €550,000 will help                  uncertain, customers will continue to
the company improve data management                    focus on reducing their operating costs
and reduce costs. We are also helping                  and focusing on core activities.
Truvo Netherlands upgrade its
telecommunication systems after
a project win worth €110,000.
The Group’s global procurement
capabilities also secured new business
for Computacenter Benelux during 2009
in the form of an international contract               mike norris
with a leading biotechnology firm. The                 Group chief executive Officer
agreement covers the supply of hardware
and software.




    “in the longer-term we believe the
     investments we are making in our business,
     together with our strong balance sheet,
     positions the Group well to take advantage
     of market opportunities.”
     Mike Norris, Chief Executive Officer
16 Computacenter plc Annual Report and Accounts 2009
marKet Overview


“we remain confident about steady growth in the selective
 outsource market in 2010 and take some encouragement
 from market forecasts that there will be a return to growth,
 albeit small, in capital expenditure.”

Computacenter operates across              Companies are increasingly looking to          For many years, operating system




                                                                                                                                                 Overview
Western Europe primarily serving the       take back control of their strategic IT with   upgrades have had little real impact
Corporate and Public Sector markets,       a combination of selective outsourcing         on the investment in new technology.
providing IT infrastructure services,      and in-house delivery. We are well             However, Microsoft Windows 7 is
including: infrastructure outsourcing;     positioned to benefit from the trend of        generating significant customer interest,
infrastructure design; implementation      selectively outsourcing as opposed to          as a result of its ability to improve reliability
and product supply.                        large end-to-end outsourcing by the            and cost of management of the PC
                                           major outsourcers, as we are specialists       infrastructure. As a stable, secure and
In 2009, mainly due to the recessionary                                                   more user friendly operating system, this
                                           in this area.
environment, the impact on the                                                            particular upgrade may help to drive new
infrastructure outsourcing and new         Conversely, in 2009 business investment        infrastructure projects.
infrastructure projects was markedly       in new IT infrastructure and therefore
different.                                 design and deployment services was             No discussion of the current market
                                           weak, with hardware sales to the               would be complete without a mention
Customers were and remain primarily                                                       of cloud computing. As with any ‘new’
                                           business market across Europe down by
focused on cost reduction; demand for                                                     technology, there has been significant
                                           12 per cent**. Computacenter’s product




                                                                                                                                                 Business review
selective outsourcing elements of the IT                                                  discussion and marketing of the
                                           sales to end-users were impacted by this
infrastructure for customers continued                                                    cloud concept, with many observers
                                           trend but to a lesser extent, with overall
to be robust, as we reduce cost for our                                                   proclaiming cloud to be the answer to the
                                           product sales for ongoing business down
customers and they move away from total                                                   future of IT. For our part, we’ve embraced
                                           by 7.5 per cent. Gartner** predicts a small
outsourcing to a single vendor. Market                                                    the potential of cloud and have integrated
                                           growth in business product sales across
figures show that in Western Europe                                                       it into our offerings – in fact many of our
                                           Europe in 2010 of 3 per cent.
in 2009, IT infrastructure outsourcing                                                    customers have already implemented
increased by 3 per cent* and is expected   Consistent with these predictions, as          the ‘cloud’ concept in some form; for
to increase by 4 per cent* in 2010.        European economies slowly emerge               example hosted IT services or shared
Computacenter’s Group contracted           from recession, we’re seeing a measured        infrastructure services. Our existing
services revenues grew by 5.4 per cent     but steady development in the nature           service and hosting offerings already span
in 2009 in constant currency.              of IT infrastructure projects. However,        the cloud concept and we are able to
                                           the market may be impacted by                  market this effectively to our customers.
                                           lower Government spending on new               We’ve found that offering a balanced
                                           infrastructure as governments withdraw         approach in this area rather than a one-
                                           stimuli measures to reduce budget deficits.    size-fits-all service resonates better with
                                           Against the challenging broader                our clients and prospects.
   market facts and figures                economic backdrop, server and desktop          In conclusion, we remain confident
                                           consolidation and virtualisation have

                                                                                                                                                 Governance
                                                                                          about steady growth in the selective
   western europe it                       continued to be two of the few areas           outsource market in 2010 and take some
   infrastructure outsourcing              of clear growth in the IT professional         encouragement from market forecasts
   increased by 3 per cent in 2009*        services market in 2009 (overall               that there will be a return to growth, albeit


   3%
                                           professional services market decline           small, in capital expenditure. However,
                                           of 2 per cent†). Such projects generally       customers remain cautious and this
                                           deliver measurable cost savings and            capital expenditure growth is by no
                                           efficiency gains in a relatively short         means certain.
   computacenter’s Group                   space of time and as such have been
   contracted services revenues            favoured over large scale infrastructure
   grew by 5.4 per cent in 2009            deployments, as customers seek


   5.4%
                                           a quicker return on investment.
                                           We are also beginning to see a gradual
                                           change in customer focus from primarily
                                                                                                                                                 Financial statements




                                           cost reduction towards a focus on
   Predicated growth for it                cautious business investment for
   infrastructure outsourcing              growth, as the European economies              * Gartner IT Outsourcing Europe Forecast
   in western europe of 4 per cent         slowly improve.                                  Database, December 2009.
   in 2010*                                                                               ** Adapted into constant currency growth from



   4%
                                                                                             Gartner IT Market Databook, December 2005.
                                                                                          †
                                                                                              Adapted into constant currency growth from
                                                                                              Gartner IT Services Europe Forecast Database,
                                                                                              December 2009. Computacenter excludes
                                                                                              IT management from Gartner’s professional
                                                                                              services figure.
                                                                                          Computacenter plc Annual Report and Accounts 2009 17
Finance DirectOr’s review


“the net funds (excluding csF) improved from £4.6 million
 to £86.4 million by the end of the year.”




turnover and profitability                             The reconciliation of statutory to adjusted    Gross profit percentage for Germany as
After two consecutive years of growth,                 results is further explained in the            a whole decreased from 13.7 per cent
Group revenues reduced in 2009 by                      segmental reporting note (note 3)              to 13.4 per cent of sales, mainly due to
2.2 per cent. The exit from the trade                  to the financial statements.                   an increasing proportion of sales of lower
distribution of PCs, laptops and printers                                                             margin PCs within product revenue.
                                                       UK
at the end of 2008, and subsequent
                                                       UK revenues declined in 2009 by 11.8           SG&A reduced by 5.9 per cent in
completion of the sale of the remaining
                                                       per cent overall but declined by 7.3 per       constant currency mainly due to a tight
trade distribution (CCD) business on
                                                       cent when the impact of the staged             focus on control of all variable SG&A
27 November 2009 resulted in a
                                                       withdrawal from trade distribution is          costs. The net outcome of the above
reduction of revenues in that business
                                                       removed. Ongoing product sales declined        factors was an improvement in adjusted
to £84.7 million (2008: £158.8 million).
                                                       10.8 per cent whilst Services revenues         operating profit from £14.3 million to
Excluding CCD, Group revenues
                                                       increased by 2.2 per cent, driven by a 6.0     £19.6 million. Included within the adjusted
increased by 0.7 per cent, with product
                                                       per cent growth in contractual services,       operating profit is £0.3 million from becom
revenues declining by 2.3 per cent to
                                                       offset by a reduction in Professional          since acquisition.
£1.68 billion. This reduction was partially
                                                       Services revenues linked to the downturn
offset by an increase in services revenues                                                            France
                                                       in spending on capital projects.
of 8.1 per cent to £740.0 million, with                                                               Revenue increased by 3.6 per cent to
Managed Services growth offsetting                     The decline in product sales resulted in an    £319.4 million (2008: £308.2 million)
a contraction in Professional Services.                improved gross profit mix, with adjusted       whilst revenue in constant currency
The Professional Services and product                  gross profit increasing from 14.0 per cent     reduced by 7.6 per cent. Constant
revenue decline is mainly due to the lack              to 14.8 per cent. This is despite margin       currency product revenue reduced by
of large infrastructure projects as a result           challenges on the start-up of certain new      10.8 per cent whilst service revenue
of the recessionary environment. The                   Managed Service contracts and the more         increased by 10.2 per cent. Within
growth in service revenues across the                  difficult Professional Services market.        this, Professional Services reduced by
Group improves the forward visibility                                                                 15.8 per cent whilst Managed Services
of gross margin generation and                         Adjusted operating expenses decreased          revenue increased by 27.9 per cent.
earnings resilience.                                   by £22.0 million (13.3 per cent), reflecting
                                                       the effects of the cost reduction              Gross profit decreased from 12.6 per
In both the UK and Germany, product                    programme which was initiated in 2008.         cent to 11.7 per cent of revenues with the
revenues in December were stronger                     The Selling, General and Administrative        favourable mix effect of increased services
than anticipated, partially due in both                expenses (SG&A) cost reduction included        revenues being more than offset by a
countries to strong year end activity by               the cost reduction from the partial exit       reduction in margin due to the renewal
customers to utilise existing budgets,                 from trade distribution, the reduction in      of a major product contract.
augmented in the UK by the VAT rate                    the mid market product sales business
change on 1 January 2010.                                                                             Exceptional charges of £1.6 million
                                                       and a reorganisation aimed at the
                                                                                                      were incurred to help reduce operating
                                                       simplification of the organisation structure
Adjusted profit before tax improved by                                                                expenses, which declined by 11.6 per
                                                       including a reduction of the management
25.8 per cent from £43.1 million to                                                                   cent in constant currency although this
                                                       layers. The cost reduction process was
£54.2 million. After taking account                                                                   is reported as a 0.8 per cent reduction
                                                       assisted by the recessionary environment
of exceptional items and amortisation                                                                 when translated into Sterling.
                                                       which resulted in lower staff attrition,
of acquired intangibles, statutory profit
                                                       recruitment costs and lower travel and         The adjusted operating loss increased to
before tax increased by 22.4 per cent
                                                       other costs, in total approximately. £2.0      £2.7 million (2008: £1.7 million), which is
from £39.5 million to £48.4 million.
                                                       million. Exceptional charges incurred to       a better than expected performance in the
adjusted operating profit                              achieve these savings were £3.3 million        year, taking account of the impact of the
Statutory operating profit increased from              in redundancy charges and £1.9 million         contract renewal with a large customer.
£42.6 million to £52.0 million. However,               of vacant property costs.
management measure the Group’s                                                                        Benelux
                                                       Germany                                        Reported revenue reduced by 12.6 per
operating performance using adjusted
                                                       Revenue increased by 12.0 per cent             cent to £26.2 million (2008: £30.0 million)
operating profit, which is stated prior
                                                       to £930.7 million (2008: £830.7 million)       whilst revenue in constant currency
to amortisation of acquired intangibles,
                                                       whilst revenue in constant currency            reduced by 22.1 per cent. In constant
exceptional items, and the transfer
                                                       decreased by 0.1 per cent, however this        currency, product revenue reduced by
of internal ERP implementation costs,
                                                       included a revenue contribution of £12.1       29.0 per cent whilst service revenue
and after charging finance costs on
                                                       million from the acquisition of becom          reduced by 8.7 per cent.
customer-specific financing (CSF) for
                                                       Informationsysteme Gmbh (‘becom’).
which the Group receives regular rental                                                               Exceptional costs of £0.2 million were
                                                       Services revenues increased by 0.3 per
income. Gross profit is also adjusted                                                                 incurred which helped to reduce SG&A
                                                       cent and product revenues decreased by
to take account of CSF finance costs.                                                                 by 7.5 per cent in constant currency.
                                                       0.3 per cent in constant currency.

18 Computacenter plc Annual Report and Accounts 2009
The net result of the above was an




                                                                                                                                              Overview
increase in the operating loss to £0.8
million (2008: £0.1 million).
acquisitions
On 26 November 2009, the Group
acquired 100 per cent of the voting
shares of becom for a consideration of
€2.3 million inclusive of costs. The becom
business is based in Germany and is a
leading provider of large IBM systems.
The acquisition of becom has resulted
in goodwill arising of £12.1 million.
becom will be integrated fully with
Computacenter Germany during 2010.




                                                                                                                                              Business review
As a result, it is expected that going
forward the cash flows will not be reliably
and separately identifiable and that
the goodwill relating to this acquisition
will be tested for impairment against
the Computacenter Germany cash-
generating unit.
On 27 November 2009 the Group
acquired certain assets and liabilities       Table 1
of Thesaurus Computer Services Limited        Group revenues £m
from Thesaurus Computer Services                                              half 1                   half 2                      total
Limited and BDO LLP for a consideration
of £0.9 million inclusive of costs.           2007                         1,160.3                 1,218.8                     2,379.1
Thesaurus is a private company based          2008                         1,250.3                 1,309.8                     2,560.1
in the UK which provides mainframe            2009                         1,222.2                 1,281.0                     2,503.2
service solutions.                            2009/08                        (2.2%)                  (2.2%)                      (2.2%)
The assets of Thesaurus were acquired         Table 2
by and the business was immediately           adjusted profit before tax £m

                                                                                                                                              Governance
integrated within Computacenter UK.
                                                                  half 1         %       half 2            %         total            %
The goodwill arising on the acquisition of
£1.5 million has been tested against the      2007                 13.1       1.1%        29.6         2.4%         42.7          1.8%
Computacenter UK cash generating unit.        2008                 11.3       0.9%        31.8         2.4%         43.1          1.7%
                                              2009                 18.2       1.5%        36.0         2.8%         54.2          2.2%
Details of the acquisitions are shown in
note 16 (Business Combinations) and           2009/08            62.1%                  13.2%                     25.9%
note 14 which describes in more detail
the impairment testing of goodwill and        Table 3
other intangible assets.                      revenues by country £m
                                                                                   2009                                  2008
Disposals                                                                     half 1    half 2                      half 1    half 2
On 27 November 2009 the Group                 UK                             624.9       602.0                     708.1         683.1
disposed of CCD to Ingram Micro.
The Group received consideration of           Germany                        433.3       497.4                     379.8         450.9
                                                                                                                                              Financial statements




£3.0 million in cash. After the disposal      France                         151.1       168.3                     147.2         161.0
of goodwill of £1.0 million and disposal      Benelux                         12.9        13.3                      15.2          14.8
costs of £0.1 million, a profit of            total                        1,222.2     1,281.0                   1,250.3       1,309.8
£1.9 million was realised.
The disposal does not represent
a separate major line of business
or geographical area of operations
and hence is not treated as a
discontinued operation.
                                                                                       Computacenter plc Annual Report and Accounts 2009 19
Finance Director’s review continued




exceptional items                                      earnings per share and dividend                   customer specific financing
Statutory operating profit is stated after             Whilst statutory diluted earnings per share       In certain circumstances, the Group
charging exceptional items of £5.3 million,            has grown by 2.9 per cent to 24.9 pence           enters into customer contracts that are
which consist of the profit on the sale of             (2008: 24.2 pence), adjusted diluted              financed by leases or loans, which are
CCD in the UK (£1.9 million), redundancy               earnings per share provides a more                secured only on the assets that they
costs of £5.3 million and provisions for               appropriate reflection of performance,            finance. Whilst the outstanding balance
empty property of £1.9 million, both                   increasing by 31.9 per cent from 21.0             of CSF is included within the net funds for
related to restructuring activities across             pence in 2008 to 27.7 pence in 2009.              statutory reporting purposes, the Group
the Group.                                                                                               excludes CSF when managing the net
                                                       The earnings per share increase exceeds           funds of the business, as this CSF is
Redundancy costs were principally                      the profit growth mainly due to losses            matched by contracted future receipts
incurred in the UK (£3.3 million) and                  utilised on earnings in Germany and the           from customers.
France (£1.6 million). This action                     reduced corporation tax rate in the UK
contributed to a reduction in net operating            from April 2008.                                  Whilst CSF is repaid through future
expenses of over £30 million across the                                                                  customer receipts, Computacenter
                                                       The Board has decided to pay an                   retains the credit risk on these customers
Group (in constant currency).
                                                       additional interim dividend of 8.0 pence          and ensures that credit risk is only taken
Finance income and costs                               per share, in lieu of a final dividend            on customers with a strong credit rating.
Net finance costs on a statutory basis                 bringing the total dividend for the year to
increased from £3.0 million in 2008 to                 11.0 pence (2008: 8.2 pence). This will           The committed CSF financing facilities,
£3.7 million in 2009. This takes account               be payable on 1 April 2010 to registered          are thus outside of the normal working
of finance costs on customer specific                  shareholders as at 19 March 2010.                 capital requirements of the Group’s
financing of £4.0 million (2008: £4.0                                                                    product resale and service activities.
                                                       cash flow
million). On an adjusted basis, prior to
                                                       The Group’s trading net funds position            capital management
the interest on customer specific finance
                                                       takes account of factor financing, but            Details of the Group’s capital
(CSF), net finance income reduced to
                                                       excludes CSF. There is an adjusted cash           management policies are included within
£0.3 million from £1.0 million.
                                                       flow statement provided in note 29 that           note 25 of the financial statements.
taxation                                               restates the statutory cash flow to take
                                                                                                         Financial instruments
Excluding the exceptional items,                       account of this definition.
                                                                                                         The Group’s financial instruments
the adjusted effective tax rate was
                                                       The net funds (excluding CSF) improved            comprise borrowings, cash and liquid
22.6 per cent (2008 was 24.9 per cent).
                                                       from £4.6 million to £86.4 million by the         resources, and various items that arise
The improvement in 2009 is mainly
                                                       end of the year. The Group has a history          directly from its operations. The Group
attributable to the losses utilised on
                                                       of strong cash generation, however the            occasionally enters into hedging
earnings in Germany.
                                                       increase in 2009 was exceptional due to           transactions, principally forward exchange
Deferred tax assets of £11.4 million (2008:            a number of factors. Firstly the exit from        contracts or currency swaps. The
£13.5 million) have been recognised                    CCD in the UK, partially in late 2008 and         purpose of these transactions is to
in respect of losses carried forward. In               finally in late 2009, released an estimated       manage currency risks arising from the
addition, at 31 December 2009, there                   £30.0 million working capital; secondly the       Group’s operations and its sources of
were unused tax losses across the Group                Group benefited by an estimated £30.0             finance. The Group’s policy remains that
of £188.1 million (2008: £212.0 million)               million from a temporary improvement              no trading in financial instruments shall
for which no deferred tax asset has been               in credit terms with a significant vendor;        be undertaken.
recognised. Of these losses, £111.1                    cash receipts from customers at the end
                                                                                                         The main risks arising from the Group’s
million (2008: £138.8 million) arise in                of December 2009 were stronger than
                                                                                                         financial instruments are interest rate,
Germany, albeit a significant proportion               usually experienced; and finally, there
                                                                                                         liquidity and foreign currency risks. The
have been generated in statutory entities              was a benefit of £10.0 million due to
                                                                                                         overall financial instruments strategy is to
that no longer have significant levels                 early settlement on a customer contract
                                                                                                         manage these risks in order to minimise
of trade. The remaining unrecognised                   that is financed by a customer-specific
                                                                                                         their impact on the financial results of the
tax losses relate to other loss-making                 financing arrangement. The increase in
                                                                                                         Group. The policies for managing each of
overseas subsidiaries.                                 the year is achieved after taking account
                                                                                                         these risks are set out below. Further
                                                       of investment in the ERP system in the
                                                                                                         disclosures in line with the requirements
                                                       period of some £11 million.
                                                                                                         of IFRS 7 are included in note 24 of
                                                       Whilst the increase in net cash in the year       the accounts.
                                                       is particularly strong, changes in future
                                                                                                         interest rate risk
                                                       periods are more likely to be in line with
                                                                                                         The Group finances its operations through
                                                       the underlying earnings of the business,
                                                                                                         a mixture of retained profits, bank
                                                       except if the improvement in credit terms
                                                                                                         borrowings, invoice factoring in France
                                                       with a significant vendor is reversed.
                                                                                                         and the UK and finance leases and loans
                                                       CSF reduced in the year from £89.2 million        for certain customer contracts. The
                                                       to £49.1 million partially due to a decision      Group’s bank borrowings, other facilities
                                                       to restrict this form of financing in the light   and deposits are at floating rates. No
                                                       of the credit environment and reduced             interest rate derivative contracts have
                                                       customer demand. Taking CSF into                  been entered into. When long-term
                                                       account, total net cash at the end of the         borrowings are utilised, the Group’s policy
                                                       year was £37.3 million, compared to net           is to maintain these borrowings at fixed
                                                       debt of £84.6 million at the start of the year.   rates to limit the Group’s exposure to
                                                                                                         interest rate fluctuations.


20 Computacenter plc Annual Report and Accounts 2009
liquidity risk                                 credit risk
The Group’s policy is to ensure that it has    The Group principally manages credit risk
sufficient funding and committed bank          through management of customer credit
facilities in place to meet any foreseeable    limits. The credit limits are set for each
peak in borrowing requirements. The            customer based on the creditworthiness
Group’s net funds position improved            of the customer and the anticipated levels
substantially during 2009, and at the          of business activity. These limits are initially
year-end was £86.4 million excluding           determined when the customer account
customer-specific financing, and £37.3         is first set up and are regularly monitored
million on a statutory basis.                  thereafter. In France, credit risk is
                                               mitigated through a credit insurance
At 31 December 2009, the Group had             policy which applies to non-Government




                                                                                                                                                         Overview
available £100.3 million (2008: £163.4         customers and provides insurance for
million) of uncommitted overdraft and          approximately 50 per cent of the relevant
factoring facilities. However, £8.9 million    credit risk exposure.
of these facilities will expire during March
2010 and will not be renewed as they           There are no significant concentrations of
are no longer required as the Group            credit risk within the Group. The Group’s
has access to a £60.0 million three-year       major customer, disclosed in note 3 to the
committed facility established in May          financial statements consists of entities
2008, of which £42.9 million is not utilised   under the control of the UK Government.
at the balance sheet date. Customer-           The maximum credit risk exposure
specific financing facilities are committed.   relating to financial assets is represented
                                               by carrying value as at the balance
The Group manages its counterparty             sheet date.
risk by placing cash on deposit across
a panel of reputable banking institutions,     Going concern




                                                                                                                                                         Business review
with no more than £30.0 million deposited      As disclosed in the Directors’ Report, the
at any one time except for Government          directors have a reasonable expectation
backed counterparties where the limit          that the Group has adequate resources to
is £50.0 million.                              continue its operations for the foreseeable
                                               future. Accordingly they continue to adopt
Foreign currency risk                          the going concern basis in preparing the
The Group operates primarily in the UK,        consolidated financial statements.
Germany, France, and the ‘Benelux’
countries, using local borrowings to fund
its operations outside of the UK, where
principal receipts and payments are
denominated in Euros. In each country
a small proportion of the sales are made
to customers outside those countries.          tony conophy
For those countries within the Euro zone,      Finance Director
the level of non-Euro denominated sales        10 March 2010
is very small and, if material, the Group’s
policy is to eliminate currency exposure
through forward currency contracts.             Table 4
For the UK, the vast majority of sales          adjusted operating profit by country £m

                                                                                                                                                         Governance
and purchases are denominated in                                                                                        2009
Sterling and any material trading                                                                      half 1          %     half 2              %
exposures are eliminated through                UK                                                      12.6       2.0%          25.2       4.2%
forward currency contracts.
                                                Germany                                                  7.2       1.7%          12.4       2.5%
                                                France                                                  (1.4)     (1.0%)         (1.3)     (0.8%)
                                                Benelux                                                 (0.4)     (3.2%)         (0.4)     (3.4%)
                                                total                                                   18.0       1.5%          35.9       2.8%
                                                                                                                        2008
                                                                                                       half 1          %     half 2              %
                                                UK                                                        8.9       1.3%         20.2        3.0%
                                                Germany                                                   4.1       1.1%         10.1        2.2%
                                                                                                                                                         Financial statements




                                                France                                                   (1.9)     (1.3%)          0.8      (0.5%)
                                                Benelux                                                  (0.1)     (0.4%)         (0.0)     (0.2%)
                                                total                                                   11.0       0.9%          31.1       2.4%




                                                                                                  Computacenter plc Annual Report and Accounts 2009 21
risK manaGement

The Group undertakes a formal
annual process, facilitated by the Risk                strategic objectives
Department, to identify and analyse
the potential likelihood and impact that
various identified risks pose to the Group’s
strategic goals. Once a risk has been                   1. accelerating the
identified and quantified, an associated
mitigation strategy is developed. The
                                                           growth of our contractual
agreed mitigation strategy is implemented
by the nominated and most appropriate
                                                           services businesses.
‘owner’ of the risk and any associated
programme of work is monitored by the
Group’s Internal Audit Department.
Throughout the year, any new risks of
significance identified within the Group,
are added to the Risk Log. The Group
Risk Committee formally monitors the
Risk Log and the overall effectiveness
of the risk mitigation strategy, on a                   2. reducing cost through
quarterly basis.
                                                           increased efficiency
Primarily, the risks contained in the Risk
Log are categorised according to the                       and industrialisation of
specific strategic objective potentially
impacted and some of these principal                       our service operations.
risks and their mitigations, are highlighted
within this report.




                                                        3. maximising the return
                                                           on working capital and
                                                           freeing working capital
                                                           where not optimally used.



                                                        4. Growing our profit
                                                           margin through
                                                           increased services and
                                                           high-end product sales.



                                                        5. ensuring the successful
                                                           implementation of the
                                                           Group-wide erP system.



22 Computacenter plc Annual Report and Accounts 2009
Principal risks                                                Principal mitigations
Failure to identify opportunities to promote to customers      Follow the restructured account planning and
the benefits of enhanced value added services, in addition     sales methodologies.
to traditional services, results in lost opportunities.

Failure to adapt service offerings that grow/enhance           Continued investment in and utilisation of the services
the business, leading to an inability to compete.              and solutions functions that focus upon enhancing
                                                               service offerings.




                                                                                                                                             Overview
Failure to compete effectively with the current                Continued investment in a programme to expand
off-shoring trend, resulting in lost opportunity.              Computacenter’s current off-shoring facilities into
                                                               non-European geographies.



Failure to deploy appropriate service automation               Continuation of our investment programme
tools to minimise the need for manual intervention,            towards an industrialised tool suite and embedded
leading to the lack of optimised resource.                     targets into management pay plans.




                                                                                                                                             Business review
Increasing demand for working capital tied-up in large         Apply appropriate incentive structures, which also
longer term services contracts, which would prevent            account for working capital elements.
working capital from being deployed optimally.



Increasing demand for extended credit from large               Elevate extended credit requests to the Board for
customers, which would increase demand for and reduce          approval and apply appropriate incentive structures.
return on working capital and increase credit risk exposure.




Failure to align operational and commercial processes          Apply the recently enhanced bid review processes

                                                                                                                                             Governance
with contractual requirements of complex or long-term          and internal approval/authorisation matrices to ensure
services engagements, resulting in customer dissatisfaction    commercial and operational awareness and authorisation
and margin decline.                                            at the appropriate level.


Delays or overruns in complex projects (including              In addition to the mitigation set out above, implement the
transition and transformation activity in larger services      governance processes during and after contract take-on.
contracts) leading to lower than expected margins.




Failure to materialise the expected benefits of the            Follow the robust internal governance structure at all
                                                                                                                                             Financial statements




Group-wide ERP system, thereby threatening the                 relevant levels and ensure targets are embedded into
anticipated return on investment.                              senior management pay plans.



Ongoing business demands detract from appropriate              Dedicate specific resource exclusively to the ERP project
focus on the ERP design process, resulting in either           and continuously monitor business resource demands.
business interruption or ERP go-live delays.


                                                                                      Computacenter plc Annual Report and Accounts 2009 23
cOrPOrate sUstainaBle
DevelOPment (csD)

“computacenter recognises that its people and the societies
 and environment within which we operate are integral
 contributors to delivering value and supporting our key
 strategic aspirations.”




Computacenter recognises that its                      human rights                                  AIR – Number of accidents per 1,000 employees.
                                                                                                     AFR – Number of accidents per 100,000 working hours.
people and the societies and environment               1. support and respect the
within which we operate are integral                   internationally proclaimed
contributors to delivering value and                   human rights                                  Health and safety Group average AIR
supporting our key strategic aspirations.
                                                       Human rights
Whilst we pride ourselves on the provision                                                             2007                                       2.27
                                                       2009 objective and achievement
of technologically advanced information
                                                       • Deliver human rights protection policies      2008                                1.97
solutions, we recognise that our business
                                                         to new starters.
occurs within a wider community including
                                                       ✓		 ll human rights related policies across
                                                         A                                             2009            1.14
employees, shareholders, customers,
                                                         the Group have been reviewed and
suppliers, business partners and the
                                                         made available to new starters through
natural environment as a whole.                                                                      2. ensure that the Group is not
                                                         an employee handbook, or the intranet.
                                                                                                     complicit with human rights abuses
In 2007, the Group committed itself                      Anti-discrimination training in Germany
to the 10 core principles of the United                  is 100 per cent complete.                   2009 objective and achievements
Nations Global Compact (UNGC), aimed                                                                 • Ensure all new suppliers and partners
                                                       2010 objective
at demonstrating ethical, environmental                                                                (‘vendors’) complete the CSD
                                                       • Maintain human rights awareness
and social responsibility towards our own                                                              conformance questionnaire and
                                                         through the Company’s principles
workforce and in our business interaction                                                              motivate their commitment levels,
                                                         of employee behaviour.
within each community and country we                                                                   through a risk based approach.
operate. In 2009, the Group published its              Health and safety                             ✓		 ll key vendors are required to
                                                                                                       A
first Communication on Progress (CoP)                  2009 objective and achievements                 complete the questionnaire before
on the UNGC website. Additionally, the                 • Maintain the Accident Incident Rate           inclusion in the vendor portfolio.
Group retains its membership to the                      (AIR) at below 2.5 and the Accident           Non-key vendors complete the
FTSE4Good Index Series.                                  Frequency rate (AFR) at below 1.0.            questionnaire as soon as reasonable,
                                                       ✓		n the UK, the average AIR improved
                                                         I                                             after inclusion in the vendor portfolio.
Integral to this commitment, we strive to
                                                         to 0.69 (2008: 1.13) and the average          Vendors are challenged where low
                                                                                                     ✓		
incorporate the UNGC and its principles
                                                         AFR improved to 0.39 (2008: 0.64).            conformance is disclosed and
into our strategy, culture and day-to-
                                                       ✓		n Germany, the average AIR improved
                                                         I                                             all vendors are encouraged to
day operations. We do this through
                                                         to 1.44 (2008: 2.30) and the average          report improvements to their
the development, communication and
                                                         AFR improved to 0.80 (2008: 1.28).            conformance status.
implementation of relevant policies to
                                                       ✓		n France, the average AIR improved
                                                         I
manage and monitor our progress                                                                      2010 objectives
                                                         to 1.30 (2008: 2.49) and the average
towards these principles. We support                                                                 • Amend the questionnaire to incorporate
                                                         AFR improved to 0.76 (2008: 1.38).
public accountability and will publish,                                                                requirements of the Anti-Bribery Bill and
as part of our annual Business Review,                 2010 objective                                  to include questions on diversity.
a Report and Progress.                                 • Maintain the AIR and the AFR at 2009        • Ask all key vendors to complete the
                                                         levels and retain BS OHSAS 18001              revised questionnaire.
Computacenter will seek to collaborate
                                                         and UVDB certifications.
with and encourage our suppliers,
contractors and customers to operate
in a similar socially responsible manner,
as guided by the UNGC 10 principles.




mike norris
chief executive Officer



24 Computacenter plc Annual Report and Accounts 2009
Overview
                                                                                                                             Business review
The CRC Energy Efficiency Scheme (CRC) is a mandatory emissions trading scheme that aims to
improve energy efficiency and reduce CO2 emissions in the UK. Around 20,000 large private and public
sector organisations are expected to be involved in CRC, which additionally imposes material penalties
and reputational threats, when not adhered to. Taking a more proactive approach to energy consumption
and carbon management will be essential if organisations are to comply with new regulations that come
into force in April 2010, but also provide significant scope for savings.
Stephen Benadé, Company Secretary and Head of CSD at IT Solutions and Services provider
Computacenter, comments, “Outside of the regulatory requirements, there are significant benefits to be
                                                                                                                             Governance
gained from IT related carbon emission reductions, which customers tend to overlook in the belief that
energy consumption reduction opportunities are very limited when it comes to IT.”
The Greater London Authority (GLA) is a prime example of how a proactive approach to IT carbon
emissions, can help deliver both environmental and financial returns.
As part of the GLA’s study, Computacenter participated in reviewing the energy consumption of the
GLA’s 700-plus desktops, 180 servers, printers, laptops and monitors and as a consequence, GLA
was able to review its position and initiate beneficial changes.
As Keith Beddard, Technical Architect at the GLA, explains, “The study revealed that our servers were
the biggest consumer of energy compared to other IT devices. By adopting a virtualisation strategy, we
have reduced our server estate from 180 to 80 devices. This has enabled us to reduce our IT carbon
                                                                                                                             Financial statements




emissions by around 70t CO2 a year.”




                                                                      Computacenter plc Annual Report and Accounts 2009 25
corporate sustainable development continued




“Outside of the regulatory requirements, there are significant
 benefits to be gained from it related carbon emission
 reductions, which customers tend to overlook in the belief
 that energy consumption reduction opportunities are very
 limited when it comes to it.”




labour standards                                       4. eliminate all forms of forced               has been granted an award, by the
3. Uphold employees’ freedom                           and compulsory labour                          Handelsblatt Junge Karriere, for the
of association                                                                                        fair treatment of students, and has
                                                       2009 objective and achievements                been listed by the CRF Institut, as
2009 objective and achievements                        • Ensure all vendors complete the              a top provider of career opportunities
• Ensure all new vendors complete                        questionnaire and motivate their             to the young. In South Africa, a formal
   the questionnaire and motivate their                  commitment levels, through                   accredited programme has been
   commitment levels, through a risk                     a risk-based approach.                       launched, aimed at the education
   based approach.                                     ✓		 ll key vendors are required to
                                                         A                                            of helpdesk technicians, from
✓		 ll key vendors are required to
   A                                                     complete the questionnaire before            disadvantaged communities.
   complete the questionnaire before                     inclusion in the vendor portfolio.
   inclusion in the vendor portfolio.                    Non-key vendors complete the               2010 objectives
   Non-key vendors are required to                       questionnaire as soon as reasonable,       • Continue to develop young careers
   complete the questionnaire as soon                    after inclusion in the vendor portfolio.     and seek assurance from all key
   as reasonable, after inclusion in the               ✓		 ll employees of the Group are
                                                         A                                            vendors that no child labour is
   vendor portfolio.                                     employed via a formal agreement,             deployed, on behalf of the Group,
✓		 endors are challenged where
   V                                                     which conforms to the applicable             in non-European geographies.
   lower conformance is disclosed                        labour laws and wage rate stipulations     • Re-assess vendor conformance,
   and all vendors are encouraged                        within the various countries and details     through the completion of the
   to report improvements to their                       the procedures in exercising the right       revised questionnaire.
   conformance status.                                   to terminate.
                                                                                                    6. support equality in respect of
✓	 Across the Group, active employee
                                                       2010 objective                               employment and occupation and
   participation is encouraged through
                                                       • Maintain current status and                eliminate all discrimination
   elected employee representative forums.
                                                         re-assess vendor conformance,
                                                                                                    2009 objectives and achievements
2010 objective                                           through the completion of the
                                                                                                    • Ensure all new vendors complete the
• Maintain current status and                            revised questionnaire.
                                                                                                      CSD conformance questionnaire and
  re-assess vendor conformance,
                                                       5. abolish all forms of child labour           motivate their commitment levels,
  through the completion of the
                                                                                                      through a risk based approach.
  revised questionnaire.                               2009 objective and achievements              • By 2011, to address areas for
                                                       • Ensure all new vendors complete the          improvement as noted by the
                                                         CSD conformance questionnaire and            Investors in People assessors.
                                                         motivate their commitment levels,          • Introduce and establish the
                                                         through a risk based approach.               Benefits@Computacenter family
                                                       ✓		 ll key vendors are required to
                                                         A                                            service programme.
                                                         complete the questionnaire before          ✓		 ll key vendors are required to
                                                                                                      A
                                                         inclusion in the vendor portfolio.           complete the CSD questionnaire prior
                                                         Non-key vendors complete the                 to being added to the vendor portfolio
                                                         questionnaire as soon as reasonable,         and non-key vendors are required to
                                                         after inclusion in the vendor portfolio.     complete the CSD questionnaire as
                                                       ✓		 inimum age requirements apply
                                                         M                                            soon as reasonable, after being added
                                                         across the Group and specific                to the vendor portfolio.
                                                         procedures are in place for work           ✓		 rogress in addressing the
                                                                                                      P
                                                         experience placements.                       improvements as noted by the
                                                       ✓		 he Group believes that education
                                                         T                                            Investors in People assessors on
                                                         is most effective in eradicating child       track for completion in 2011, aided
                                                         labour practices, Computacenter              by the certification of the HR Service
                                                         France continues to support Aide et          Centre in the UK, to the ISO 9001
                                                         Action, Computacenter UK sources             quality standard.
                                                         helpdesk staff from the Hatfield student   	
                                                         community and due to the ‘Exploras’
                                                         work experience programme, Germany

26 Computacenter plc Annual Report and Accounts 2009
✓		 enefits@Computacenter has been
  B                                           8. Undertake initiatives to promote            anti-corruption
  enhanced and further benefit options        greater involvement in the community           10. impede corruption in all its forms,
  have been added.                                                                           including extortion and bribery
                                              2009 objective and achievements
2010 objectives                               • Track staff participation in volunteering    2009 objectives and achievements
• Re-assess vendor conformance                  initiatives.                                 • Continue to track and investigate all
  through a follow-up circulation             ✓		 mployees across the Group are
                                                E                                              reported instances of ‘whistle-blowing’.
  of the revised CSD questionnaire.             encouraged to report their private           • Ensure all new vendors complete the
• Progress the Investors in People              volunteering initiatives.                      CSD conformance questionnaire and
  improvement plan.                           ✓		 upport to the locally based charity,
                                                S                                              motivate their commitment levels,
                                                Willows Foundation, and the                    through a risk based approach.
environment                                     Hertfordshire Fire and Rescue                ✓		 ll reported and detected instances
                                                                                               A
7. apply precaution to activities




                                                                                                                                                    Overview
                                                dog continued.                                 of suspected misconduct are
which can impair the environment              ✓		 mployees in the UK raised a total
                                                E                                              investigated and reported to the
2009 objective and achievements                 of £125,800 for the chosen charities,          Group Audit Committee.
                                                of which, in excess of £40,000, was          ✓		 ll key vendors are required to
                                                                                               A
                                                raised by the efforts of employees             complete the questionnaire before
Electricity consumption at                      from the UK and South Africa, who              inclusion in the vendor portfolio.
Group head office (million kWh)                  participated in the building of a school       Non-key vendors complete the
 2007                                 2.48      in rural South Africa.                         questionnaire as soon as reasonable,
                                                                                               after inclusion in the vendor portfolio.
 2008                                 2.44    2010 objective
                                              • Maintain the current level of charity        2010 objectives
 2009                          2.16
                                                fund raising activity.                       • Review the Anti-Bribery Bill
                                                                                               requirements and revise the Business
                                              9. encourage the development of                  Ethics policies across the Group.
• Complete the Group-wide carbon              environmentally friendly technologies
  footprint measurement project and                                                          • Re-assess vendor conformance,




                                                                                                                                                    Business review
  assess suitable energy abatement            2009 objective and achievements                  through the completion of the
  possibilities.                              • Continue to promote the initiatives            revised questionnaire.
✓		 roup-wide carbon footprint baseline
  G                                             of the Green IT Advisory Service.
  measurement completed and data              ✓		 he Green IT Advisory Service
                                                T
  disclosed to the Carbon Disclosure            continues to be updated with
  Project. In the UK, the data is compliant     new technologies and information
                                                                                             stephen Benadé
  to the pending CRC Energy Efficiency          to customers.
                                                                                             company secretary
  Scheme requirements.                        ✓		 he Group has significantly expanded
                                                T
                                                                                             10 March 2010
✓		 variety of energy reduction initiatives
  A                                             the availability of datacentre facilities,
  were launched during 2009 and at              in order to provide customers with an
  the Group’s head office consumption           offering which would reduce cost and
  reduced by approximately 1,500,000            their carbon exposure.
  kWh, from 2008, representing an
                                              2010 objective
  average reduction of 11 per cent.
                                              • Actively market the datacentre solutions.
✓		 he average CO2 emitted per UK fleet
  T
  vehicle reduced from 175 g/km in
  2008, to 168 g/km in 2009, whilst the
  total time during which international       “we strive to incorporate the UnGc and
  audio-visual facilities were used,
                                               its principles into our strategy, culture
                                                                                                                                                    Governance
  increased by 80 per cent from last year.
✓		n 2009, the Group’s subsidiary,
  I
  RDC, was awarded the Queen’s                 and day-to-day operations.”
  Award for Enterprise for Sustainable
  Development.
2010 objectives
• Complete a Carbon Trust accredited
  energy audit at the Group’s head-office
  and investigate the viability of further
  energy reduction strategies.
• Achieve bronze status to the Mayor of
  London’s Green Procurement Code.
• Develop an Environment Management
                                                                                                                                                    Financial statements




  System in France, to which ISO 14001
  certification could be achieved in
  the future.




                                                                                             Computacenter plc Annual Report and Accounts 2009 27
BOarD OF DirectOrs




Greg lock                                              mike norris                                           tony conophy
chairman                                               chief executive                                       Finance Director
Greg is the Chairman of Kofax plc and a Non-           Mike graduated with a degree in computer              Tony has been a member of the Institute of
Executive Director of United Business Media            science and mathematics from East Anglia              Chartered Management Accountants since 1982.
and private technology companies, Liberata             University in 1983. He joined Computacenter in        He qualified with Semperit (Ireland) Ltd and then
and Target Group. He has more than 38 years’           1984 as a salesman in the City office. In 1986        worked for five years at Cape Industries plc.
experience in the software and computer services       he was Computacenter’s top national account           He joined Computacenter in 1987 as Financial
industry, including four years as Chairman of          manager. Following appointments as Regional           Controller, rising in 1991 to General Manager
SurfControl plc and, from 1998 to 2000, as             Manager for London operations in 1988 and             of Finance. In 1996 he was appointed Finance
General Manager of IBM’s Global Industrial             General Manager of the Systems Division in            and Commercial Director of Computacenter
sector. Greg also served as a member of IBM’s          1992, with full national sales and marketing          (UK) Limited with responsibility for all financial,
Worldwide Management Council and as a                  responsibilities, he became Chief Executive in        purchasing and vendor relations activities.
governor of the IBM Academy of Technology.             December 1994 with responsibility for all day-        In March 1998 he was appointed Group
Age 62.                                                to-day activities and reporting channels across       Finance Director. Age 52.
                                                       Computacenter. Age 48.




Peter Ogden                                            John Ormerod                                          Philip hulme
non-executive                                          non-executive                                         non-executive
Peter founded Computacenter with Philip Hulme          John is the Senior Independent Director and           Philip founded Computacenter with Peter Ogden
in 1981 and was Chairman of the Company                Audit Committee Chairman of Misys plc, a              in 1981 and worked for the Company on a
until 1998, when he became a Non-Executive             Non-Executive Director and Chairman of the            full-time basis until stepping down as Executive
Director. He is Chairman of Dealogic (Holdings)        Audit Committee of Gemalto NV, and ITV Plc and,       Chairman in 2001. He is a Director of Dealogic
plc and prior to founding Computacenter, he was        during 2009, he was appointed a Non-Executive         (Holdings) plc and was previously a Vice President
a Managing Director of Morgan Stanley and Co.          Director of Tribal Group plc where he is also         and Director of the Boston Consulting Group.
Age 62.                                                Deputy Chairman. John has held senior positions       Age 61.
                                                       with Arthur Andersen and with Deloitte, where he
                                                       was a member of the UK Executive Committee
                                                       and elected Board. He is also a Director of a
                                                       number of private companies. Age 61.




ian lewis                                              cliff Preddy
non-executive                                          non-executive
Ian is Director of the University Computing            Cliff has worked in the IT industry for most of his
Service at the University of Cambridge. During         professional career, including many years as an
his career he has held a number of senior              Executive Director of Logica plc. He is currently
positions, including First Vice President and          Chairman of Charteris plc and was a Non-
Global Chief Technology Officer of Merrill Lynch’s     Executive Director of CODASciSys plc from
Investment Banking and Sales division and              1997 until 2006, including six years as Chairman.
Global CTO at Dresdner Kleinwort Wasserstein           Age 62.
Investment Banking. Age 49.

28 Computacenter plc Annual Report and Accounts 2009
CORPORATE GOVERNANCE STATEMENT

Compliance statement
The Board remains committed to the principles of good corporate governance and supports the best practice guidelines contained
within the FRC Combined Code on Corporate Governance (‘the Code’) as published in June 2008, which can be found on the FRC’s
website (www.frc.org.uk/corporate/combinedcode.cfm). This statement explains the Company’s governance policies and practices
and sets out how the principles of the Code have been applied for the year ended 31 December 2009 (‘the year’). The Board confirms
that, save as detailed below, the Company has complied with section one of the Code, throughout the financial year.
Board of Directors
Composition
At the year-end the Board consisted of Greg Lock (Chairman); two Executive Directors, Mike Norris and Tony Conophy; and five
Non-Executive Directors: Philip Hulme, Ian Lewis, Peter Ogden, John Ormerod and Cliff Preddy. There were no changes to the
Board during the year. Cliff Preddy is due to retire by rotation at the forthcoming Annual General Meeting of the Company and has
confirmed he will not be standing for re-election. The Nominations Committee have commenced a search for a new Non-Executive
Director and further information can be found in the Nominations Committee section, below. Details of the current Directors, including
their membership of Committees, are set out below and their biographies, which include details of their other significant commitments,
appear on page 28. The Board consider that Greg Lock was independent on appointment and that Ian Lewis, John Ormerod and
Cliff Preddy are also independent under the provisions of the Code. Cliff Preddy is currently the Senior Independent Director.

                                    Executive Directors
         1
                                    Non-Executive Directors
                       2
                                    Independent Non-Executive Directors
                                    Chairman



   3
                      2




On 23 March 2009, the Company moved from the FTSE SmallCap sector to the FTSE 250 and, until this date, the Company was
compliant with provision A.3.2, which states that a FTSE SmallCap Company must have at least two independent Non-Executive
Directors. However, under this provision a FTSE 250 company is subject to different requirements and at least half of the Board,
excluding the Chairman, must consist of independent Non-Executive Directors. The Company was not compliant with this
provision and during the year, the Nominations Committee considered the size and structure of the Board, including the required
skills and agreed that the present size and composition of the Board remained appropriate, for the requirements of the Company
and its shareholders. The Nominations Committee will consider the issue again in 2010.
                                                                                  Audit             Remuneration                 Nominations
Name                              PLC Board             Independent            Committee              Committee                   Committee
Greg Lock                       Chairman         On appointment                     No                       Yes                 Chairman
Mike Norris                     Executive                    No                     No                        No                       No
Tony Conophy                    Executive                    No                     No                        No                       No
Philip Hulme                Non-Executive                    No                     No                        No                       No
Ian Lewis                   Non-Executive                   Yes                    Yes                       Yes                      Yes
Peter Ogden                 Non-Executive                    No                     No                        No                       No
John Ormerod                Non-Executive                   Yes               Chairman                       Yes                      Yes
                                   Senior
                             Independent
Cliff Preddy                     Director                   Yes                    Yes                Chairman                        Yes
Stephen Benade                  Secretary         Not Applicable              Secretary               Secretary                  Secretary

Roles and responsibilities of the Board
The Board has responsibility for the overall management and performance of the Group; it sets the Company’s strategic aims,
ensuring that sufficient resources are in place to meet these objectives. The Board reviews the performance of senior management
in order to ensure that they are meeting the agreed objectives. The Directors set appropriate values and standards, ensuring that
obligations to shareholders and other stakeholders are understood and met and that a satisfactory dialogue with shareholders is
maintained. A framework of prudent and effective controls exists to ensure that risks are properly identified, assessed and managed.
The roles of Chairman and Chief Executive are separate and their responsibilities are clearly defined in writing, reviewed and
approved annually by the Board. In summary, the Chairman’s role is to lead and manage the Board. The Chairman facilitates the
contribution of all Directors and is responsible for ensuring constructive relations between them. The Chief Executive is responsible
for the day-to-day management of the Group’s activities and execution of the strategy approved by the Board. There is no
individual or group of individuals who dominate the Board’s decision making processes. The Board believes that it oversees the
Group effectively and is proactive in its approach.
There is a documented schedule of matters which is reserved for the Board and these matters include the approval of major capital
expenditure and the agreement of strategies and budgets. This schedule is reviewed annually and updated by the Board.

                                                                                           Computacenter plc Annual Report and Accounts 2009 29
Corporate governance statement continued




Board effectiveness
Upon joining the Board, all Directors receive a comprehensive induction programme, tailored to their requirements. Directors
receive an induction pack which contains information on the Group’s business, its structure and operations, the Board procedures,
various corporate governance related matters and details of Directors’ duties and responsibilities. As part of the induction
programme, all new Directors meet with senior management and meetings are arranged with major shareholders.
All Directors receive appropriate documentation in advance of each Board and Committee meeting, including detailed briefings
on all matters where the Board is required to reach a decision, as well as regular reports on the performance of the Group. Senior
management frequently present to the Board on the results and strategies of their respective business units, thus ensuring the
Board remain familiar with key elements of the business and the management of the Group.
The Board is subject to an annual performance review, which is led by the Chairman and covers the effectiveness of the Board as
a whole, its individual Directors and its Committees. The performance review takes into account a wide range of factors, including
strategic and operational matters, corporate governance, risk management and shareholder advocacy. Each Director is required
to complete a questionnaire, followed by one-to-one meetings with the Chairman. The information from the questionnaires and
interviews is compiled into a report and presented to the Board. The performance of the Chairman is assessed by the Non-
Executive Directors, led by the Senior Independent Director. All Directors provide feedback on the performance of the Chairman.
Board support
The Group Company Secretary is responsible for advising the Board on all corporate governance matters and for ensuring that
all Board procedures are followed, applicable rules and regulations are complied with and the Board is updated on regulatory
and governance matters. All Directors have access to the advice and services of the Company Secretary.
A procedure is in place to enable Directors to obtain independent professional advice, at the Company’s expense, where they
believe it is important to the furtherance of their duties. No such advice was sought by any Director during the year.
Board meetings
The attendance of the Directors at scheduled Board and Committee meetings held during 2009 is detailed below. The Board
convenes at least eight scheduled meetings per year, as well as a full day strategy review, with at least one meeting each year
at the location of an overseas business.
                                                                                    Board         Audit     Remuneration     Nominations
Director                                                                          Meetings     Committee      Committee       Committee
Number of scheduled meetings held                                                       9              5              4               2
Executive
Mike Norris, Chief Executive                                                            9            n/a            n/a             n/a
Tony Conophy, Finance Director                                                          9            n/a            n/a             n/a

Non-Executive
Greg Lock, Chairman                                                                     9            n/a              4               2
Philip Hulme                                                                            9            n/a            n/a             n/a
Ian Lewis                                                                               9              5              4               2
Peter Ogden                                                                             8            n/a            n/a             n/a
John Ormerod                                                                            9              5              4               2
Cliff Preddy, Senior Independent Director                                               9              5              4               2
Unscheduled Board meetings are required to conclude matters considered at a previous meeting, or to address an imperative
issue, or to consider the contents of disclosures. Three such meetings were convened during 2009 and Peter Ogden attended one
such meeting, Philip Hulme was unable to attend any of the meetings and the remainder of the Board were present at all meetings.
It is inevitable that there will be occasions when circumstances arise to prevent Directors from attending meetings. In such
circumstances, the absent Director will review the Board papers and raise any considerations on specific issues with the Chairman.
In addition to the formal Board and Committee meetings, the Chairman meets with the Non-Executive Directors, individually and
as a group, without the other Executive Directors being present, at least once a year.
Directors
The Company arranges insurance cover in respect of legal action against the Directors and to the extent allowed by legislation,
the Company has granted an indemnity to Directors against claims brought by third parties.
All Directors are subject to election at the first Annual General Meeting after appointment and are required to retire by rotation, at
least every three years. Those Non-Executive Directors who have served for more than nine years are obliged to offer themselves
for re-election annually. One third of the Board is required to retire at each Annual General Meeting.




30 Computacenter plc Annual Report and Accounts 2009
Board Committees
The Board has delegated certain governance responsibilities to three principal Board Committees; Audit Committee, Remuneration
Committee and Nominations Committee. The Terms of Reference for each Committee can be obtained from the Company’s
website www.computacenter.com/investors or from the Company Secretary, by request. The composition and main
responsibilities of the Committees are detailed below:
Audit Committee
Throughout 2009, the Audit Committee consisted of three independent Non-Executive Directors; John Ormerod (Chairman),
Ian Lewis and Cliff Preddy. During the year, the Committee met on five occasions and attendance at those meetings is set out
in the table below:
                                                                                                                                  Attendance
Audit Committee members                     Role                                                                                       record
John Ormerod (Chairman)                     Non-Executive Director                                                                      5/5
Ian Lewis                                   Non-Executive Director                                                                      5/5
Cliff Preddy                                Senior Independent Director                                                                 5/5
The Chairman, Group Finance Director, Group Internal Audit Manager, Group Risk Manager, Group Financial Controller and the
external auditor are routinely invited to, and attend, the majority of meetings. Periodically, the Committee also meets privately with
the external auditors and the Group Internal Audit Manager. The Board believes that the members of the Committee have sufficient
skills, qualifications and experience to enable the Committee to discharge its duties, in accordance with the Terms of Reference.
The Board is satisfied that at least one member of the Committee has relevant and recent financial experience. The Terms of
Reference for the Committee are reviewed annually to ensure that they are in line with current best practice.
The Committee’s key duties include, to:
•   consider the reappointment of the external auditors, including the rotation of the audit partner, each year and also assess their
    independence. As a safeguard to help avoid the objectivity and independence of the external auditors becoming compromised,
    the Committee has approved a formal policy governing the engagement of the external auditors to provide non-audit services.
    This policy precludes them from providing certain services and permits other limited services which are subject to low fee
    thresholds or which require prior approval in accordance with a pre-agreed authority matrix;
•   review the effectiveness of the external audit process. This includes considering the scope and cost effectiveness of the audit
    and the procedures implemented to maintain the independence and objectivity of the auditors;
•   review and receive reports from management and the auditors on the Group’s annual and interim financial statements and to
    review any other published financial information. This includes consideration of the Group’s accounting policies and compliance
    with legislative and regulatory requirements;
•   receive reports on the Groups’ systems of internal control and risk management, from the Group’s management, the Group
    Risk Manager, internal audit and external auditors, and to review and report to the Board on their effectiveness;
•   evaluate and monitor the effectiveness of the internal audit function;
•   review the Company’s business ethics policy and to ensure procedures are in place for an appropriate investigation, following
    any concerns or potential breaches that may be raised by staff; and
•   evaluate the effectiveness of the Committee, including its performance and constitution.
Nominations Committee
In compliance with the Code, the majority of the Committee is made up of independent Non-Executive Directors. The Committee
convened twice during 2009 and the members’ attendance at those meetings is set out below:
                                                                                                                                  Attendance
Nominations Committee members               Role                                                                                       record
Greg Lock (Chairman)                        Chairman                                                                                    2/2
Ian Lewis                                   Non-Executive Director                                                                      2/2
John Ormerod                                Non-Executive Director                                                                      2/2
Cliff Preddy                                Senior Independent Director                                                                 2/2
The Committee is responsible for reviewing the Board’s composition, skills, knowledge and experience, and nominating candidates
for both Executive and Non-Executive Directorships on the basis of merit and objective criteria. It also ensures that the procedures
for the appointment of new Directors are formal, rigorous and transparent and that there is an orderly succession for appointments
to the Board and senior management.
Cliff Preddy is due to retire by rotation at the forthcoming Annual General Meeting and has confirmed he will not be standing for
re-election. The Nominations Committee is leading the search for a new Non-Executive Director and the Committee has appointed
an external agency, to identify candidates against set criteria, as prepared by the Nominations Committee.




                                                                                           Computacenter plc Annual Report and Accounts 2009 31
Corporate governance statement continued




Board Committees continued
Remuneration Committee
In line with the Code, the majority of the members of this Committee are independent Non-Executive Directors. Generally the Chief
Executive attends parts of the Committee meetings by invitation. The Committee convened on four occasions during the year and
the attendance of the members is set out below:
                                                                                                                            Attendance
Remuneration Committee members                         Role                                                                      record
Cliff Preddy (Chairman)                                Senior Independent Director                                                  4/4
Ian Lewis                                              Non-Executive Director                                                       4/4
John Ormerod                                           Non-Executive Director                                                       4/4
Greg Lock                                              Chairman                                                                     4/4
The Committee is responsible for the Group’s policy on executive remuneration and decides on the specific packages of the
Executive Directors and senior management. Further information on the Remuneration Committee and its activities can be found
in the Directors’ Remuneration Report on pages 34 to 39.
Directors’ remuneration
The principles and details of Directors’ remuneration are contained in the Remuneration Report on pages 34 to 39.
Relations with shareholders
The Board appreciates the importance of maintaining regular communication with its shareholders and the Group has an
established programme of communication based on the Group’s financial reporting calendar. In addition to this programme, the
Executive Directors have regular contact with institutional shareholders. The Board receive regular reports on the meetings with,
and other feedback from, the Company’s major shareholders, in order to ensure that they have a comprehensive understanding
of their views. Cliff Preddy, as Senior Independent Director, is available to address any shareholder queries that are unable to be
resolved through regular channels.
All of the Directors attend the Annual General Meeting and are available to answer any questions that shareholders may have.
In addition to mandatory information, a full and balanced explanation of the business of all general meetings is sent in advance
to shareholders. The Board welcomes the attendance of individual shareholders at general meetings and the opportunity to
communicate directly with investors and to address their questions. Resolutions at the Company’s general meetings have been
passed on a show of hands and proxies for and against each resolution (together with any abstentions) are announced at such
meetings, noted in the minutes, available on the Company’s website and notified to the market.
Internal controls
The Board has overall responsibility for maintaining and reviewing the Group’s systems of internal control, ensuring that these
are prudent and robust and enabling risks to be appropriately assessed and managed. The Group’s systems and controls are
designed to manage risks, safeguard the Group’s assets and to ensure reliability of information used both within the business
and for publication. Systems are designed to govern, rather than eliminate, the risk of failure to achieve business objectives and
can provide reasonable but not absolute assurance against material misstatement or loss.
The Board conducts an annual review of the effectiveness of the systems of internal control, including financial, operational and
compliance controls and risk management systems. Where material weaknesses have been identified, safeguards are
implemented and monitored.
All systems of internal control are designed to continuously identify, evaluate and manage significant risks faced by the Group.
The key elements of the Group’s controls are as follows:
Responsibilities and authority structure
The Board has overall responsibility for making strategic decisions and there is a written schedule of matters reserved for the
Board. The Group Executive Committee meets on a regular basis to discuss the day-to-day operational matters. Separate
Executive Committees have been established for each of the Group’s operations in the UK, France and Germany. A flat reporting
structure is maintained across the Group, with clearly defined responsibilities for operational and financial management.
Control environment
The Group operates authorisation and approval processes throughout all of its operations. Access controls exist where processes
have been automated to ensure the security of data. Management information systems have been developed to identify risks and
to enable assessment of the effectiveness of the systems of internal control. Accountability is reinforced and further scrutiny of
costs and revenues encouraged, by the linking of staff incentives to customer satisfaction and profitability.
Planning and reporting processes
A three-year strategic plan is prepared or updated annually and reviewed by the Board. A comprehensive budgetary process is
completed annually and is subject to the approval of the Board. Performance is monitored through a rigorous and detailed financial
and management reporting system, by which monthly results are compared to budgets, the previous year and the agreed targets.
The results and explanations for variances are regularly and routinely reported to the Board. Appropriate action is taken where
variances arise.




32 Computacenter plc Annual Report and Accounts 2009
Internal controls continued
Management and specialists within the Finance Department are responsible for ensuring the appropriate maintenance of financial
records and processes that ensure all financial information is relevant, reliable, in accordance with the applicable laws and
regulations, and distributed both internally and externally in a timely manner. A review of the consolidation and financial statements
is completed by management to ensure that the financial position and results of the Group are appropriately reflected. All financial
information published by the Group is subject to the approval of the Audit Committee.
Risk management
Specialists within the Risk and Insurance Department monitor developments and oversee compliance with legislative and regulatory
requirements, including consideration of the Turnbull Guidance. A comprehensive risk management programme is developed and
monitored by the Risk Committee, the members of which include senior operational managers, the Group Risk Manager and the
Group Internal Audit Manager. Further information on the Company’s risks can be found within the Risk Report on page 22.
Through a programme of assessment, appropriate measures and systems of control are maintained. Detailed business interruption
contingency plans are in place for all key sites and these are regularly tested, in accordance with an agreed schedule.
Capital expenditure and investments
Procedures exist and authority levels are documented to ensure that capital expenditure is properly appraised and authorised.
Cases for all investment projects are reviewed and approved at divisional level. Major investment projects are subject to approval
by the Board.
Centralised treasury function
All cash payments and receipts are managed by centralised finance functions within each of the operating companies. Weekly
reporting of cash balances to the Group Finance Department ensures that the position of the Group, as a whole, is properly
controlled. The management of liquidity and borrowing facilities for customer specific requirements, ongoing capital expenditure
and working capital of the business is undertaken by the Group Finance Director, with regular reporting to the Board.
Quality and integrity of staff
Rigorous recruitment procedures are in place to ensure that new employees are of a suitable calibre. Management continuously
monitors training requirements and annual appraisal procedures are in place to ensure that required standards are maintained.
Resource requirements are identified by managers and reviewed by the relevant national Executive Committee. The Company has
a comprehensive business ethics policy in place and should an employee be found in breach of the policy, appropriate disciplinary
actions are applied.
Internal audit
The Group has an internal audit function led by the Group Internal Audit Manager who reports to the Chairman of the
Audit Committee.
The Board, acting through the Audit Committee, has directed the work of Internal Audit towards those areas of the business that
are considered to be of the highest risk. The Audit Committee approves a rolling audit programme, ensuring that all significant
areas of the business are independently reviewed over, approximately a three-year period. The programme and the findings of
the reviews are continually assessed to ensure they take account of the latest information and in particular, the results of the annual
review of internal control. The effectiveness of the Internal Audit Department and the Group’s risk management programme are
reviewed annually by the Audit Committee.
Compliance with DTR
The information that is required by DTR 7.2.6, information relating to the share capital of the Company, can be found within the
Directors’ Report on page 42.
By order of the Board




Stephen Benadé
Company Secretary
10 March 2010




                                                                                           Computacenter plc Annual Report and Accounts 2009 33
DIRECTORS’ REMUNERATION REPORT

This report has been prepared by the Remuneration Committee (‘the Committee’) and approved by the Board. In preparing this
report and establishing its policy the Board has given full consideration to, and follows the provisions of, the Combined Code, the
Companies Act 2006 and the relevant parts of the Listing Rules of the UK Listing Authority. Parts of this report have been audited
by the Company’s auditors Ernst & Young LLP, in accordance with the requirements of the Companies Act 2006. The audited
sections are identified within the report. A resolution to approve this report will be proposed at the forthcoming Annual General
Meeting of the Company.
Remuneration Committee and advisors
All of the independent Non-Executive Directors and the Chairman of the Board were members of the Committee throughout 2009,
and the attendance of Cliff Preddy (Chairman), Ian Lewis, Greg Lock and John Ormerod at Committee meetings can be found in
the Corporate Governance statement on page 30. Mike Norris generally attends parts of the Committee meetings by invitation.
The Committee’s terms of reference are available for public inspection, either on the Company’s website
(www.computacenter.com/investors) or by request from the Company Secretary. During the year, the Remuneration Committee
received external advice from Deloitte & Touche LLP. In addition, Directors and employees of the Group, who provided material
advice or services to the Committee during the year were Mike Norris (CEO), Stephen Benadé (Company Secretary) and Barry
Hoffman (HR Director).
The Committee considers comparative practice in the European technology sector, FTSE techMARK 100 companies and
FTSE 250 companies.
Remuneration policy
The Committee reviews and determines, on behalf of the Board, the overall remuneration policy of the Executive Directors,
Chairman and with advice from the Chief Executive Officer, the senior executives. No individual is involved in deciding his own
remuneration. The Executive Directors make recommendations for approval by the Board concerning the fees for Non-Executive
Directors that reflect the time, commitment and responsibilities of their roles.
The Company’s remuneration policy is designed to reward Executive Directors with remuneration arrangements that are
competitive, but not excessive and which further align the interests of the Directors and shareholders. The policy is designed to
ensure that a significant proportion of the total remuneration is dependent upon the Group’s financial performance, over the fiscal
year as well as over extended periods and that the remuneration policy is aligned to the Group’s risk profile. These objectives are
achieved through a combination of base salary and benefits, performance related annual bonuses, a defined contribution pension
scheme and share incentive schemes.
Remuneration
The main elements of Executive Directors’ Remuneration for 2009 are shown below, with the 2010 elements detailed on page 35.
                 Fixed                                 Performance based
Element          Basic salary                          Bonus                                  Performance Share Plan
Maximum                                                CEO:              Finance Director:    100% of base salary
award:                                                 100% of           75% of
                                                       base salary       base salary
Purpose:         Reflects competitive salary levels    Rewards the delivery of Group        Improved motivation for senior
                 and takes account of personal         operational performance and          executives to contribute to growth
                 contribution and performance.         achievement of personal objectives.  and profitability and better align the
                                                                                            Company’s incentive arrangements
                                                                                            with shareholders’ interests.
Performance Individual contribution.                   75% of the maximum bonus potential EPS growth, relative to RPI.
standard:                                              based on achievement of specific
                                                       Group annual financial performance
                                                       targets, with the balance based on
                                                       personal objectives approved by the
                                                       Remuneration Committee each year.
                                                       For the personal objective component
                                                       to be payable, Group budgeted profit
                                                       must be achieved.




34 Computacenter plc Annual Report and Accounts 2009
Basic salary and benefits
Each Director’s salary is reviewed annually, in order to ensure that the basic salary and benefits remain appropriate. During the
review, the Committee considers various factors including performance and relevant market practices on pay, as well as conditions
affecting the Group generally. For 2009, the Board as a whole agreed that no Director would receive a base salary increase during
the year. The Remuneration Committee have, for the third consecutive year, agreed that no Executive Director will receive a base
salary increase during 2010 however, amendments have been made to the structure of the bonus scheme, as detailed below.
The Executive Directors receive benefits in line with those offered to employees throughout the Group, including the provision of
a car allowance, life insurance, personal accident insurance and the opportunity to participate in the Group’s Save as You Earn
scheme (SAYE), as well as participation in the flexible benefits scheme (My Benefits).
Performance-related bonus scheme
The Executive Directors participate in an annual performance-related bonus scheme and in 2009, for the role of CEO, this had
a maximum threshold of 100 per cent of base salary. For the role of Finance Director, the maximum threshold was 75 per cent
of base salary. The level of bonus payable is dependent on the achievement of Group financial performance targets and specific
personal objectives. Regarding the award for 2009, up to 75 per cent of the maximum bonus potential was linked to the financial
performance of the Group against pre-agreed targets. The balance (25 per cent) of the maximum bonus potential was related
to the achievement of specific personal objectives agreed with each Director, for the year, by the Chairman or Chief Executive, as
appropriate, and approved by the Committee. In order for the personal objective element of the bonus to be achieved, the Group
budgeted profit target had to have been reached. For 2009, Mike Norris earned £413,250 (2008: £124,688), representing 87 per
cent of the maximum and Tony Conophy earned £189,000 (2008: £78,750), representing 84 per cent of the maximum.
The Remuneration Committee have reviewed the bonus arrangements for 2010 and have recommended some changes to the
bonus structure. For 2010, 80 per cent of the Executive Directors’ bonuses will be linked to the financial performance of the Group
against pre-agreed targets, with 20 per cent of the bonus being dependent on the achievement of specific personal objectives. In
addition, from 2010, it will be possible to exceed the maximum bonus potential, subject to an overachievement on the PBT element
of the bonus targets, up to an absolute maximum bonus potential of 115 per cent of base salary for the role of CEO and 86.25 per
cent for the role of Finance Director.
Pension
The Executive Directors participate in the Computacenter Pension Scheme, a defined contribution salary sacrifice scheme, under
which a maximum annual Company contribution of £5,400 per employee is payable, based on basic salary. The scheme also
allows employees to make additional salary sacrifices, which the Company may contribute to the scheme, on their behalf.
Share incentive schemes
Share incentive schemes are considered to be an important part of the executive remuneration policy, designed to support
management retention and motivation, whilst aligning senior management’s interests with those of shareholders.
The details of the historical grants and associated performance conditions are set out in the table of Directors’ interests in share
options on page 38.
Performance Share Plan – annual awards
The Performance Share Plan 2005 (PSP) is the Company’s primary long-term incentive scheme for Executive Directors and senior
employees. The Committee approves grants under this scheme, once a year, although further grants may be made in appropriate
circumstances.
At the 2009 Annual General Meeting, the maximum value of shares that may be awarded under the plan to an employee in
a financial year, was increased from one to two times base salary, which can be exceeded in exceptional circumstances to
a maximum of three times base salary. For 2010, the Committee agreed that awards made to the Executive Directors would
be in the range of 0.75 to one times base salary.
Annual awards under this plan are subject to performance conditions, as detailed below:
For 2009, the PSP performance target was based on the Group’s annual adjusted earning per share (EPS) growth in relation to the
retail price index (RPI) and measured over a three-year period. This arrangement applies throughout the Group, except in France,
where a two-year measurement period applies, with a further condition that the shares are held for an additional two-year holding
period, in order to gain favourable tax treatment. No shares subject to awards will vest if cumulative annual growth is less than RPI
plus 3 per cent. One quarter of the shares will vest at RPI plus 3 per cent. Awards will vest in full if the Group’s cumulative annual
growth is at or above RPI plus 7.5 per cent. If the Group’s EPS growth over the period is between 3 per cent and 7.5 per cent
above RPI, awards will vest on a straight line basis between those limits. There will be no retesting of the performance target.
EPS has been chosen as a performance measure as it is widely used and is considered a transparent yardstick. EPS is calculated
on a pre-exceptional, diluted basis.
The Committee has reviewed the performance criteria to ensure that these remain sufficiently challenging in light of market
expectations and in comparison to market practice. It has been agreed that the performance conditions for the annual grant made
in 2010, will remain the same.




                                                                                            Computacenter plc Annual Report and Accounts 2009 35
Directors’ remuneration report continued




Share incentive schemes continued
Performance Share Plan – special awards
During 2008, the Committee reviewed the level of long-term incentivisation and, after shareholder consultation, approved an
additional grant for 2009 only, which was made to six senior executives, including the Executive Directors.
This one-off award is subject to significantly more challenging performance conditions, than the annual grant and was designed not
only to incentivise but to provide an aspirational target. The performance condition attached to this award is based on the Group’s
profit before tax, for the year ended 31 December 2011. If in 2011, profit before tax reaches £90 million, 25 per cent of the award
will vest and, if the profit before tax is £100 million or more, 100 per cent of the awards will vest. Awards will vest on a straight line
basis between those limits.
Share options
The Company also operates the Computacenter Employee Share Option Scheme 2007 (‘the scheme’). As the PSP is the primary
long-term incentive scheme, the Committee intends that the scheme be used only in limited circumstances. No grants were made
to employees or Directors, under this scheme, during 2009. The Executive Directors have historically been awarded share options
under the Company’s previous share option schemes and details of these grants can be found in the table of Directors’ interests in
share options on page 38.
The maximum number of options that can be awarded under the scheme will remain three times base salary, although this can be
exceeded in exceptional circumstances. Where grants are made to Executive Directors, it is current policy to grant a maximum of
1.25 times base salary.
Should grants be made under the scheme in 2010, any applicable performance conditions will be subject to review by the
Committee, taking account of prevailing market conditions, Group plans and objectives.
Dilution limits
The Company uses a mixture of both new issue and market purchase shares to satisfy awards under the option, PSP and SAYE
schemes. In line with best practice, the use of new issue or treasury shares to satisfy awards made under all share schemes, is
restricted to 10 per cent in any 10-year rolling period, with a further restriction for discretionary schemes of 5 per cent in the same
period. As at the year-end, the potential dilution from awards under all share plans was approximately 5.15 per cent and the
potential dilution from awards under the discretionary schemes was approximately 2.18 per cent.
Directors’ contracts
                                                        Contract/letter                                             Unexpired term                          Notice
                                                       of appointment                                               (months)* as at                         period
Director                                                    start date                   Expiry date                10 March 2010                         (months)
Executive
Mike Norris                                            23.04.1998                               n/a              none specified                                   12
Tony Conophy                                           23.04.1998                               n/a              none specified                                   12

Non-Executive
Greg Lock                                              01.07.2008                     2011 AGM                                  14                                3
Philip Hulme                                           05.05.2009                     2012 AGM                                  26                                3
Ian Lewis                                              15.06.2009                     2012 AGM                                  26                                3
Peter Ogden                                            05.05.2009                     2012 AGM                                  26                                3
John Ormerod                                           31.10.2009                     2012 AGM                                  26                                3
Cliff Preddy                                           16.05.2008                     2011 AGM                                  14                                3
*   Calculated as at 10 March 2010, assuming that future Annual General Meetings will be held in May each year, and further assuming re-election where required
    to retire at earlier Annual General Meetings in accordance with the Company’s Articles of Association.

All Executive Directors have a rolling 12 month service contract with the Company, which is subject to 12 months’ notice by either
the Company or the Director.
No contractual arrangements are in place, which guarantee additional payments upon termination of employment by the Company.
All service contracts provide for summary termination in the event of gross misconduct.
Executive Directors are permitted to hold outside Directorships, subject to approval by the Chairman, and such Executive Director
is permitted to retain any fees paid for such services. During the year, Mike Norris served as a Non-Executive Director of Triage
Limited and received a fee of £24,000.
The Non-Executive Directors have not entered into service contracts with the Company. They each operate under a letter of
appointment which sets out their terms, duties and responsibilities. Non-Executive Directors are appointed for an initial term,
which runs to the conclusion of the third Annual General Meeting, following their appointment and may be renewed at that point
for a further three-year term.
All Directors must offer themselves for re-election by shareholders, in general meeting, at least every three years, in accordance
with the Company’s Articles of Association.




36 Computacenter plc Annual Report and Accounts 2009
Performance graph
Computacenter’s shares are quoted on the London Stock Exchange and the Committee has deemed the FTSE Software &
Computer Services share index as the appropriate comparator, against which to assess Total Shareholder Return performance.
The performance of the Group over the last five financial years, in relation to other relevant UK-quoted shares, is shown in the
graph below:
Total Shareholder Return performance
Computacenter versus FTSE Software and Computer Services sector
                   140



                   120



                   100



                    80
Total return (%)




                    60



                    40



                    20



                     0
                                     Dec 04                     Dec 05                    Dec 06                      Dec 07                   Dec 08                     Dec 09

                                              Computacenter                   Sector




Audited information
The Directors’ remuneration and Directors’ interests in share incentive schemes detailed in the tables below, and their associated
notes, are subject to audit.
Directors’ remuneration
                                                                                                                      Performance
                                                                                                       Basic salary         related                             Total           Total
                                                                                                         and fees         bonuses            Other              2009            2008
                                                                                                                  £               £              £                 £               £
Executive Directors
Mike Norris                                                                                             475,000         413,250                  –       888,250          599,688
Tony Conophy                                                                                            314,800         189,000                  –       503,800          393,411

Non–Executive Directors
Greg Lock1                                                                                              140,000               –                  –      140,000    70,000
Ron Sandler2                                                                                                  –               –                  –            –    15,538
Philip Hulme3                                                                                            34,000               –                  –       34,000    27,200
Ian Lewis4                                                                                               38,583               –                  –       38,583    34,000
Peter Ogden                                                                                              34,000               –                  –       34,000    34,000
John Ormerod5                                                                                            47,000               –                  –       47,000    47,000
Cliff Preddy6                                                                                            39,500               –                  –       39,500    61,737
                                                                                                      1,122,883         602,250                  –    1,725,133 1,282,574
1                   Greg Lock was appointed Non-Executive Chairman on 1 July 2008.
2                   Ron Sandler resigned from the Board on 18 February 2008.
3                   Philip Hulme was paid per meeting he attended during 2008.
4                   During 2009 Ian Lewis received an additional annual fee of £5,000 for his services as Chairman of the ERP Project Committee.
5                   John Ormerod receives an additional annual fee of £13,000 for his services as Chairman of the Audit Committee.
6                   Cliff Preddy receives an additional annual fee of £5,500 for his services as Chairman of the Remuneration Committee. In addition, Cliff Preddy acted as Chairman
                    of the Company between 19 February 2008 and 1 July 2008 and for this period he received a fee increase of £22,237.




                                                                                                                                 Computacenter plc Annual Report and Accounts 2009 37
Directors’ remuneration report continued




Interests in share incentive schemes
                                Exercise/                                                             At 1         Granted       Exercised                        At 31
                  Scheme      share price                                                          January        during the     during the                   December
Director             type              (p)                         Exercise dates       Note         2009               year           year        Lapsed         2009
Mike Norris Option              322.00         10/04/2005 – 09/04/2012                     3 122,670                   –              –               –       122,670
                                395.00         01/12/2008 – 31/05/2009                     2   4,012                   –              –           4,012             –
                                424.00         02/04/2007 – 01/04/2014                     5 126,768                   –              –         126,768             –
                                320.00         01/12/2014 – 31/05/2015                     2       –               4,859              –               –         4,859
Total                                                                                        253,450               4,859              –         130,780       127,529
                    PSP         245.00         01/04/2009 – 01/10/2009                     6 181,500                   –        181,500               –             –
                                285.25         01/04/2010 – 01/10/2010                     7 156,026                   –              –               –       156,026
                                187.00         01/04/2011 – 01/10/2011                     8 223,930                   –              –               –       223,930
                                126.50         13/03/2012 – 13/09/2012                     9       –             208,102              –               –       208,102
                                123.00         20/03/2012 – 20/09/2012                    10       –             390,000              –               –       390,000
Total                                                                                        561,456             598,102        181,500               –       978,058
Tony
Conophy          Option         322.00         10/04/2005 – 09/04/2012                   1,4      9,316                –              –               –         9,316
                                322.00         10/04/2005 – 09/04/2012                     3     66,770                –              –               –        66,770
                                424.00         02/04/2007 – 01/04/2014                     5     79,599                –              –          79,599             –
                                178.00         01/12/2012 – 31/05/2013                     2      9,438                –              –               –         9,438
Total                                                                                           165,123                –              –          79,599        85,524
                    PSP         245.00         01/04/2009 – 01/10/2009                     6    117,861                –        117,861               –             –
                                285.25         01/04/2010 – 01/10/2010                     7    101,319                –              –               –       101,319
                                187.00         01/04/2011 – 01/10/2011                     8    136,364                –              –               –       136,364
                                126.50         13/03/2012 – 13/09/2012                     9          –          131,433              –               –       131,433
                                123.00         20/03/2012 – 20/09/2012                    10          –          240,000              –               –       240,000
Total                                                                                           355,544          371,433        117,861               –       609,116
The Company’s Non-Executive Directors are not invited, or permitted to participate in any of the Company’s Employee Share
Schemes.
Notes:
1 Issued under the terms of the Computacenter Employee Share Option Scheme 1998.
2 Issued under the terms of the Computacenter Sharesave Plus Scheme, which is available to all employees and full time Executive Directors of the Computacenter
    Group.
3 Issued under the terms of the Computacenter Performance Related Share Option Scheme 1998. The options become exercisable if the average annual compound
    growth in the Group’s earnings per share (on a post-investment in the Biomni joint venture, diluted basis) compared to the base year of 2001, is at least equal to the
    RPI plus 5 per cent in any of the three-, four- or five-year periods up to and including 2004, 2005 or 2006 respectively.
4 Exercisable on the condition that the average annual compound growth in the Group’s earnings per share (on a post-investment in the Biomni joint venture, diluted
    basis) compared to the base year of 2001, is at least equal to the RPI plus 5 per cent in any of the three-, four- or five-year periods up to and including 2004, 2005
    or 2006 respectively.
5 Issued under the terms of the Computacenter Performance Related Share Option Scheme 1998. The options become exercisable if the average annual compound
    growth in the Group’s earnings per share (on a post-investment in the Biomni joint venture, diluted basis) compared to the base year of 2003, is at least equal to the
    RPI plus 5 per cent in any of the three-, four- or five-year periods up to and including 2006, 2007 or 2008 respectively.
6 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the
    Group’s earnings per share is at least equal to RPI plus 3 per cent over the three consecutive financial years starting on 1 January 2006 and ending on 31
    December 2008, compared to the base year of 2005. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the
    Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis.
7 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the
    Group’s earnings per share is at least equal to RPI plus 3p per cent over the three consecutive financial years starting on 1 January 2007 and ending on 31
    December 2009, compared to the base year of 2006. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the
    Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis.
8 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the
    Group’s earnings per share is at least equal to RPI plus 3 per cent over the three consecutive financial years starting on 1 January 2008 and ending on 31
    December 2010, compared to the base year of 2007. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the
    Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis.
9 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the
    Group’s earnings per share is at least equal to RPI plus 3 per cent over the three consecutive financial years starting on 1 January 2009 and ending on 31
    December 2011, compared to the base year of 2008. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the
    Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis.
10 If in 2011, profit before tax reaches £90 million, 25 per cent of the awards will vest, if the profit before tax is £100 million or more, 100 per cent of the awards will
    vest, awards will vest on a straight line basis between those limits.




38 Computacenter plc Annual Report and Accounts 2009
Gains made from Executive Share Schemes during the year by the Directors were:
                                                                                            Exercise      Market value          Gain on
                                                                          Number of            price       at exercise          exercise
                                           Date of vesting    Scheme         shares               (p)               (p)               (£)
Director
Tony Conophy                              14/04/2009            PSP       117,861               n/a              124         146,148
Mike Norris                               14/04/2009            PSP       181,500               n/a              124         225,060
The market price of the ordinary shares at 31 December 2009 was 250.30 pence. The highest price during the year was
345.00 pence and the lowest was 78.00 pence.




Stephen Benadé
Company Secretary
10 March 2010




                                                                                      Computacenter plc Annual Report and Accounts 2009 39
DIRECTORS’ REPORT

The Directors present their report and the audited financial statements of Computacenter plc and its subsidiary companies
(‘the Group’) for the year ended 31 December 2009.
Principal activities
The Company is a holding company. The principal activities of the Group, of which it is the parent, are the supply, implementation,
support and management of information technology systems.
Business review
The Companies Act 2006 requires the Group to prepare a business review, which runs from the start of the Report and Accounts,
up to page 27 and as such, should be considered part of the Directors’ Report. The review includes information about the Group’s
operations, financial performance throughout the year and likely developments, key performance indicators, an overview of the
markets in which the Group operates, principal risks and information regarding the Group’s sustainable development.
Corporate governance
Under Disclosure and Transparency Rule 7.2, the Company is required to include a Corporate Governance Statement within the
Directors’ Report. Information on the corporate governance practices can be found in the Corporate Governance Statement on
pages 29 to 33, which is incorporated into the Report of the Directors by reference.
Results and dividends
The Group’s activities resulted in a profit before tax of £48.4 million (2008: £39.5 million). The Group profit for the year available
to shareholders amounted to £37.7 million (2008: £37.3 million).
The Directors have decided to pay an additional interim dividend of 8.0 pence per share, in lieu of a payment of a final dividend.
This interim dividend totals £11.8 million (2008: final dividend of £8.1 million). Dividends are recognised in the accounts in the year in
which they are paid, or in the case of a final dividend, when approved by the shareholders. As such, the amount recognised in the
2009 accounts, as described in note 11, is made up of last year’s final dividend (5.5 pence per share) and the interim dividend (2.7
pence per share) of 2009.
Directors and Directors’ authority
The Directors who served through-out the year ended 31 December 2009 were Tony Conophy, Philip Hulme, Ian Lewis,
Greg Lock, Mike Norris, John Ormerod, Peter Ogden and Cliff Preddy. Brief biographical details of the Directors at the date
of this report are given on page 28.
Mike Norris and Ian Lewis will retire by rotation at the forthcoming Annual General Meeting (AGM) and, being eligible, will offer
themselves for re-election. Philip Hulme and Peter Ogden, having served as Directors for more than nine years, will also retire
and offer themselves for re-election at the AGM. Cliff Preddy will retire by rotation at the forthcoming AGM, but will not offer
himself for re-election.
The Company’s Articles of Association provide for a Board of Directors consisting of not fewer than three but not more than 20
Directors, who manage the business and affairs of the Company. The Directors may appoint additional or replacement Directors,
who shall serve until the next AGM of the Company at which point they will be required to stand for election by the members. At
each AGM one-third of the Directors are required to retire by rotation and they may stand for re-election. A Director may be
removed from office at a general meeting by the passing of an Ordinary Resolution (provided special notice has been given).
Members have previously approved a Resolution to give the Directors authority to allot shares and a renewal of this authority is
proposed at the 2010 AGM. This authority allows the Directors to allot shares up to the maximum amount stated in the Notice
of the Annual General Meeting (approximately one-third of the issued share capital) and this authority would generally expire at the
following AGM. In addition, the Company may not allot shares for cash (unless pursuant to an employee share scheme) without first
making an offer to existing shareholders in proportion to their existing holdings. This is known as pre-emption rights. A Resolution
to allow a limited dis-application of these pre-emption rights has been passed by the members previously and a renewal of this
authority is proposed for the 2010 AGM. This authority is also restricted to a specific amount (as detailed in the Notice of Annual
General Meeting), which is approximately 5 per cent of the issued share capital. This authority generally expires at the conclusion
of the following AGM.
The Company may only amend its Articles of Association by passing a Special Resolution in general meeting. The Company is
proposing to amend its Articles of Association at the forthcoming AGM, in order to bring them in line with the Companies Act 2006.
A summary of the proposed changes to the Articles, has been sent to all shareholders along with the notice of Annual General
Meeting. A black-lined copy of the proposed Articles of Association is also available on the Company’s website
(www.computacenter.com/investors).




40 Computacenter plc Annual Report and Accounts 2009
Directors’ indemnities
The Company has granted indemnities to each of its Directors to the extent permitted by law and these indemnities remain in force
at the date of this report. The indemnities are uncapped and cover all costs, charges, losses and liabilities the Directors may incur to
third parties, in the course of acting as Directors of the Company or its subsidiaries.
Directors’ conflicts of interests
From 1 October 2008, a Director has had a statutory duty to avoid a situation in which he has, or can have, an interest that conflicts
or possibly may conflict with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has
been authorised in accordance with the Articles of Association by the other Directors. The Articles of Association were amended
to include the relevant authorisation for Directors to approve such conflicts by a resolution of shareholders at the 2008 AGM.
During 2008 procedures were put in place to ensure compliance with the Directors’ conflict of interest duties set out in the
Companies Act 2006. All Directors were asked to submit details to the Company Secretary of any current situations (appointments
or otherwise) which may give rise to a conflict, or potential conflict, of interest. Notifications were received from all Directors. These
were reviewed by the Board and the Board identified those which required further consideration and, if appropriate, approval.
Following consideration, the Board approved the conflict or potential conflict matters, subject to the condition that the Directors
concerned abstain from participating in any discussion or decision affected by the conflict matter. In each case, authorisation
was given by Directors who were genuinely independent of the conflict matter. A record of all authorisations is maintained by
the Company Secretary and will be reviewed by the Board on an annual basis. All Directors are required to notify the Company
Secretary of any changes to their registered conflicts, including new potential conflicts of interest.
Directors’ interests in shares
The interests of the Directors in the share capital of the Company at the beginning and end of the year are set out below:
                                                                                                                   At 1 January 2009
                                                                      At 31 December 2009                     or as at date of appointment
                                                                     Number of         Number of                Number of               Number of
                                                                ordinary shares   ordinary shares          ordinary shares         ordinary shares
                                                                     Beneficial    Non-Beneficial                Beneficial         Non-Beneficial
Executive Directors
Mike Norris                                                        1,385,658                      –          1,204,158                          –
Tony Conophy                                                       2,175,905                      –          2,058,044                          –

Non-Executive Directors
Greg Lock                                                           350,000                   –               200,000                       –
Philip Hulme                                                     19,291,770           9,143,921            19,291,770               9,143,921
Ian Lewis                                                            45,000                   –                45,000                       –
Peter Ogden                                                      35,335,636             979,166            35,335,636                 979,166
John Ormerod                                                         15,000                   –                 5,000                       –
Cliff Preddy                                                         14,166                   –                14,166                       –
Between 31 December 2009 and 10 March 2010 there have been no changes to the interests detailed above.
Major interests in shares
In addition to the Directors’ interests set out above, as at 10 March 2010, the Company had been notified, in accordance with the
Financial Services Authority’s Disclosure and Transparency Rules, of the following substantial interests in the Company’s issued
ordinary share capital.
                                                                                                                Number of                    % of
                                                                                                           ordinary shares                 issued
                                                                                                                      held           share capital
Fidelity International Ltd (Indirect)                                                                        9,601,943                   6.01%
Lloyds TSB Group Plc (Indirect)                                                                              5,381,288                   3.37%
JP Morgan Asset Management Holdings Inc                                                                      7,762,043                   5.07%




                                                                                              Computacenter plc Annual Report and Accounts 2009 41
Directors’ report continued




Capital structure
As at 10 March 2010, there were 153.1 million fully paid ordinary shares in issue, all of which have full voting rights and there are
no restrictions on the transfer of shares.
Pursuant to the Company’s share schemes, there are two employee trusts which, as at the year-end, held a total of 5,728,576
ordinary shares of 6 pence, representing 3.74 per cent of the issued share capital. During the year the Trusts purchased a total
of 493,513 shares. The voting rights attaching to these shares are not exercisable directly by the employees, but are exercisable
by the Trustees. However, in line with good practice, the Trustees do not exercise these voting rights.
In the event of another company taking control of the Company, the employee share schemes operated by the Company have
set change of control provisions. Participants may, in certain circumstances, be allowed to exchange their options for options of
equivalent value over shares in the acquiring company. Alternatively the options may vest early, in which case, early vesting under
the executive schemes will be pro-rated accordingly and under the Sharesave scheme, employees will only be able to exercise the
option, to the extent of their accumulated saving.
The Company was granted authority at the 2009 AGM, to make market purchases of up to 15,306,624 ordinary shares of
6 pence. This authority will expire at the 2010 AGM, where approval from shareholders will be sought to renew the authority.
During the period no market purchases of ordinary shares were made, by the Company.
Significant agreements and relationships
The Group has various borrowing facilities provided primarily by Barclays Bank plc, the most significant of which is a £60 million
secured credit facility signed in May 2008. These agreements include a change of control provision, which may result in the facility
being withdrawn or amended upon a change of control of the Group. In addition to financing arrangements, the Board considers
that there are a number of relationships with suppliers which are significant to the business, namely with HP, IBM, Microsoft, Sun
and Lenovo.
Creditors payment policy
The Company does not hold any trade creditor balances. However, it is the policy of the Group that each of the businesses should
agree appropriate terms and conditions with suppliers (ranging from standard written terms to individually negotiated contracts) and
that payment should be in accordance with those terms and conditions, provided that the supplier has also complied with them.
Group creditor days amounted to 46 (2008: 45).
Financial instruments
The Group’s financial risk management objectives and policies are discussed in the Finance Director’s Review on pages 18 to 21.
Employee share schemes
The Company operates executive share option schemes and a performance-related option scheme for the benefit of employees.
During the year, no options over ordinary shares of 6p were granted under the executive share option schemes (2008: 40,000).
At the year-end options remained outstanding under these schemes, in respect of a total of 2,714,756 ordinary shares of 6 pence
each (2008: 4,421,506 ordinary shares). During the year, 115,000 options over shares were exercised and options over 1,591,750
shares lapsed.
The Company also operates a Performance Share Plan (PSP) to incentivise employees. During the year, 3,029,337 ordinary shares
of 6 pence were conditionally awarded (2008: 1,635,160). At the year-end, awards over 5,053,973 shares remained outstanding,
under this scheme (2008: 3,624,497 ordinary shares). During the year, awards over 1,216,601 shares were transferred to
participants and awards over 383,260 shares lapsed.
In addition, the Company operates a Sharesave scheme for the benefit of employees. At the year-end 2,595,964 (2008: 3,043,897)
options granted under the Sharesave scheme remained outstanding.
Corporate sustainable development
The Board recognises that acting in a socially responsible way benefits the community, our customers, shareholders, the
environment and employees alike. Further information can be found in the Sustainable Development Report on pages 24 to 27.
Health, safety and environment
It remains the policy of the Group that each business maintains the high standards necessary to safeguard the health and safety
of its employees, customers, contractors and the public. This commitment is formally contained in the Health and Safety Policy
Statement, which is available from the Company’s website at www.computacenter.com/corporate-responsibility or upon request.
The Group’s Health, Safety and Environment (HSE) Department monitors and reviews all procedures and policies, utilising the
advice of external consultants, where necessary, in order to ensure the management systems comply with current legal
requirements. Further objectives in relation to the maintenance of appropriate health, safety and environment standards, are
detailed in the Sustainable Development Report on pages 24 to 27.
Equal opportunities
The Group takes the issues of equality and diversity very seriously and is committed to equal opportunities, monitoring and regularly
reviewing policies and practices to ensure that it meets current legislative requirements, as well as Computacenter’s own internal
standards. The Group is committed to make full use of the talents and resources of all its employees and to provide a healthy
environment that encourages good and productive working relationships within the organisation. Policies dealing with equal
opportunities are in place in all parts of the Group, which take account of the Group’s overall commitment and also addresses
local regulatory requirements. Further information can be found in the Sustainable Development Report on pages 24 to 27.




42 Computacenter plc Annual Report and Accounts 2009
Employee involvement
Computacenter remains committed to involving all employees in significant business issues, particularly matters which affect their
work and working environment. Employee involvement is undertaken through a variety of methods including team briefings,
intranet, electronic mail and in-house publications. The primary method is through team briefings where managers are tasked with
ensuring that information sharing, discussion and feedback happen on a regular basis. Employee consultative forums exist in each
country to consult staff on major issues affecting employment and matters of policy and to enable management to seek the views
and opinions of employees on a wide range of business matters. Should there be transnational issues to discuss, a facility exists
to engage a European forum made up of representatives from country forums.
Performance and personal development
The Group is committed to the development of its employees through a regular performance review process. Managers are
responsible for setting and reviewing personal objectives aligned to corporate and functional goals, reviewing performance against
behavioural standards appropriate to job level, agreeing appropriate training and development interventions, and discussing career
aspirations. The Group Executive Committee has overall responsibility for monitoring management development and ensuring that
the required skills are available to meet the current and future management needs of the Group. At divisional and functional level,
review processes exist to ensure that there is breadth and depth of management talent throughout the business. The UK business
retains its Investor in People status.
Computacenter’s reward strategy is reviewed regularly and continues to emphasise performance-related pay, particularly for more
senior managers, with bonus payments aligned to financial performance.
Key performance indicators (KPIs)
Performance and operational KPIs can be found within the strategy spread at the front of the report and accounts. The Board
considers employee driven attrition rates as a KPI in relation to employee issues. For the year ended 31 December 2009 this figure
was 6.14 per cent (2008: 13.67 per cent). Further KPIs on employee and environmental matters can be found within the Corporate
Sustainable Development Report on pages 24 to 27.
Workplace
International human rights obligations and international employment laws are met through a broad range of policies across
the Group. These ensure that, for example, employees are not subject to discrimination, arbitrary or unjust dismissal or unjust
application of wage rates. Further information on this can be found in the Sustainable Development Report on pages 24 to 27.
Business ethics
An ethics policy is operated by the Group, which commits Computacenter employees to the highest standards of ethical behaviour
in respect of customers, suppliers, colleagues and other stakeholders in the business. The policy includes a requirement for all
employees to report abuses or non-conformance with the policy (‘whistle-blowing’) and sets out the procedures to be followed.
Community relations and charity activities
The Group supports community and charitable projects as part of its commitment to corporate social responsibility and
encourages its employees to support such projects. It also organises and supports ad hoc charitable fundraising events. In
addition, the donation of IT equipment to schools and other charitable causes is a feature of the Group’s recycling programmes.
Further information on the Groups’ community initiatives can be found within the Sustainable Development Report on pages 24
to 27. In 2009 the Group made charitable donations amounting to £100,050 (2008: £87,000).
During the year the Group did not make any political donations to any political party, or other political organisation and did not incur
any political expenditure within the meaning of Sections 362 to 379 of the Companies Act 2006.
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, which runs from the start of the Report and Accounts, up to page 27. The financial position of the
Group, its cash flows, liquidity position and borrowing facilities are described in the Finance Director’s Review on pages 18 to 21.
In addition, notes 24 to 25 to the financial statements include the Group’s objectives, policies and processes for managing its
capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to
credit risk and liquidity risk. The Group has considerable financial resources together with long-term contracts with a number
of customers and suppliers across different geographic areas and industries. As a consequence, the Directors believe that the
Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Auditors
Ernst & Young LLP has expressed its willingness to continue in office as auditor and a resolution approving the re-appointment
of Ernst & Young LLP as the Company’s auditor will be proposed at the forthcoming AGM.




                                                                                            Computacenter plc Annual Report and Accounts 2009 43
Directors’ report continued




Directors’ responsibilities
Statement of Directors’ responsibilities in relation to the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable company
law and those International Financial Reporting Standards as adopted by the European Union.
The Directors are required to prepare financial statements for each financial year which present fairly the financial position of the
Company and of the Group and the results and cash flows of the Group for that period. In preparing those financial statements,
the Directors are required to:
•   select suitable accounting policies and then apply them consistently;
•   make judgements and estimates that are reasonable and prudent;
•   state whether applicable accounting standards have been followed, subject to any material departures being disclosed and
    explained in the accounts; and
•   prepare the accounts on a going concern basis unless it is inappropriate to presume that the Group or Company will continue
    in its business.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the accounts comply with the Companies Act 2006 and Article 4
of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence, taking reasonable steps for
the prevention and detection of fraud and other irregularities.
Disclosure of information to auditors
Each of the persons who is a Director at the date of approval of this report confirms that:
•   to the best of each Director’s knowledge and belief, there is no information relevant to the preparation of their report of which
    the Group’s auditors are unaware; and
•   each Director has taken all steps a Director might reasonably be expected to have taken, to be aware of relevant audit
    information and to establish that the Group’s auditors are aware of that information.
Directors’ responsibility statement
• The financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give
   a true and fair view of the assets, liabilities, financial position and profit for the Company and undertakings included in the
   consolidation taken as a whole; and
• Pursuant to the Disclosure and Transparency Rules the Company’s annual report and accounts include a fair review of the
   development and performance of the business and the position of the Company and the undertakings included in the
   consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
On behalf of the Board




Mike Norris                                            Tony Conophy
Chief Executive                                        Finance Director
10 March 2010




44 Computacenter plc Annual Report and Accounts 2009
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF COMPUTACENTER PLC
We have audited the Group financial statements of Computacenter plc for the year ended 31 December 2009 which comprise the
Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the
Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and the related notes 1 to 32. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or
for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 44, the Directors are responsible for the
preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to
audit the Group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall
presentation of the financial statements.
Opinion on financial statements
In our opinion the Group financial statements:
•   give a true and fair view of the state of the Group’s affairs as at 31 December 2009 and of its profit for the year then ended;
•   have been properly prepared in accordance with IFRSs as adopted by the European Union; and
•   have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion:
•   the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent
    with the Group financial statements; and
•   the information given in the Corporate Governance Statement set out on pages 29 to 33 with respect to internal control and
    risk management systems in relation to financial reporting processes and about share capital structures is consistent with the
    financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•   certain disclosures of Directors’ remuneration specified by law are not made; or
•   we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
•   the Directors’ statement, set out on page 43, in relation to going concern; and
•   the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of the
    June 2008 Combined Code specified for our review.
Other matter
We have reported separately on the Parent Company financial statements of Computacenter plc for the year ended 31 December
2009 and on the information in the Directors’ Remuneration Report that is described as having been audited.




Peter Bateson (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Luton
10 March 2010




                                                                                            Computacenter plc Annual Report and Accounts 2009 45
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2009



                                                                                 2009          2008
                                                                    Note         £’000         £’000
Revenue                                                               3     2,503,198     2,560,135
Cost of sales                                                              (2,153,395)   (2,205,276)
Gross profit                                                                  349,803       354,859

Distribution costs                                                            (19,032)      (20,268)
Administrative expenses                                                     (272,876)     (288,418)
Operating profit:                                                     4
Before amortisation of acquired intangibles and exceptional items             57,895        46,173
Amortisation of acquired intangibles                                             (517)         (525)
Exceptional items                                                     5        (5,299)       (3,046)
Operating profit                                                              52,079        42,602

Finance income                                                        7         1,307         3,095
Finance costs                                                         8        (4,977)       (6,161)

Profit before tax:
Before amortisation of acquired intangibles and exceptional items             54,225        43,107
Amortisation of acquired intangibles                                             (517)         (525)
Exceptional items                                                              (5,299)       (3,046)
Profit before tax                                                             48,409        39,536

Income tax expense:
Before exceptional items                                                      (12,113)      (10,571)
Tax on exceptional items                                              5         1,415              –
Exceptional tax items                                                 5             –          8,377
Income tax expense                                                    9       (10,698)        (2,194)
Profit for the year                                                            37,711        37,342

Attributable to:
Equity holders of the parent                                         10       37,703        37,337
Non-controlling interests                                                          8             5
                                                                              37,711        37,342

Earnings per share                                                   10
– basic                                                                        25.7p         24.7p
– diluted                                                                      24.9p         24.2p




46 Computacenter plc Annual Report and Accounts 2009
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For the year ended 31 December 2009

                                                                                      2009              2008
                                                                                      £’000             £’000
Profit for the year                                                               37,711             37,342
Exchange differences on translation of foreign operations                        (10,173)            24,864
Total comprehensive income for the period                                         27,538             62,206

Attributable to:
Equity holders of the parent                                                      27,543             62,198
Non-controlling interests                                                              (5)                8
                                                                                  27,538             62,206




                                                            Computacenter plc Annual Report and Accounts 2009 47
CONSOLIDATED BALANCE SHEET
As at 31 December 2009


                                                                                     2009        2008
                                                                          Notes      £’000       £’000
Non-current assets
Property, plant and equipment                                               12    105,290     123,315
Intangible assets                                                           13     72,965      51,551
Investment in associate                                                     15         57           –
Deferred income tax asset                                                    9     16,444      16,672
                                                                                  194,756     191,538
Current assets
Inventories                                                                 17     67,086     105,831
Trade and other receivables                                                 18    475,646     529,501
Prepayments                                                                        55,785      53,766
Accrued income                                                                     29,538      43,942
Forward currency contracts                                                  24        726           –
Cash and short-term deposits                                                19    108,017      53,372
                                                                                  736,798     786,412
Total assets                                                                      931,554     977,950

Current liabilities
Trade and other payables                                                    20    378,929     378,721
Deferred income                                                                   123,861     115,274
Financial liabilities                                                       21     48,647      96,154
Forward currency contracts                                                  24          –         644
Income tax payable                                                                  3,815      10,275
Provisions                                                                  23      2,202       2,100
                                                                                  557,454     603,168
Non-current liabilities
Financial liabilities                                                       21     22,022      41,809
Provisions                                                                  23     11,605       9,565
Other non-current liabilities                                                         227         615
Deferred income tax liabilities                                              9      1,674       1,582
                                                                                   35,528      53,571
Total liabilities                                                                 592,982     656,739
Net assets                                                                        338,572     321,211

Capital and reserves
Issued capital                                                              26       9,186       9,181
Share premium                                                               26       2,929       2,890
Capital redemption reserve                                                  26     74,950       74,950
Own shares held                                                             26      (9,657)    (11,169)
Foreign currency translation reserve                                        26     16,208       26,368
Retained earnings                                                                 244,940     218,970
Shareholders’ equity                                                              338,556     321,190
Non-controlling interests                                                               16          21
Total equity                                                                      338,572     321,211
Approved by the Board on 10 March 2010




MJ Norris                                              FA Conophy
Chief Executive                                        Finance Director




48 Computacenter plc Annual Report and Accounts 2009
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2009



                                               Attributable to equity holders of the parent
                                                                                          Foreign
                                                           Capital          Own          currency                                      Non-
                                Issued       Share redemption             shares       translation      Retained                  controlling       Total
                                capital   premium         reserve           held          reserve       earnings         Total     interests       equity
                                 £’000       £’000          £’000          £’000            £’000         £’000         £’000         £’000        £’000
At 1 January 2009              9,181      2,890        74,950 (11,169)                 26,368 218,970 321,190                           21 321,211
Profit for the year                –          –             –       –                        –  37,703  37,703                             8  37,711
Other comprehensive income         –          –             –       –                  (10,160)      – (10,160)                         (13) (10,173)
Total comprehensive income         –          –             –       –                  (10,160) 37,703  27,543                            (5) 27,538
Cost of share-based payments       –          –             –       –                        –   2,555   2,555                             –   2,555
Deferred tax on share-based
payment transactions               –          –             –                –              –      298     298                           –      298
Exercise of options                5         39             –            2,072              –   (2,072)     44                           –       44
Purchase of own shares             –          –             –             (560)             –        –    (560)                          –     (560)
Equity dividends                   –          –             –                –              – (12,514) (12,514)                          – (12,514)
At 31 December 2009            9,186      2,929        74,950          (9,657)         16,208 244,940 338,556                           16 338,572

At 1 January 2008              9,504      2,890        74,627 (11,380)                  1,507 201,035 278,183                           13 278,196
Profit for the year                 –         –             –        –                       –  37,337   37,337                          5   37,342
Other comprehensive income          –         –             –        –                  24,861        –  24,861                          3   24,864
Total comprehensive income          –         –             –        –                  24,861  37,337   62,198                          8   62,206
Cost of share-based payments        –         –             –        –                       –    2,525    2,525                         –     2,525
Exercise of options                 –         –             –      298                       –     (298)       –                         –         –
Purchase of own shares              –         –             –   (9,695)                      –        –   (9,695)                        –    (9,695)
Cancellation of own shares       (323)        –           323    9,608                       –   (9,608)       –                         –         –
Equity dividends                    –         –             –        –                       – (12,021) (12,021)                         – (12,021)
At 31 December 2008            9,181      2,890        74,950 (11,169)                 26,368 218,970 321,190                           21 321,211




                                                                                                     Computacenter plc Annual Report and Accounts 2009 49
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2009



                                                                     2009        2008
                                                         Notes       £’000       £’000
Operating activities
Profit before taxation                                             48,409      39,536
Net finance costs                                                    3,670       3,066
Depreciation                                               12      35,326      36,719
Amortisation                                               13        4,631       4,764
Share-based payments                                                 2,555       2,525
Loss on disposal of property, plant and equipment                       23         526
Impairment of intangible assets                                          –       3,046
Loss on disposal of intangible assets                                    –          48
Profit on disposal of business                              5       (1,879)          –
Decrease in inventories                                            34,126      19,793
Decrease/(increase) in trade and other receivables                 52,348     (34,844)
Increase in trade and other payables                               10,960      16,190
Other adjustments                                                      283        (760)
Cash generated from operations                                   190,452       90,609
Income taxes paid                                                 (17,500)      (6,052)
Net cash flow from operating activities                          172,952       84,557

Investing activities
Interest received                                                   1,717       3,884
Acquisition of subsidiaries, net of cash acquired          16      (9,742)          –
Proceeds from sale of business                              5       2,982           –
Sale of property, plant and equipment                                   7          30
Purchases of property, plant and equipment                         (9,511)    (10,065)
Purchases of intangible assets                                   (11,790)     (14,278)
Net cash flow from investing activities                          (26,337)     (20,429)

Financing activities
Interest paid                                                      (4,540)      (7,254)
Dividends paid to equity shareholders of the parent        11    (12,514)     (12,021)
Proceeds from share issues                                             44            –
Purchase of own shares                                               (560)      (9,695)
Repayment of capital element of finance leases                   (20,956)     (25,713)
Repayment of loans                                               (40,248)     (28,633)
New borrowings                                                    16,357       46,610
(Decrease)/increase in factor financing                          (25,600)      12,763
Net cash flow from financing activities                          (88,017)     (23,943)

Increase in cash and cash equivalents                             58,598      40,185
Effect of exchange rates on cash and cash equivalents               (533)       (562)
Cash and cash equivalents at the beginning of the year     19     46,889       7,266
Cash and cash equivalents at the year-end                  19    104,954      46,889




50 Computacenter plc Annual Report and Accounts 2009
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2009
1 Authorisation of financial statements and statement of compliance with IFRS
The consolidated financial statements of Computacenter plc for the year ended 31 December 2009 were authorised for issue
in accordance with a resolution of the Directors on 10 March 2010. The balance sheet was signed on behalf of the Board by
MJ Norris and FA Conophy. Computacenter plc is a limited company incorporated and domiciled in England whose shares
are publicly traded.
The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS),
as adopted by the European Union as they apply to the financial statements of the Group for the year ended 31 December 2009
and applied in accordance with the Companies Act 2006.
2 Summary of significant accounting policies
Basis of preparation
The consolidated financial statements are presented in Sterling and all values are rounded to the nearest thousand (£’000) except
when otherwise indicated.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Computacenter plc and its subsidiaries as at
31 December each year. The financial statements of subsidiaries are prepared for the same reporting year as the parent
company, using existing GAAP in each country of operation. Adjustments are made on consolidation translating any differences
that may exist between the respective local GAAPs and IFRS.
All intra-group balances, transactions, income and expenses and profit and losses resulting from intra-group transactions have
been eliminated in full.
Subsidiaries are consolidated from the date on which the Group obtains control and cease to be consolidated from the date
on which the Group no longer retains control.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries that is not held by the Group and
is presented separately within equity in the consolidated balance sheet, separately from parent shareholders’ equity.
Changes in accounting policy and disclosures
The accounting policies adopted are consistent with those of the previous financial year except as follows:
The Group has adopted the following new and amended IFRS and IFRIC interpretations during the year. Adoption of these
standards did not have any effect on the financial performance or position of the Group. They did however give rise to additional
disclosures. The other pronouncements which came into force during the year were not relevant to the Group:
IFRS 2 Share-based Payment (Revised)
The IASB issued an amendment to IFRS 2 which clarifies the definition of vesting conditions and prescribes the treatment for
an award that is cancelled. The Group adopted this amendment as of 1 January 2009. It did not have an impact on the financial
position or performance of the Group.
IFRS 7 Financial Instruments: Disclosures
The amended standard requires additional disclosures about fair value measurement and liquidity risk. Fair value measurements
related to items recorded at fair value are to be disclosed by source of inputs using a three level fair value hierarchy, by class, for all
financial instruments recognised at fair value. In addition, a reconciliation between the beginning and ending balance for level 3 fair
value measurements is now required, as well as significant transfers between levels in the fair value hierarchy. The amendments
also clarify the requirements for liquidity risk disclosures with respect to derivative transactions and assets used for liquidity
management. The fair value measurement disclosures are presented in note 24. The liquidity risk disclosures are not significantly
impacted by the amendments and are presented in note 24.
IFRS 8 Operating Segments
IFRS 8 replaced lAS 14 Segment Reporting upon its effective date. The Group concluded that the operating segments determined
in accordance with IFRS 8 are the same as the business segments previously identified under lAS 14. IFRS 8 disclosures are
shown in note 3, including the related revised comparative information.
lAS 1 Presentation of Financial statements
The revised standard separates owner and non-owner changes in equity. The statement of changes in equity includes only
details of transactions with owners, with non-owner changes in equity presented in a reconciliation of each component of equity.
In addition, the standard introduces the statement of comprehensive income: it presents all items of recognised income and
expense, either in one single statement, or in two linked statements. The Group has elected to present two statements.
lAS 23 Borrowing Costs
The revised lAS 23 requires capitalisation of borrowing costs that are directly attributable to the acquisition, construction
or production of a qualifying asset. The Group’s previous policy was to expense borrowing costs as they were incurred. In
accordance with the transitional provisions of the amended lAS 23, the Group has adopted the standard on a prospective basis.
Therefore, borrowing costs are capitalised on qualifying assets with a commencement date on or after 1 January 2009. During
the 12 months to 31 December 2009 no borrowing costs were incurred on qualifying assets.




                                                                                               Computacenter plc Annual Report and Accounts 2009 51
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



2 Summary of significant accounting policies continued
lAS 32 Financial Instruments: Presentation and lAS 1 Puttable Financial Instruments and Obligations Arising on Liquidation
The standards have been amended to allow a limited scope exception for puttable financial instruments to be classified as equity
if they fulfil a number of specified criteria. The adoption of these amendments did not have any impact on the financial position
or the performance of the Group.
Improvements to IFRSs
In May 2008 and April 2009 the IASB issued omnibus of amendments to its standards, primarily with a view to removing
inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following
amendments resulted in changes to accounting policies but did not have any impact on the financial position or performance
of the Group.
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations: clarifies that the disclosures required in respect of non-
current assets and disposal groups classified as held for sale or discontinued operations are only those set out in IFRS 5. The
disclosure requirements of other IFRSs only apply if specifically required for such non-current assets or discontinued operations.
As a result of this amendment, the Group amended its disclosures in note 3 segmental analysis.
IFRS 8 Operating Segment Information: clarifies that segment assets and liabilities need only be reported when those assets and
liabilities are included in measures that are used by the chief operating decision maker. As the Group’s chief operating decision
maker does not review segment assets and liabilities the Group has chosen not to disclose this information in note 2.
lAS 1 Presentation of Financial Statements: Assets and liabilities classified as held for trading in accordance with lAS 39 Financial
Instruments: Recognition and Measurement are not automatically classified as current in the statement of financial position. The
Group analysed whether the expected period of realisation of financial assets and liabilities differed from the classification of the
instrument. This did not result in any reclassification of financial instruments between current and non-current in the Balance Sheet.
lAS 16 Property, Plant and Equipment: Replaces the term ‘net selling price’ with ‘fair value less costs to sell’. The Group amended
its accounting policy accordingly, which did not result in any change in the financial position.
lAS 18 Revenue: The IASB has added guidance (which accompanies the standard) to determine whether an entity is acting
as a principal or as an agent. The features to consider are whether the entity:
•   has primary responsibility for providing the goods or service;
•   has inventory risk;
•   has discretion in establishing prices; and
•   bears the credit risk.
The Group has assessed its revenue arrangements against these criteria and concluded that it is acting as principal in all
arrangements. The revenue recognition accounting policy has been updated accordingly.
lAS 23 Borrowing Costs: The definition of borrowing costs is revised to consolidate the two types of items that are considered
components of ‘borrowing costs’ into one – the interest expense calculated using the effective interest rate method calculated
in accordance with lAS 39. The Group has amended its accounting policy accordingly which did not result in any change in its
financial position.
lAS 36 Impairment of Assets: When discounted cash flows are used to estimate ‘fair value less cost to sell’ additional disclosure is
required about the discount rate, consistent with disclosures required when the discounted cash flows are used to estimate ‘value
in use’. This amendment had no immediate impact on the consolidated financial statements of the Group because the recoverable
amount of its cash-generating units is currently estimated using ‘value in use’.
The amendment clarified that the largest unit permitted for allocating goodwill, acquired in a business combination, is the operating
segment as defined in IFRS 8 before aggregation for reporting purposes. The amendment has no impact on the Group as the
annual impairment test is performed before aggregation.
New standards and interpretations not yet effective
During the year, the IASB and IFRIC have issued the following standards and interpretations which are expected to have
implications for the reporting of the financial position or performance of the Group or which will require additional disclosures
in future financial years.
IFRS 3 Business Combinations (Revised) and lAS 27 Consolidated and Separate Financial Statements
(Amended)
IFRS 3 (Revised) introduces significant changes in the accounting for business combinations occurring after this date. Changes
affect the valuation of non-controlling interests, the accounting for transaction costs, the initial recognition and subsequent
measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount
of goodwill recognised, the reported results in the period that an acquisition occurs and future reported results. lAS 27 (Amended)
requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with
owners in their capacity as owners. Therefore, such transactions will no longer give rise to goodwill, nor will it give rise to a gain
or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of
control of a subsidiary. The changes by IFRS 3 (Revised) and lAS 27 (Amended) will affect future acquisitions or loss of control
of subsidiaries and transactions with non-controlling interests. The change in accounting policy is effective from accounting periods
beginning on or after 1 July 2009.
The other pronouncements not included above are not expected to be relevant to the Group upon adoption, in the context
of the Group’s circumstances.

52 Computacenter plc Annual Report and Accounts 2009
Critical judgments and estimates
The preparation of the Group’s financial statements requires management to make judgments on how to apply the Group’s
accounting policies and make estimates about the future. Due to the inherent uncertainty in making these critical judgments
and estimates, actual outcomes could be different.
The more significant judgments and estimates, where a risk exists that a material adjustment to the carrying value of assets
and liabilities in the next financial year could occur, relate to:
•   revenue recognition where, on a limited number of support and managed services contracts, an estimate of the total contract
    costs is required to determine the stage of completion;
•   estimation of residual value of assets owned to support certain contracts;
•   impairment of intangible assets and goodwill, which is based upon estimates of future cash flows and discount rates for the
    relevant cash-generating units;
•   recognition of deferred tax assets in respect of losses carried forward, which are dependent upon estimates of future profitability
    of certain Group companies; and
•   other estimated tax positions, where the decisions of tax authorities are uncertain.
Further information is provided within this note summarising significant accounting policies, and notes 9 and 14 to the
financial statements.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation, down to residual value, is calculated on a straight-line basis over the estimated useful life of the asset as follows:
Freehold buildings                                                   25–50 years
Short leasehold improvements                                         shorter of 7 years and period to expiry of lease
Fixtures and fittings
– Head office                                                        5–15 years
– Other                                                              shorter of 7 years and period to expiry of lease
Office machinery, computer hardware                                  2–15 years
Motor vehicles                                                       3 years
Freehold land is not depreciated. An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on de-recognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income
statement in the year the item is derecognised.




                                                                                             Computacenter plc Annual Report and Accounts 2009 53
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



2 Summary of significant accounting policies continued
Leases
Assets held under finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the
leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the
minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as
to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases.
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.
Intangible assets
Software and software licences
Software and software licences include computer software that is not integral to a related item of hardware. These assets are
stated at cost less accumulated amortisation and any impairment in value. Amortisation is calculated on straight-line basis over
the estimated useful life. Currently software is amortised over four years.
The carrying values of software and software licences are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the
estimated recoverable amount, the assets are written down to their recoverable amount.
Software under development
Costs that are incurred and that can be specifically attributed to the development phase of management information systems
for internal use are capitalised and amortised over their useful life, once the asset becomes available for use.
Other intangible assets
Intangible assets acquired as part of a business are carried initially at fair value. Following initial recognition intangible assets are
carried at cost less accumulated amortisation and accumulated impairment losses. Intangible assets with a finite life have no
residual value and are amortised on a straight-line basis over their expected useful lives with charges included in administrative
expenses as follows:
Existing customer contracts                                            Period to the end of the acquired contract
Existing customer relationships                                        10 years
Tools and technology                                                   7 years
The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the
carrying value may not be recoverable.




54 Computacenter plc Annual Report and Accounts 2009
2 Summary of significant accounting policies continued
Goodwill
Business combinations on or after 1 January 2004 are accounted for under IFRS 3 using the purchase method. Any excess of the
cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities is recognised in the balance sheet as goodwill and is not amortised. Goodwill recognised on acquisitions prior to 1 January
2004, the date of transition to IFRS, is recorded at its amortised cost at transition to IFRS and is no longer amortised. Any goodwill
asset arising on the acquisition of equity accounted entities is included within the cost of those entities.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being
reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value
may be impaired.
For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitored by management, usually
at business segment level or statutory company level as the case may be. Where the recoverable amount of the cash-generating
unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement.
Goodwill arising on acquisitions prior to 31 December 1997 remains set off directly against reserves even if the related investment
becomes impaired or the business is disposed of.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.
Where an asset does not have independent cash flows, the recoverable amount is assessed for the cash-generating unit to which
it belongs. The recoverable amount is the higher of the fair value less costs to sell and the value in use of the asset or cash-
generating unit. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent
with the function of the impaired asset.
Financial assets
Financial assets are recognised at their fair value which initially equates to the consideration given plus directly attributable
transaction costs associated with the investment.
Inventories
Inventories are carried at the lower of weighted average cost and net realisable value after making allowance for any obsolete
or slow-moving items. Costs include those incurred in bringing each product to its present location and condition, on a first-in,
first-out basis.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make
the sale.
Trade and other receivables
Trade receivables, which generally have 30–90 day terms, are recognised and carried at their original invoice amount less an
allowance for any uncollectable amounts. An estimate for doubtful debts is made when collection of the full amount is no longer
probable. Balances are written off when the probability of recovery is assessed as being remote.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original
maturity of three months or less.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term deposits
as defined above, net of outstanding bank overdrafts where a right of set-off exists.
Interest-bearing borrowings
All borrowings are initially recognised at fair value less directly attributable transaction costs. Borrowing costs are recognised
as an expense when incurred.
After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the effective interest
method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.




                                                                                              Computacenter plc Annual Report and Accounts 2009 55
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



2 Summary of significant accounting policies continued
De-recognition of financial assets and liabilities
Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
de-recognised where:
•   the rights to receive cash flows from the asset have expired;
•   the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full
    without material delay to a third party under a ‘pass-through’ arrangement; or
•   the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the
    risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset,
    but has transferred control of the asset.
Financial liabilities
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.
Derivative financial instruments
The Group uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations. Forward
contracts are initially recognised at fair value on the date that the contract is entered into and are subsequently remeasured at fair
value at each reporting date. The fair value of forward currency contracts is calculated by reference to current forward exchange
rates for contracts with similar maturity profiles. Forward contracts are recorded as assets when the fair value is positive and as
liabilities when the fair value is negative.
Any gains or losses arising from changes in fair value on forward contracts are taken directly to the income statement.
Foreign currency translation
The Group’s presentation currency is Pounds Sterling (£). Each entity in the Group determines its own functional currency and
items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign
currencies are initially recorded in the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance
sheet date. All differences are taken to the consolidated income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate
as at the date of initial transaction.
The functional currencies of the overseas subsidiaries are Euro (€) and US dollar (US$). As at the reporting date, the assets and
liabilities of these overseas subsidiaries are translated into the presentation currency of the Group at the rate of exchange ruling
at the balance sheet date and their income statements are translated at the average exchange rates for the year. Exchange
differences arising on the retranslation are recognised in the consolidated statement of comprehensive income. On disposal
of a foreign entity, the deferred cumulative amount recognised in the consolidated statement of comprehensive income relating
to that particular foreign operation is recognised in the income statement.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at
a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to
the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
Taxation
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or
paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted by the balance sheet date.
Deferred tax
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, with the following exceptions:
•   where the temporary difference arises from the initial recognition of goodwill or from an asset or liability in a transaction that
    is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
•   in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where
    the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will
    not reverse in the foreseeable future; and
•   deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which
    the deductible temporary differences, carried forward tax credits or tax losses, can be utilised.




56 Computacenter plc Annual Report and Accounts 2009
2 Summary of significant accounting policies continued
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply
when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
Income tax is charged or credited directly to the statement of comprehensive income if it relates to items that are credited
or charged to the statement of comprehensive income. Otherwise income tax is recognised in the income statement.
VAT
Revenues, expenses and assets are recognised net of the amount of VAT except:
•   where the VAT incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case
    the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
•   trade receivables and payables are stated with the amount of VAT included.
The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the balance sheet.
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can
be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts and rebates
given to customers, VAT and other sales tax or duty. The following specific recognition criteria must also be met before revenue
is recognised:
Product
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on
dispatch of goods.
Professional Services
Revenue is recognised when receivable under a contract following delivery of a service or in line with the stage of work completed.
Support and Managed Services
Contracted service revenue is recognised on a percentage of completion basis. Usually revenue is recognised on a straight-line
basis, when this is representative of the stage of completion of an individual contract. Unrecognised contracted revenue is included
as deferred income in the balance sheet. Amounts invoiced relating to more than one period are deferred and recognised over their
relevant life.
On a limited number of Support and Managed Service contracts recognising revenue on a straight-line basis is not representative
of the stage of completion. On these contracts, the stage of completion is determined by reference to the costs incurred as a
proportion of the total estimated costs of the contract and unbilled revenue is recognised within accrued income. If a contract
cannot be reliably estimated revenue is recognised only to the extent that costs have been incurred. Provision is made as soon
as a loss is foreseen.
Where a contract contains several elements, the individual elements are accounted for separately where appropriate.
Finance income
Income is recognised as interest accrues.
Dividends
Dividend income is recognised when the Group’s right to receive payment is established.
Operating leases
Rental income arising from operating leases is accounted for on a straight-line basis over the lease term.
Pensions and other post-employment benefits
The Group operates a defined contribution scheme available to all UK employees. Contributions are recognised as an expense
in the income statement as they become payable in accordance with the rules of the scheme. There are no material pension
schemes within the Group’s overseas operations.
Exceptional items
The Group presents as exceptional items on the face of the income statement, those material items of income and expense
which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow
shareholders to understand better elements of financial performance in the year, so as to facilitate comparison with prior periods
and to assess better trends in financial performance.




                                                                                           Computacenter plc Annual Report and Accounts 2009 57
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



2 Summary of significant accounting policies continued
Share-based payment transactions
Employees (including Executive Directors) of the Group can receive remuneration in the form of share-based payment transactions,
whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).
The cost of equity-settled transactions with employees is measured by reference to the fair value of the award at the date at which
they are granted. The fair value is determined by utilising an appropriate valuation model, further details of which are given in note
27. In valuing equity-settled transactions, no account is taken of any performance conditions as none of the conditions set are
market-related ones.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the
performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the
award (‘vesting date’). The cumulative expense recognised for equity-settled transactions at each reporting date, until the vesting
date, reflects the extent to which the vesting period has expired and the Directors’ best estimate of the number of equity
instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period. As the schemes do not include any market-related performance
conditions, no expense is recognised for awards that do not ultimately vest.
Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any modification, which increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not
yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and
designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were
a modification of the original award, as described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share
(see note 10).
The Group has an employee share trust for the granting of non-transferable options to executives and senior employees. Shares in
the Group held by the employee share trust are treated as investment in own shares and are recorded at cost as a deduction from
equity (see note 26).
Own shares held
Computacenter plc shares held by the Group are classified in shareholders’ equity as ‘own shares held’ and are recognised at
cost. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds
from sale and the original cost being taken to revenue reserves. No gain or loss is recognised in the performance statements on
the purchase, sale, issue or cancellation of equity shares.




58 Computacenter plc Annual Report and Accounts 2009
3 Segmental analysis
For management purposes, the Group is organised into geographical segments, with each segment determined by the location
of the Group’s assets and operations. The Group’s business in each geography is managed separately and held in separate
statutory entities.
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its geographical segments separately for the purposes of making decisions about
resource allocation and performance assessment. Segment performance is evaluated based on adjusted operating profit or loss
which is measured differently from operating profit or loss in the consolidated financial statements. At a Group level however
management measures performance on adjusted profit before tax. Adjusted operating profit or loss takes account of the interest
paid on customer-specific financing (CSF) which management considers to be a cost of sale. Excluded from adjusted operating
profit is the amortisation of acquired intangibles, exceptional items and the transfer of internal ERP implementation costs as
management do not consider these items when reviewing the underlying performance of a segment.
Segmental performance for the years ended 31 December 2009 and 2008 was as follows:
                                                                    UK       Germany           France           Benelux            Total
                                                                 £’000          £’000           £’000             £’000            £’000
For the year ended 31 December 2009

Results
Revenue                                                     1,226,917       930,673         319,384            26,224 2,503,198
Adjusted gross profit                                         181,149       124,395           37,448             2,838   345,830
Adjusted net operating expenses                              (143,310)     (104,831)         (40,169)           (3,597) (291,907)
Adjusted segment operating profit/(loss)                       37,839        19,564            (2,721)            (759)   53,923
Adjusted net interest                                                                                                        302
Adjusted profit before tax                                                                                                54,225



Other segment information
Capital expenditure:
Property, plant and equipment                                  11,042         8,107              783               118          20,050
Intangible fixed assets                                        11,891        15,301               71                 –          27,263

Depreciation                                                   24,015        10,064            1,118               129          35,326
Amortisation                                                    3,302         1,209              120                 –           4,631

Share-based payments                                            1,893           357              305                  –           2,555




                                                                                        Computacenter plc Annual Report and Accounts 2009 59
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



3 Segmental analysis continued
                                                                  UK       Germany        France       Benelux           Total
                                                               £’000          £’000        £’000         £’000           £’000
For the year ended 31 December 2008

Results
Revenue                                                   1,391,177      830,740       308,210        30,008 2,560,135
Adjusted gross profit                                       194,934      113,703         38,821         3,372    350,830
Adjusted net operating expenses                            (165,324)      (99,386)      (40,511)       (3,465)  (308,686)
Adjusted segment operating profit/(loss)                     29,610        14,317         (1,690)          (93)   42,144
Adjusted net interest                                                                                                963
Adjusted profit before tax                                                                                        43,107



Other segment information
Capital expenditure:
Property, plant and equipment                                28,725         7,663         1,105          229       37,722
Intangible fixed assets                                      11,903         1,067         1,308            –       14,278

Depreciation                                                 27,715         7,804         1,078          122       36,719
Amortisation                                                  2,816           827         1,121            –        4,764

Share-based payments                                          2,009           334           182             –           2,525

Reconciliation of adjusted results
Management reviews adjusted measures of performance as shown in the tables above. Adjusted profit before tax excludes
exceptional items and the amortisation of acquired intangibles as shown below:
                                                                                                        2009             2008
                                                                                                        £’000            £’000
Adjusted profit before tax                                                                            54,225        43,107
Amortisation of acquired intangibles                                                                     (517)         (525)
Exceptional items                                                                                      (5,299)       (3,046)
Profit before tax                                                                                     48,409        39,536




60 Computacenter plc Annual Report and Accounts 2009
3 Segmental analysis continued
Reconciliation of adjusted results continued
Management also reviews adjusted measures for gross profit, operating expenses, operating profit and net interest, which in
addition takes account of interest costs of CSF within cost of sales (as these are considered to form part of the gross profit
performance of a contract). The reconciliation for adjusted operating profit to operating profit, as disclosed in the Consolidated
Income Statement, is as follows:
                                                                        UK       Germany           France           Benelux            Total
                                                                     £’000          £’000           £’000             £’000            £’000
For the year ended 31 December 2009
Adjusted segment operating profit/(loss)                          37,839         19,564           (2,721)             (759)         53,923
Add back interest on CSF                                            2,921         1,051                –                 –            3,972
Amortisation of acquired intangibles                                 (481)           (36)              –                 –             (517)
Exceptional items                                                  (3,155)         (291)          (1,613)             (240)          (5,299)
ERP implementation costs                                           (2,728)        2,728                –                 –                –
Segment operating profit/(loss)                                   34,396         23,016           (4,334)             (999)         52,079

For the year ended 31 December 2008
Adjusted segment operating profit/(loss)                          29,610         14,317           (1,690)               (93)        42,144
Add back interest on CSF                                            3,292           737                –                  –           4,029
Amortisation of acquired intangibles                                 (481)           (44)              –                  –            (525)
Exceptional items                                                  (1,922)             –          (1,124)                 –          (3,046)
ERP implementation costs                                           (1,673)          950              723                  –               –
Segment operating profit/(loss)                                   28,826         15,960           (2,091)               (93)        42,602

Sources of revenue
Each geographical segment principally consists of a single entity with shared assets, liabilities and capital expenditure. The Group
has three sources of revenue, which are aggregated and shown in the table below. The sale of goods is recorded within product
revenues and the rendering of services is split into Professional and Support and Managed Services.
Revenue performance is reported to the Chief Operating Decision Maker excluding the UK Trade Distribution business, which was
disposed of on 27 October 2009. The table below reflects revenue performance before and after the impact of the sold business.
                                                                                                                      2009              2008
                                                                                                                      £’000             £’000

Sources of revenue
Product revenue
Ongoing operations                                                                                            1,678,613          1,717,269
Trade distribution                                                                                               84,589            158,588
Total product revenue                                                                                         1,763,202          1,875,857
Services revenue
Professional services                                                                                           175,364            181,219
Support and managed services                                                                                    564,632            503,059
Total services revenue                                                                                          739,996            684,278
Total revenue                                                                                                 2,503,198          2,560,135

Information about major customers
Included in revenues arising from the UK segment are revenues of approximately £397 million (2008: £400 million) which arose
from sales to the Group’s largest customer. For the purposes of this disclosure a single customer is considered to be a group of
entities known to be under common control. This customer consists of entities under control of the UK Government, and includes
the Group’s revenues with central government, local government and certain government controlled banking institutions.




                                                                                            Computacenter plc Annual Report and Accounts 2009 61
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



4 Group operating profit
This is stated after charging:
                                                                                                                   2009           2008
                                                                                                                   £’000          £’000
Auditors’ remuneration:
Audit of the financial statements                                                                                  416             420
Other fees to auditors – local statutory audits for subsidiaries                                                    39              77
                          – taxation services                                                                      146             104
                          – other services                                                                          98               –
                                                                                                                   699             601

Depreciation of property, plant and equipment                                                                  35,326           36,719
Loss on disposal of property, plant and equipment                                                                  23              526
Profit on disposal of business, net of goodwill                                                                 1,879                –
Impairment of intangible assets                                                                                     –            3,046
Amortisation of intangible assets                                                                               4,631            4,764

Net foreign currency differences                                                                                  (897)            740

Costs of inventories recognised as an expense                                                               1,588,654       1,683,433

Operating lease payments – minimum lease payments                                                              40,174           42,259
In addition to the auditors’ remuneration disclosed above, further costs of £139,000 relating to non-audit services in respect of the
acquisition of becom Informationssysteme GmbH have been capitalised.

5 Exceptional items
                                                                                                                   2009           2008
                                                                                                                   £’000          £’000
Operating profit
Profit on disposal of business, net of goodwill                                                                  1,879               –
Restructuring costs                                                                                             (7,178)              –
Impairment of intangible assets                                                                                      –          (3,046)
                                                                                                                (5,299)         (3,046)

Income tax
Tax on exceptional items included in operating profit                                                            1,415               –
Adjustment following agreement of certain items for earlier years                                                    –           3,611
Changes in recoverable amounts of deferred tax assets                                                                –           4,766
                                                                                                                 1,415           8,377

2009
The net gain on disposal of business of £1,879,000 arises from the Group disposing of its trade distribution division to Ingram Micro
in October 2009. The disposal does not match the criteria of IFRS 5 ‘Non-current assets held-for-sale and discontinued operations’
as the disposal does not represent a separate major line of business or geographical area of operations and hence was not treated
as a discontinued operation. The Group received consideration of £2,982,000 in cash and cash equivalents, net of costs incurred
in relation to the sale. This is offset by the disposal of goodwill associated with the business of £1,002,000. The directly attributable
goodwill associated with the Trade Distribution business originally arose from the acquisition of Metrologie UK in 1999. Separately,
related inventories of £8,574,000 were sold to Ingram Micro at cost.
Restructuring costs arise from the change programme to reduce costs. They include expenses from headcount reductions of
£5,309,000 and vacant premises costs of £1,869,000.




62 Computacenter plc Annual Report and Accounts 2009
5 Exceptional items continued
2008
The forecasted cash flows for Computacenter France do not support the value of the non-current assets in the business.
An exceptional impairment was recognised in 2008 in relation to additions to intangible assets relating to the Group ERP
programme that were specifically allocated to the French cash-generating unit.
After the 2008 year-end a decision was reached to cease using the Digica brand following the integration of the Digica operations
into those of Computacenter (UK) Limited. An exceptional impairment of the trademark, generated at the time of acquisition, was
recognised accordingly.
The tax charge for 2008 contained two items which, due to their size, were disclosed separately, as follows:
•   during 2008 agreement was reached on certain significant items for earlier years; and
•   the deferred tax asset in respect of losses in Germany was re-assessed in line with management’s view of the entities future
    performance. Where the reassessment exceeded the losses utilised in the year, the change in the recoverable amount of the
    deferred tax asset was shown as an exceptional item.
6 Staff costs and Directors’ emoluments
                                                                                                                   2009              2008
                                                                                                                   £’000             £’000
Wages and salaries                                                                                           430,408            402,681
Social security costs                                                                                         66,407             61,355
Pension costs                                                                                                 16,142             14,877
                                                                                                             512,957            478,913
Included in wages and salaries is a charge for share-based payments of £2,555,000 (2008: £2,525,000), all of which arises from
transactions accounted for as equity-settled share-based payment transactions.
The average monthly number of employees during the year was made up as follows:
                                                                                                                   2009               2008
                                                                                                                    No.                No.
UK                                                                                                              4,837              4,958
Germany                                                                                                         4,093              4,047
France                                                                                                          1,121              1,014
Benelux                                                                                                           194                198
                                                                                                               10,245             10,217

7 Finance income
                                                                                                                   2009              2008
                                                                                                                   £’000             £’000
Bank interest receivable                                                                                         1,249             2,753
Income from investments                                                                                             58               342
                                                                                                                 1,307             3,095

8 Finance costs
                                                                                                                   2009              2008
                                                                                                                   £’000             £’000
Bank loans and overdrafts                                                                                          429               595
Finance charges payable on customer-specific financing                                                           3,972             4,029
Finance costs on factoring                                                                                         391             1,336
Other interest                                                                                                     185               201
                                                                                                                 4,977             6,161




                                                                                         Computacenter plc Annual Report and Accounts 2009 63
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



9 Income tax

a) Tax on profit on ordinary activities
                                                                                                               2009           2008
                                                                                                               £’000          £’000
Tax charged in the income statement
Current income tax
UK corporation tax                                                                                          11,181          11,881
Foreign tax                                                                                                  1,394              673
Adjustments in respect of prior periods                                                                       (853)          (4,028)
Total current income tax                                                                                    11,722            8,526

Deferred tax
Origination and reversal of temporary differences                                                            (2,284)         (2,379)
Losses utilised                                                                                               4,803           4,841
Changes in recoverable amounts of deferred tax assets                                                        (3,691)         (4,145)
Exceptional changes in recoverable amounts of deferred tax assets                                                 –          (4,766)
Adjustments in respect of prior periods                                                                         148             117
Total deferred tax                                                                                           (1,024)         (6,332)
Tax charge in the income statement                                                                          10,698            2,194

b) Reconciliation of the total tax charge
                                                                                                               2009           2008
                                                                                                               £’000          £’000
Accounting profit before income tax                                                                         48,409          39,536

At the UK standard rate of corporation tax of 28.0% (2008: 28.5%)                                           13,555          11,268
Expenses not deductible for tax purposes                                                                        803             806
Exceptional expenses not deductible for tax purposes                                                              –             548
Non-deductible element of share-based payment charge                                                            350             719
Exceptional adjustments in respect of current income tax of previous periods                                      –          (3,611)
Adjustments in respect of current income tax of previous periods                                               (853)           (300)
Higher tax on overseas earnings                                                                                  69             664
Other differences                                                                                              (309)           (104)
Capital gain relieved by unrecognised losses brought forward                                                   (835)               –
Exceptional changes in recoverable amounts of deferred tax assets                                                 –          (4,766)
Changes in recoverable amounts of deferred tax assets                                                        (3,691)         (4,145)
Losses of overseas undertakings not available for relief                                                      1,609           1,115
At effective income tax rate of 22.1% (2008: 5.5%)                                                          10,698            2,194

c) Tax losses
Deferred tax assets of £11.8 million (2008: £13.5 million) have been recognised in respect of losses carried forward. Where
deferred tax assets have been reassessed in excess of the losses utilised in the year, the change in the recoverable amount of the
deferred tax asset is shown as an exceptional item in the income tax expense for the year, due to the material nature and expected
infrequency of this reassessment.
In addition, at 31 December 2009, there were unused tax losses across the Group of £188.1 million (2008: £212.0 million) for
which no deferred tax asset has been recognised. Of these losses, £111.1 million (2008: £138.8 million) arise in Germany, albeit
a significant proportion have been generated in statutory entities that no longer have significant levels of trade. The remaining
unrecognised tax losses relate to other loss-making overseas subsidiaries.




64 Computacenter plc Annual Report and Accounts 2009
9 Income tax continued
d) Deferred tax
Deferred income tax at 31 December relates to the following:
                                                                             Consolidated balance sheet      Consolidated income statement
                                                                                  2009               2008            2009             2008
                                                                                 £’000              £’000           £’000             £’000
Deferred income tax liabilities
Accelerated capital allowances                                                    438               689              (250)             (171)
Effect of changes in tax rate on opening liability                                  –                (77)               –                (77)
Arising on acquisition                                                          1,236               970              (135)             (125)
Gross deferred income tax liabilities                                           1,674             1,582
Deferred income tax assets
Relief on share option gains                                                      909              397              (512)                 78
Other temporary differences                                                     3,751            2,798            (1,238)            (2,035)
Effect of changes in tax rate on opening liability                                   –                –                –                 (31)
Revaluations of foreign exchange contracts to fair value                           (27)             (27)               –                  99
Losses available for offset against future taxable income                      11,423           13,504             1,111             (4,766)
Fair value adjustments on acquisition of subsidiary (note 16)                     388                 –                –                696
Gross deferred income tax assets                                               16,444           16,672
Deferred income tax charge                                                                                        (1,024)            (6,332)
Net deferred income tax asset                                                  14,770           15,090
At 31 December 2009, there was no recognised or unrecognised deferred income tax liability (2008: £nil) for taxes that would
be payable on the unremitted earnings of the Group’s subsidiaries as the Group has no liability to additional taxation should
such amounts be remitted due to the availability of double taxation relief.
10 Earnings per ordinary share
Earnings per share (EPS) amounts are calculated by dividing profit attributable to ordinary equity holders by the weighted average
number of ordinary shares outstanding during the year (excluding own shares held).
Diluted earnings per share amounts are calculated by dividing profit attributable to ordinary equity holders by the weighted average
number of ordinary shares outstanding during the year (excluding own shares held) adjusted for the effect of dilutive options.
Adjusted basic and adjusted diluted EPS are presented to provide more comparable and representative information. Accordingly
the adjusted basic and adjusted diluted EPS figures exclude amortisation of acquired intangibles and exceptional items.
                                                                                                                     2009              2008
                                                                                                                     £’000             £’000
Profit attributable to equity holders of the parent                                                              37,703             37,337
Amortisation of acquired intangibles                                                                                 517               525
Tax on amortisation of acquired intangibles                                                                         (145)             (150)
Exceptional items within operating profit                                                                          5,299             3,046
Tax on exceptional items included in profit before tax                                                            (1,415)                –
Exceptional items within the total tax charge for the year:
– adjustment following agreement of certain items for earlier years                                                   –              (3,611)
– changes in recoverable amounts of deferred tax assets                                                               –              (4,766)
Profit before amortisation of acquired intangibles and exceptional items                                         41,959             32,381




                                                                                           Computacenter plc Annual Report and Accounts 2009 65
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



10 Earnings per ordinary share continued
                                                                         2009       2008
                                                                         000’s      000’s
Basic weighted average number of shares (excluding own shares held)   146,918    151,279
Effect of dilution:
Share options                                                           4,671      3,077
Diluted weighted average number of shares                             151,589    154,356

                                                                         2009       2008
                                                                        pence      pence
Basic earnings per share                                                 25.7       24.7
Diluted earnings per share                                               24.9       24.2
Adjusted basic earnings per share                                        28.6       21.4
Adjusted diluted earnings per share                                      27.7       21.0

11 Dividends paid and proposed
                                                                         2009       2008
                                                                         £’000      £’000
Declared and paid during the year:
Equity dividends on ordinary shares:
Final dividend for 2008: 5.5 pence (2007: 5.5 pence)                    8,097      8,063
Interim for 2009: 3.0 pence (2008: 2.7 pence)                           4,417      3,958
                                                                       12,514     12,021

Proposed (not recognised as a liability as at 31 December)
Equity dividends on ordinary shares:
Additional interim dividend for 2009: 8.0 pence (2008: nil)            11,863          –
Final dividend for 2008 5.5 pence                                           –      8,120




66 Computacenter plc Annual Report and Accounts 2009
12 Property, plant and equipment
                                                                                                               Fixtures, fittings,
                                                                             Freehold land   Short leasehold    equipment and
                                                                             and buildings    improvements              vehicles           Total
                                                                                    £’000              £’000               £’000           £’000
Cost
At 1 January 2008                                                               67,217            10,830           132,542           210,589
Additions                                                                             –             4,095            33,627            37,722
Disposals                                                                             –            (2,187)          (15,711)          (17,898)
Foreign currency adjustment                                                        290              4,891            14,258            19,439
At 31 December 2008                                                             67,507            17,629           164,716           249,852
Additions                                                                            21             2,991            16,662            19,674
Acquisition of subsidiary undertaking                                                 –                 –                376               376
Disposals                                                                             –              (123)          (16,483)          (16,606)
Foreign currency adjustment                                                         (97)           (1,531)            (4,205)           (5,833)
At 31 December 2009                                                             67,431            18,966           161,066           247,463
Accumulated depreciation and impairment
At 1 January 2008                                                               20,964             5,247            67,934            94,145
Provided during the year                                                         2,599              1,931            32,189            36,719
Disposals                                                                             –            (2,039)          (15,303)          (17,342)
Foreign currency adjustment                                                         17              3,754              9,244           13,015
At 31 December 2008                                                             23,580             8,893            94,064           126,537
Provided during the year                                                         2,543              1,850            30,933            35,326
Disposals                                                                             –              (123)          (16,453)          (16,576)
Foreign currency adjustment                                                          (6)           (1,128)            (1,980)           (3,114)
At 31 December 2009                                                             26,117             9,492           106,564           142,173
Net book value
At 31 December 2009                                                             41,314             9,474             54,502          105,290
At 31 December 2008                                                              43,927            8,736              70,652          123,315
At 1 January 2008                                                                46,253            5,583              64,608          116,444
Included in the figures above are the following amounts relating to leased assets which are used to satisfy specific
customer contracts:
                                                                                                                   Fixtures, fittings, equipment
                                                                                                                           and vehicles
                                                                                                                         2009                 2008
                                                                                                                         £’000               £’000
Cost
At 1 January                                                                                                         82,661             61,823
Additions                                                                                                            10,462             27,657
Disposals                                                                                                             (7,472)            (6,819)
At 31 December                                                                                                       85,651             82,661

Accumulated depreciation and impairment
At 1 January                                                                                                         31,742             15,335
Charge for year                                                                                                      23,309             23,225
Disposals                                                                                                             (7,472)            (6,818)
At 31 December                                                                                                       47,579             31,742
Net book value                                                                                                       38,072             50,919




                                                                                             Computacenter plc Annual Report and Accounts 2009 67
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



13 Intangible assets
                                                                                       Other
                                                                                  intangible
                                                            Goodwill   Software       assets       Total
                                                              £’000       £’000        £’000      £’000
Cost
At 1 January 2008                                          31,812      18,057      6,327       56,196
Additions                                                         –     14,278          –       14,278
Disposals                                                         –       (393)         –          (393)
Adjustment for contingent consideration                      (1,000)         –          –        (1,000)
Foreign currency adjustment                                       –      3,189         95         3,284
At 31 December 2008                                        30,812      35,131      6,422       72,365
Additions                                                   13,594      11,264       526        25,383
Acquisition of subsidiary undertaking                             –        151     1,729          1,880
Disposals                                                    (1,002)      (131)         –        (1,133)
Foreign currency adjustment                                       –       (989)       (32)       (1,020)
At 31 December 2009                                        43,404      45,426      8,645       97,475
Amortisation and impairment
At 1 January 2008                                                 –    10,352        659       11,011
Charged during the year                                           –     4,239        525        4,764
Disposals                                                         –       (345)         –         (345)
Impairment charge                                                 –     1,124      1,922        3,046
Foreign currency adjustment                                       –     2,291          47       2,338
At 31 December 2008                                               –    17,661      3,153       20,814
Charged during the year                                           –     4,114        517        4,631
Disposals                                                         –       (131)         –         (131)
Foreign currency adjustment                                       –       (791)       (13)        (804)
At 31 December 2009                                               –    20,853      3,657       24,510
Net book value
At 31 December 2009                                        43,404      24,573      4,988       72,965
At 31 December 2008                                         30,812      17,470     3,269        51,551
At 1 January 2008                                           31,812       7,705     5,668        45,185




68 Computacenter plc Annual Report and Accounts 2009
14 Impairment testing of goodwill and other intangible assets
Goodwill brought forward
Goodwill brought forward on 1 January 2009 of £29,977,000 has been allocated to the Computacenter (UK) Limited cash-
generating unit and £835,000 has been allocated to the RD Trading Limited cash-generating unit for impairment testing.
Disposal of Goodwill
On 27 October 2009, Computacenter UK sold its Trade Distribution business. As a consequence, directly attributable goodwill
of £1,002,000 was disposed of, and included within the exceptional profit on disposal of business (note 5). This goodwill arose
from the acquisition of Metrologie UK in 1999.
Additions to Goodwill
During the year, additions to goodwill arose from the purchase of becom in Germany on 26 November 2009 and Thesaurus in the
UK on 27 November 2009.
The recoverable amount of the assets of Thesaurus were acquired by and were immediately integrated within Computacenter UK)
Limited. Goodwill arising on the acquisition of £1,454,000 has been tested for impairment against the Computacenter (UK) Limited
cash-generating unit.
Computacenter (UK) Limited and RD Trading Limited cash-generating units
The recoverable amounts of Computacenter (UK) Limited and RD Trading Limited have been determined based on
a value-in-use calculation. To calculate this, cash flow projections are based on financial budgets approved by senior management
covering a three-year period and on long-term market growth rates of 2.5 per cent (2008: 2.5 per cent) thereafter.
Key assumptions used in the value-in-use calculation for Computacenter (UK) Limited and RD Trading Limited for 31 December
2009 and 31 December 2008 are:
•   budgeted revenue, which is based on long-run market growth forecasts;
•   budgeted gross margins, which are based on average gross margins achieved in the year immediately before the budgeted
    year, adjusted for expected long-run market pricing trends; and
•   the discount rate applied to cash flow projections is 12.0 per cent (2008: 13.0 per cent).
The Computacenter (UK) Limited and RD Trading cash-generating units generate value substantially in excess of the carrying
value of goodwill attributed to them. Management therefore believes that no reasonably possible change in any of the above
key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
No impairment provision on goodwill has been required at either 31 December 2009 or at 31 December 2008.
becom Informationssysteme GmbH (‘becom’) cash-generating unit
Goodwill of £12,140,000 relating to the acquisition of becom has been allocated to the becom cash-generating unit. The
recoverable amount has been based upon the financial budgets approved by senior management covering a three-year
period, and on long-term market growth rates of 2.5 per cent thereafter.
Key assumptions used in the value in use calculation for becom at 31 December 2009 are:
•   budgeted revenue, which is based on market share and long-run market growth forecasts;
•   budgeted gross margins, which are based on average gross margins achieved in the year immediately before the budgeted
    year, adjusted for expected long-run market pricing trends; and
•   the discount rate applied to cash flow projections is 12.0 per cent.
Since acquisition the business has performed in line with the anticipated value-in-use determined at acquisition, and management
are confident that becom will continue to perform in line with or exceed forecasts for the foreseeable period. As a result,
management believes that no reasonable possible change in any of the above key assumptions would cause the carrying value
of the unit to materially exceed its recoverable amount.
The assets and liabilities of becom will be integrated fully with Computacenter Germany during 2010. As a result it is expected that,
going forward, the cash flows will not be reliably and separately identifiable and that the goodwill relating this is acquisition will be
tested for impairment against the Computacenter Germany cash-generating unit.
Other intangible assets
Other intangible assets consist of customer contracts, customer relationships and tools and technology. The expected useful lives
are shown in note 2.
In early 2009, a decision was reached to cease using the Digica brand following the integration of the Digica operations into those
of Computacenter (UK) Limited. An exceptional non-cash full impairment charge of £1.9 million for the trademark generated at the
time of the Digica acquisition was recognised accordingly in the year ended 31 December 2008.




                                                                                             Computacenter plc Annual Report and Accounts 2009 69
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



15 Investments
a) Investment in associate
During the year the Group acquired a 20 per cent interest in Gonicus GmbH as part of the acquisition of becom. Their principal
activity is the provision of Open Source Software. Gonicus is a private entity, incorporated in Germany, that is not listed on any
public exchange and therefore there is no published quotation price for the fair value of this investment. The reporting date of
Gonicus is 31 December. The carrying value of the investment is £57,000, which is in line with the fair value of the investment
when acquired on 26 November 2009.

b) Investment in subsidiaries
The Group’s principal subsidiary undertakings are as follows:
                                                                                                                          Proportion of voting rights
                                                                                                                              and shares held
                                                            Country of
Name                                                     incorporation                               Nature of business       2009                 2008
Computacenter (UK) Limited                                 England                          IT Infrastructure services     100%                 100%
Computacenter France SA                                     France                          IT Infrastructure services     100%                 100%
Computacenter Holding GmbH                                Germany                           IT Infrastructure services     100%                 100%
Computacenter GmbH                                        Germany                           IT Infrastructure services     100%                 100%
CC Managed Services GmbH                                  Germany                           IT Infrastructure services     100%                 100%
Computacenter NV/SA                                        Belgium                          IT Infrastructure services     100%                 100%
RD Trading Limited                                         England                             IT Asset Management         100%*                100%
Computacenter PSF SA                                   Luxembourg                           IT Infrastructure services     100%                 100%
Computacenter USA                                             USA                           IT Infrastructure services     100%*                100%
Computacenter Services (Iberia) SLU                          Spain                International Call Centre Services       100%*                100%
Digica Group Holdings Limited                              England        IT infrastructure and application services       100%                 100%
Allnet Limited                                             England                     In-premises cabling services        100%                 100%
becom Informationssysteme GmbH                            Germany                           IT Infrastructure services     100%**                  –
*    Includes indirect holdings of 100% via Computacenter (UK) Limited.
**   Includes indirect holdings of 100% via Computacenter Holding GmbH.

Computacenter plc is the ultimate parent entity of the Group.




70 Computacenter plc Annual Report and Accounts 2009
16 Business combinations
On 26 November 2009 the Group acquired 100 per cent of the voting shares of becom Informationssysteme GmbH (‘becom’) for
a consideration of €2.0 million. The costs of acquisition amounted to €258,000. becom is based in Germany and is a leading
IT infrastructure services provider. The acquisition has been accounted for using the purchase method of accounting. The
consolidated financial statements include the results of becom for the one month period from the acquisition date.
The book and fair values of the net assets at date of acquisition were as follows:
                                                                                                                                    Provisional
                                                                                                                                      fair value
                                                                                                                  Book value         to Group
                                                                                                                      £’000               £’000
Intangible assets
Comprising:
Existing customer relationships                                                                                           –             1,348
Software                                                                                                                151               151
Total intangible assets                                                                                                 151             1,499
Property, plant and equipment                                                                                           376               376
Investment in associate                                                                                                 169                64
Deferred income tax assets                                                                                                –               388
Inventories                                                                                                             275               275
Trade and other receivables                                                                                         13,512            12,220
Prepayments                                                                                                              91                91
Cash and short term deposits                                                                                            286               286
Trade and other payables                                                                                           (15,009)          (17,706)
Deferred income                                                                                                        (110)             (110)
Financial liabilities                                                                                                (7,111)           (7,111)
Deferred tax liabilities                                                                                                  –              (405)
Net liabilities                                                                                                      (7,370)         (10,133)
Goodwill arising on acquisition                                                                                                       12,140
                                                                                                                                        2,007
Discharged by:
Cash                                                                                                                                   1,778
Costs associated with the acquisition, settled in cash                                                                                   229
                                                                                                                                       2,007
From the date of acquisition, becom has contributed £12,114,000 to the Group’s revenue and £196,000 to the Group’s profit
after tax.
The provisional fair values include adjustments to the book values to recognise additional accruals for further expected tax liabilities
and to reflect the value of the customer relationships acquired with the business. At acquisition becom held various intercompany
balances with other companies within the Group of which it was a member. As part of the provisional fair value calculations the
Group has made provision against these receivables where it does not expect to recover the amounts due. Deferred tax assets
arise from the timing differences on the other fair value adjustments.
Included in the £12,140,000 of goodwill arising on acquisition are certain intangible assets that cannot be individually separated
and reliably measured from the acquiree due to their nature. These items include the expected value of synergies and an
assembled workforce.
On 27 November 2009 the Group acquired certain assets and liabilities of Thesaurus Computer Services Limited (‘Thesaurus’)
from Thesaurus Computer Services Limited and BDO LLP for a consideration of £900,000. The costs of acquisition amounted
to £10,000. Thesaurus is a private company based in the UK which provides mainframe service solutions.




                                                                                             Computacenter plc Annual Report and Accounts 2009 71
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



16 Business combinations continued
The book and fair values of the assets acquired were as follows:
                                                                                                                                   Provisional
                                                                                                                                     fair value
                                                                                                                      Book value    to Group
                                                                                                                          £’000          £’000
Customer relationships                                                                                                        –         381
Creditors                                                                                                                  (146)       (146)
Deferred income                                                                                                            (779)       (779)
Net liabilities                                                                                                            (925)       (544)
Goodwill arising on acquisition                                                                                               –       1,454
                                                                                                                                        910
Discharged by:
Cash                                                                                                                                     900
Costs associated with the acquisition, settled in cash                                                                                    10
                                                                                                                                         910
From the date of acquisition, Thesaurus has contributed £1,003,000 to the Group’s revenue and £52,000 to the Group’s profit
after tax.
Included in the goodwill of £1,454,000 recognised above are certain intangible assets that cannot be individually separated and
reliably measured from the acquiree due to their nature. These items include the expected value of synergies and an assembled
workforce.
If the acquisitions of becom and Thesaurus had taken place at the beginning of the year, Group revenues for the year would have
been £2,596,314,000 and profit after tax would have been £27,528,000. In the 11 months prior to acquisition becom reported a
loss of £10,330,000.

17 Inventories
                                                                                                                          2009          2008
                                                                                                                          £’000         £’000
Inventories for re-sale                                                                                                67,086      105,831

18 Trade and other receivables
                                                                                                                          2009          2008
                                                                                                                          £’000         £’000
Trade receivables                                                                                                    473,336       527,807
Other receivables                                                                                                      2,310         1,694
                                                                                                                     475,646       529,501
For terms and conditions relating to related party receivables, refer to note 32.
Trade receivables are non-interest bearing and are generally on 30–90 day terms.
Note 24 sets out the Group’s strategy towards credit risk.
The movements in the provision for impairment of receivables were as follows:
                                                                                                                          2009          2008
                                                                                                                          £’000         £’000
At 1 January                                                                                                           13,545       11,518
Charge for the year                                                                                                      7,367        9,708
Utilised                                                                                                                (4,310)      (3,527)
Unused amounts reversed                                                                                                 (5,042)      (6,067)
Foreign currency adjustment                                                                                               (583)       1,913
At 31 December                                                                                                         10,977       13,545
As at 31 December, the ageing analysis of trade receivables is as follows:
                                                       Neither past                      Past due but not impaired
                                                           due nor
                                               Total      impaired    <30 days   30–60 days      60–90 days          90–120 days   >120 days
                                              £’000          £’000       £’000        £’000           £’000                £’000       £’000
2009                                    473,336        393,215        55,281        14,719          6,426               1,977        1,718
2008                                     527,807        412,535        81,635        16,716         9,814               3,616        3,491




72 Computacenter plc Annual Report and Accounts 2009
19 Cash and short-term deposits
                                                                                                                     2009              2008
                                                                                                                     £’000             £’000
Cash at bank and in hand                                                                                        53,017              13,372
Short-term deposits                                                                                             55,000              40,000
                                                                                                               108,017              53,372
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for
varying periods of between one day and three months depending on the immediate cash requirements of the Group, and earn
interest at the respective short-term deposit rates. The fair value of cash and cash equivalents is £108,017,000 (2008:
£53,372,000).
For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise the following at 31 December:
                                                                                                                     2009              2008
                                                                                                                     £’000             £’000
Cash at bank and in hand                                                                                        53,017              13,372
Short-term deposits                                                                                             55,000              40,000
Bank overdrafts (note 21)                                                                                        (3,063)             (6,483)
                                                                                                               104,954              46,889

20 Trade and other payables
                                                                                                                     2009              2008
                                                                                                                     £’000             £’000
Trade payables                                                                                                 229,038            228,113
Other payables                                                                                                 149,891            150,608
                                                                                                               378,929            378,721
Terms and conditions of the above financial liabilities:
For terms and conditions relating to related parties, refer to note 32.
Trade payables are non-interest bearing and are normally settled on net monthly terms.
Other payables, which principally relate to other taxes, social security costs and accruals, are non-interest bearing and have
an average term of three months.




                                                                                           Computacenter plc Annual Report and Accounts 2009 73
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



21 Financial liabilities
                                                                                                               2009           2008
                                                                                                               £’000          £’000
Current
Bank overdrafts                                                                                              3,063          6,483
Other loans – ‘CSF’                                                                                          6,315         27,572
Other loans – ‘Non-CSF’                                                                                      3,605              –
Factor financing                                                                                            14,846         42,280
Current obligations under finance leases – ‘CSF’ (note 22a)                                                 20,718         19,819
Current obligations under finance leases – ‘Non-CSF’ (note 22a)                                                100              –
                                                                                                            48,647         96,154
Non-current
Other loans – ‘CSF’                                                                                            173          6,437
Non-current obligations under finance leases – ‘CSF’ (note 22a)                                             21,849         35,372
                                                                                                            22,022         41,809

a) Bank overdrafts
The bank overdrafts are unsecured and are subject to annual review.
b) Finance leases
The finance leases are only secured on the assets that they finance. These assets are in the main used to satisfy specific customer
contracts. There are a small number of assets that are utilised internally.
c) Other loans
The other loans are unsecured borrowings to finance equipment sold to customers on specific contracts or for equipment
for own use.
Other loans comprise the following:
                                                                          Maturity date                 Interest rate        £’000
31 December 2009
                                                                                  2010                  0%–6.91%            9,696
                                                                                  2011                     7.84%              270
                                                                                  2013               3.95%–4.60%              119
                                                                                  2014               3.09%–4.25%                8
                                                                                                                           10,093
Less: current instalments due on other loans                                                                                9,920
                                                                                                                              173

                                                                            Maturity date                 Interest rate       £’000
31 December 2008
                                                                                  2009                  0%–9.36%           17,569
                                                                                  2010               3.39%–6.38%           15,769
                                                                                  2011                     7.84%              409
                                                                                  2013                3.95%–4.6%              262
                                                                                                                           34,009
Less: current instalments due on other loans                                                                               27,572
                                                                                                                            6,437
The table below summarises the maturity profile of these loans:
                                                                                                               2009           2008
                                                                                                               £’000          £’000
Not later than one year                                                                                      9,920         27,572
After one year but not more than five years                                                                    173          6,437
                                                                                                            10,093         34,009
The finance lease and loan facilities are committed.




74 Computacenter plc Annual Report and Accounts 2009
21 Financial liabilities continued
d) Factor financing
Computacenter UK and Computacenter France have access to factor financing arrangements.
France
Factor financing is in respect of trade debts factored with recourse which represents a proportion of the debts. Under the terms of
the arrangement certain trade debts are sold to the factor who in turn advances cash payments in relation to these debts. Interest
is charged on these amounts on a daily basis at a rate of ECB base rate +0.7 per cent. The Group is not obliged (and does not
intend to) support any losses arising from the assigned debts against which the cash has been advanced. In the event of default in
payment of a debtor, the providers of finance seek repayment of cash advanced only from the remainder of the cash pool of debts
in which they hold an interest; repayment is not required from the Group in any other way.
UK
Factor financing is in respect of trade debts factored with recourse which represents a proportion of the debts. Under the terms of
the arrangement certain trade debts are sold to the factor who in turn advances cash payments in relation to these debts. A non-
utilisation fees is payable at 0.25 per cent of the available facility where the amounts drawn down equate to less than 50 per cent of
said facility. In the event of a default in payment of a debtor the Group is obliged to support losses to the extent of cash advanced
against that debt. In normal circumstances this will be recovered from the cash pool of debts in which they hold an interest. The
Group is obliged to repay any advance of cash in excess of the maximum amount available for draw-down as calculated under the
terms of the agreement.
e) Facilities
At 31 December 2009, the Group had available £100.3 million (2008: £163.4 million) of uncommitted overdraft and factoring
facilities. The Group also had access to a £60.0 million committed facility of which £42.9 million is not utilised as at the balance
sheet date. This facility expires in May 2011.

22 Obligations under leases
a) Finance lease commitments
The Group has finance leases for various items of plant and machinery; these leases have no terms of renewal or purchase options
and escalation clauses. Future minimum lease payments under finance leases together with the present value of the net minimum
lease payments are as follows:
                                                                                        2009                              2008
                                                                                 Minimum Present value             Minimum Present value of
                                                                                 payments   of payments            payments     payments
                                                                                    £’000         £’000               £’000          £’000
Within one year                                                                  22,462          20,818             24,480            19,819
After one year but not more than five years                                      22,848          21,849             37,562            35,372
                                                                                 45,310          42,667             62,042            55,191

b) Operating lease commitments where the Group is lessee
The Group has entered into commercial leases on certain properties, motor vehicles and items of small machinery. There are
no restrictions placed upon the Group by entering into these leases.
Future commitments payable under non-cancellable operating leases as at 31 December are as follows:
                                                                                                                       2009              2008
                                                                                                                       £’000             £’000
Not later than one year                                                                                            35,756            38,922
After one year but not more than five years                                                                        47,993            50,065
More than five years                                                                                               14,574            16,061
                                                                                                                   98,323           105,048

c) Operating lease receivables where the Group is lessor
During the year the Group entered into commercial leases with customers on certain items of machinery. These leases have
remaining terms of between one and five years.
Future amounts receivable by the Group under the non-cancellable operating leases as at 31 December are as follows:
                                                                                                                       2009              2008
                                                                                                                       £’000             £’000
Not later than one year                                                                                            22,948             19,837
After one year but not more than five years                                                                        14,704             35,034
                                                                                                                   37,652             54,871
The amounts receivable are directly related to the finance lease obligations detailed in note 21.




                                                                                             Computacenter plc Annual Report and Accounts 2009 75
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



23 Provisions
                                                                                                                                      Property
                                                                                                                                     provisions
                                                                                                                                         £’000
At 1 January 2009                                                                                                                     11,665
Arising during the year                                                                                                                 3,665
Utilised                                                                                                                               (1,410)
Movement in discount rate                                                                                                                 343
Exchange adjustment                                                                                                                      (456)
At 31 December 2009                                                                                                                  13,807

Current 2009                                                                                                                           2,202
Non-current 2009                                                                                                                      11,605
                                                                                                                                     13,807

Current 2008                                                                                                                          2,100
Non-current 2008                                                                                                                      9,565
                                                                                                                                     11,665
Assumptions used to calculate the property provisions are based on the market value of the rental charges plus any contractual
dilapidation expenses on empty properties and the Directors’ best estimates of the likely time before the relevant leases can be
reassigned or sublet, which ranges between one and seven years. The provisions in relation to the UK properties are discounted
at a rate based upon the Bank of England base rate. Those in respect of the European operations are discounted at a rate based
on Euribor.

24 Financial instruments
An explanation of the Group’s financial instrument risk management objectives, policies and strategies are set out in the Finance
Director’s Review on pages 18 to 21.
Credit risk
The Group principally manages credit risk through management of customer credit limits. The credit limits are set for each
customer based on the creditworthiness of the customer and the anticipated levels of business activity. These limits are initially
determined when the customer account is first set up and are regularly monitored thereafter. The balance of trade receivables
relates to customers for whom there is no recent history of default. In determining the recoverability of the trade receivables, the
Group considers any change in the credit quality of the trade receivables from the date the credit was initially granted up to the
reporting date. The maximum exposure on trade receivables, as at the reporting date, is their carrying value. In France, credit risk is
mitigated through a credit insurance policy which applies to non-Government customers and provides insurance for approximately
50 per cent of the relevant credit risk exposure.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the
Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount
of cash and cash equivalents.
There are no significant concentrations of credit risk within the Group.
Interest rate risk
The Group finances its operations through a mixture of retained profits, bank borrowings, invoice factoring in France and the UK
and finance leases and loans for certain customer contracts. The Group’s bank borrowings, other facilities and deposits are at
floating rates. No interest rate derivative contracts have been entered into. When long-term borrowings are utilised, the Group’s
policy is to maintain these borrowings at fixed rates to limit the Group’s exposure to interest rate fluctuations.
Fair values
The carrying value of the Group’s short-term receivables and payables is a reasonable approximation of their fair values.
The fair value of all other financial instruments carried within the Group’s financial statements is not materially different from
their carrying amount.




76 Computacenter plc Annual Report and Accounts 2009
24 Financial instruments continued
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant,
of the Group’s profit before tax (through the impact on floating rate borrowings). There is no impact on the Group’s equity.
                                                                                                                                             Effect
                                                                                                                          Change          on profit
                                                                                                                          in basis       before tax
                                                                                                                            points           £’000
2009
Sterling                                                                                                                    +25                97
Euro                                                                                                                        +25               (52)

2008
Sterling                                                                                                                    +25                99
Euro                                                                                                                        +25               (92)
The impact of a reasonably possible decrease to the same range shown in the table would result in an opposite impact on the
profit before tax of the same magnitude.
Forward currency contracts
At 31 December 2009 the Group held 61 foreign exchange contracts (2008: 14) as hedges of an inter-company loan and future
expected payments to suppliers. The exchange contracts are being used to reduce the exposure to foreign exchange risk. The
terms of these contracts are detailed below:
31 December 2009
                                         Buy                     Sell              Value of                   Maturity                   Contract
                                    currency                currency              contracts                     dates                       rates
UK
                                      Euros                Sterling            €2,630,000                   Mar 10                     1.1208
                                    Sterling                Dollars            $5,632,000               Jan–Feb 10                1.584–1.615
                                    Sterling               SA rand              R400,500                    Jan 10                    11.9438
                                     Dollars               Sterling            $2,537,000               Jan–Feb 10                1.594–1.668
                                    SA rand                Sterling             R801,000                    Jan 10              11.958–11.978
Germany
                                     Dollars                  Euros          $39,906,000                Jan–Apr 10                   1.435–1.508
                                      Euros                  Dollars          $2,695,000                Jan–Feb 10                   1.460–1.487

31 December 2008
                                          Buy                     Sell               Value of                  Maturity                   Contract
                                     currency                currency               contracts                   dates                        rates
UK
                                      Euros                 Sterling           €7,036,000               Jan–Mar 09                   1.031–1.032
                                     Dollars                Sterling           $5,500,000                   Jan 09                         1.449
Germany
                                     Dollars                  Euros          $15,300,000                      Jan 09                 1.265–1.421

Exchange rate sensitivity
The majority of the transactions in each of the Group’s geographical segments are denominated in the functional currency of that
segment. There are, however, a limited number of transactions where foreign currency exchange risk exists. In these instances the
Group enters into forward currency contracts, as shown in the above table, in order to mitigate such risk. At the end of the year the
fair value of the outstanding contracts was an asset of £726,000 (2008: £644,000 liability).
Other than differences arising from the translation of results of operations outside of the Group’s functional currency, reasonably
foreseeable movements in the exchange rates of +10 per cent or -10 per cent would not have a material impact on the Group’s
profit before tax or equity.




                                                                                                Computacenter plc Annual Report and Accounts 2009 77
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



24 Financial instruments continued
Liquidity risk
The table below summarises the maturity profile of the Group’s financial liabilities as at 31 December based on contractual
undiscounted payments:
                                                       On demand    <3 months   3–12 months     1–5 years      >5 years           Total
                                                            £’000       £’000         £’000        £’000         £’000            £’000
Year ended 31 December 2009
Financial liabilities                                    18,608      11,605        37,399       23,027              –        90,639
Property provisions                                           –         312         1,844        9,345          2,847        14,348
Trade and other payables                                      –     378,929             –            –              –       378,929
                                                         18,608     390,846        39,243       32,372          2,847       483,916

                                                       On demand    <3 months   3–12 months     1–5 years      >5 years            Total
                                                            £’000       £’000         £’000        £’000         £’000            £’000
Year ended 31 December 2008
Financial liabilities                                    48,867      15,254        45,905       44,112              –        154,138
Forward currency contracts                                    –         634             –           10              –            644
Property provisions                                           –         247         1,853        6,304          3,261         11,665
Trade and other payables                                      –     378,721             –            –              –        378,721
                                                         48,867     394,856        47,758       50,426          3,261        545,168

Fair value measurements recognised in the consolidated balance sheet
Financial instruments which are recognised at fair value subsequent to initial recognition are grouped into Levels 1 to 3 based
on the degree to which the fair value is observable. The 3 levels are defined as follows:
•   Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
    or liabilities;
•   Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
    observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
•   Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability
    that are not based on observable market data (unobservable inputs).
At 31 December 2009 the Group had Forward Currency Contracts, which were measured at Level 2 fair value subsequent to initial
recognition, to the value of an asset of £726,000 (31 December 2008: liability of £644,000).
The realised gains from forward currency contracts in the period to 31 December 2009 of £1,370,000, are offset by broadly
equivalent realised losses on the related underlying transactions.

25 Capital management
Computacenter’s approach to capital management is to ensure that the Group has a strong capital base to support the
development of the business and to maintain a strong credit rating, whilst aiming to maximise shareholder value.
In line with this approach the Group has repurchased share capital where it has been enhancing to earnings per share. In 2009,
the Group also purchased a further £0.6 million of shares for use in various employee share schemes.
Consistent with the Group’s aim to maximise return to shareholders, the dividend policy is to maintain a relatively low level of cover
of between 2–2.5 times. In 2009 the cover was 2.5 times, on a pre-exceptional basis (2008: 2.6 times).
Capital is allocated across the Group in order to minimise the Group’s exposure to exchange rates, which has typically resulted
in borrowings in France and Germany with cash on deposit in the UK.
In certain circumstances, the Group enters into customer contracts that are financed by leases, which are secured only on the
assets that they finance, or loans. Whilst the outstanding amounts of this ‘customer-specific financing’ are included within net funds
for statutory reporting purposes, the Group excludes this ‘customer-specific financing’ when managing the net funds of the
business as this outstanding financing is matched by committed future revenues. These financing facilities, which are committed,
are thus outside of the normal working capital requirements of the Group’s product resale and services activities.




78 Computacenter plc Annual Report and Accounts 2009
25 Capital management continued
The measures of net funds that the Group monitors are:
                                                                                                                    2009              2008
                                                                                                                    £’000             £’000
Net funds excluding customer-specific financing                                                                 86,403              4,609
Customer-specific loans                                                                                          (6,488)          (34,009)
Customer-specific finance leases                                                                               (42,567)           (55,191)
Net funds/(debt)                                                                                                37,348            (84,591)
The net funds (excluding customer-specific financing) improved in the year from £4.6 million to £86.4 million by the end of the year.
The rise in net funds ahead of earnings is due to a number of factors. Firstly the sale of the trade distribution business in the UK
released an estimated £30 million working capital; secondly the Group benefited by an estimated £30 million from improved
credit terms with a significant vendor in UK and Germany; cash receipts at the end of December 2009 were stronger than usually
experienced; and finally, there was a benefit of £10 million due to early settlement on a customer contract that is financed by
a customer-specific financing arrangement. The increase in the year is achieved after taking account of investment in the ERP
system in the period of some £11 million.
The Group’s capital base is primarily utilised to finance its fixed assets and working capital requirements. Each operating country
manages working capital in line with Group policies. The Group intends to optimise the use of working capital and improve its cash
flow. In 2009, as a consequence, the UK simplified its organisation and exited the Trade Distribution business.
The key components of working capital, i.e. trade receivables, inventory and trade payables, are managed in accordance with
an agreed number of days targeted in the budget process, in order to ensure efficient capital usage.
An important element of the process of managing capital efficiently is to ensure that each operating country rewards behaviour at
an Account Manager and Account Director level to minimise working capital, at a transactional level. This is achieved by increasing
commission payments for early payment by customers and reduced commission payments for late payment by customers, which
encourages appropriate behaviour.
26 Authorised and issued capital and reserves
                                                                                                                    2009              2008
Authorised                                                                                                          £’000             £’000
A ordinary shares of 6 pence each                                                                              25,000             25,000
B shares of 39 pence each                                                                                      75,000             75,000
                                                                                                              100,000            100,000

A ordinary shares
Issued and fully paid                                                                                           No. ‘000’             £’000
At 1 January 2008                                                                                             158,399               9,504
Purchase of own ordinary shares for cancellation                                                                (5,378)              (323)
At 31 December 2008                                                                                           153,021               9,181
Ordinary shares issued during the year for cash on exercise of share options                                        78                  5
At 31 December 2009                                                                                           153,099               9,186
The holders of A ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at the general meetings of the Company. On a winding up of the Company holders of A ordinary shares may be entitled
to the residual assets of the Company.
The Company has two share option schemes under which options to subscribe for the Company’s shares have been granted
to certain executives and senior employees (note 27).
Share premium
The share premium account is used to record the aggregate amount or value of premiums paid when the Company’s shares
are issued/redeemed at a premium.
Capital redemption reserve
The capital redemption reserve is used to maintain the Company’s capital following the purchase and cancellation of it own shares.
During the year the Company did not repurchase any of its own shares for cancellation (2008: 5,378,000).




                                                                                          Computacenter plc Annual Report and Accounts 2009 79
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



26 Authorised and issued capital and reserves continued
Own shares held
Own shares held comprise the following:
i) Computacenter Employee Share Ownership Plan
Shares in the parent undertaking comprise 4,998,011 (2008: 5,813,066) 6 pence ordinary shares of Computacenter plc purchased
by the Computacenter Employee Share Ownership Plan (‘the Plan’). The number of shares held represents 3.3 per cent (2008:
3.8 per cent) of the Company’s issued share capital.
None of these shares were awarded to executives of the Company under the Computacenter (UK) Limited Cash Bonus and Share
Plan. Options previously awarded are to be held on behalf of employees and former employees of Computacenter (UK) Limited and
their dependants, excluding Jersey residents. The distribution of these shares is dependant upon the trustee holding them on the
employees’ behalf for a restrictive period of three years.
Since 31 December 2002 the definition of beneficiaries under the ESOP Trust has been expanded to include employees who
have been awarded options to acquire ordinary shares of 6p each in Computacenter plc under the other employee share plans
of the Computacenter Group, namely the Computacenter Services Group plc Approved Executive Share Option Plan, the
Computacenter Employee Share Option Scheme 1998, the Computacenter Services Group plc Unapproved Executive Share
Option Scheme, the Computacenter Performance Related Share Option Scheme 1998, the Computacenter Sharesave Plus
Scheme and any future similar share ownership schemes.
All costs incurred by the Plan are settled directly by Computacenter (UK) Limited and charged in the accounts as incurred.
The Plan Trustees have waived the dividends receivable in respect of 4,998,011 shares that it owns which are all
unallocated shares.
ii) Computacenter Qualifying Employee Share Trust (‘the QUEST’)
The total shares held are 730,565 (2008: 743,708), which represents 0.5 per cent of the Company’s issued share capital. All of
these shares will continue to be held by the Quest until such time as the Sharesave options granted against them are exercised.
The market value of these shares at 31 December 2009 was £1,829,000 (2008: £669,000). The Quest Trustees have waived
dividends in respect of all of these shares. During the year the Quest did not subscribe for any new 6p ordinary shares.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries.




80 Computacenter plc Annual Report and Accounts 2009
27 Share-based payments
Executive share option scheme
During the year, options were exercised with respect to 115,000 6 pence ordinary shares at a nominal value of £6,900 at an
aggregate premium of £283,075. No options were exercised in 2008.
Under the Computacenter Employee Share Option Scheme 1998 and the Computacenter Services Group Executive Share
Scheme, options in respect of 1,385,383 shares lapsed.
The numbers of shares under options outstanding at the year-end comprise:
                                                                                                                                        2009                2008
                                                                                                                                      Number             Number
Date of grant                                                                          Exercisable between     Exercise price     outstanding         outstanding
01/04/1999                                                                 01/04/2002–31/03/2009                  565.00p                –             50,620
05/05/1999                                                                 05/05/2002–04/05/2009                  565.00p                –            113,795
24/08/1999                                                                 24/08/2003–23/08/2009                  565.00p                –             13,724
27/09/2000                                                                 27/09/2003–26/09/2010                  380.00p          169,000            214,000
19/09/2001                                                                 19/09/2004–18/09/2011                  245.00p                –             12,244
19/09/2001                                                                 19/09/2005–18/09/2011                  245.00p           50,000             50,000
19/09/2001                                                                 19/09/2006–18/09/2011                  245.00p           50,000             50,000
10/04/2002                                                                 10/04/2005–09/04/2012                  322.00p          203,816            213,816
10/04/2002                                                                 10/04/2005–09/04/2012                  331.00p           45,000             45,000
21/03/2003                                                                 21/03/2006–20/03/2013                  266.50p           62,500             77,500
02/04/2004                                                                 02/04/2007–01/04/2014                  424.00p           45,000            295,000
24/10/2006                                                                 24/10/2009–23/10/2016                  250.00p        1,674,800          2,279,600
17/04/2007                                                                 17/04/2010–16/04/2017                  285.00p          225,200            570,400
23/10/2007                                                                 23/10/2010–22/10/2017                  204.00p                –             40,000
                                                                                                                                 2,525,316          4,025,699

Computacenter Performance Related Share Option Scheme
Under the Computacenter Performance Related Share Option scheme, options granted will be subject to certain performance
conditions as described in the Directors’ Remuneration Report.
During the year 206,367 options lapsed. No options were granted during the course of the year.
At 31 December 2009 the number of shares under outstanding options was as follows:
                                                                                                                                        2009                2008
                                                                                                                                      Number             Number
Date of grant                                                                          Exercisable between     Exercise price     outstanding         outstanding
10/04/2002                                                                 10/04/2005–09/04/2012                  322.00p          189,440             189,440
02/04/2004                                                                 02/04/2007–01/04/2014                  424.00p                –             206,367
                                                                                                                                   189,440             395,807
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of share options for the Executive
Share Option Scheme and the Performance Related Share Option Scheme.
                                                                                                     2009              2009               2008              2008
                                                                                                      No.             WAEP                 No.             WAEP
Executive share option scheme
Outstanding at the beginning of the year1                                                   4,025,699                £2.93        5,588,495               £2.94
Granted during the year                                                                             –                    –           40,000               £1.24
Forfeited during the year                                                                  (1,385,383)               £3.34       (1,602,796)              £2.93
Exercised during the year2                                                                   (115,000)               £2.52                –                   –
Outstanding at the end of the year                                                          2,525,316                £2.72        4,025,699               £2.93

Exercisable at the end of the year                                                          2,300,116                £2.71        1,135,699               £3.86
Notes
1
    Included within this balance are options over 517,816 (2008: 763,199) shares that have not been accounted for under IFRS 2 as the options were granted on
    or before 7 November 2002. These options have not been subsequently modified and therefore do not need to be accounted for in accordance with IFRS 2.
2
    The weighted average share price at the date of exercise for the options exercised is £3.20.




                                                                                                              Computacenter plc Annual Report and Accounts 2009 81
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



27 Share-based payments continued
The weighted average remaining contractual life for the share options outstanding as at 31 December 2009 is 5.7 years
(2008: 6.5 years).
                                                                                                     2009              2009               2008              2008
                                                                                                      No.             WAEP                 No.             WAEP
Computacenter performance related share option scheme
Outstanding at the beginning of the year1                                                      395,807               £3.75        1,197,546               £3.17
Forfeited during the year                                                                     (206,367)              £4.24         (801,739)              £2.88
Outstanding at the end of the year                                                             189,440               £3.22          395,807               £3.75

Exercisable at the end of the year                                                             189,440               £3.22           395,807              £3.75
Notes
1
    Included within this balance are options over 189,440 (2008: 189,440) shares that have not been accounted for under IFRS 2 as the options were granted on
    or before 7 November 2002. These options have not been subsequently modified and therefore do not need to be accounted for in accordance with IFRS 2.

The weighted average remaining contractual life for the share options outstanding as at 31 December 2009 is 2.3 years
(2008: 4.3 years).
Computacenter LTIP Performance Share Plan
Under the Computacenter LTIP Performance Share Plan, shares granted will be subject to certain performance conditions
as described in the Directors’ Remuneration Report.
During the year 3,029,337 (2008: 1,635,160) shares were awarded, 1,216,601 (2008: 177,594) were exercised and 383,260
(2008: 363,146) lapsed.
At 31 December 2009 the number of shares outstanding was as follows:
                                                                                                                                        2009                2008
                                                                                                               Share price at         Number             Number
Date of grant                                                                                 Maturity date     date of grant     outstanding         outstanding
12/04/2006                                                                                  01/04/2009            245.00p                –          1,077,769
10/05/2006                                                                                  01/04/2009            254.00p                –              7,870
17/04/2007                                                                                  01/04/2009            285.25p           35,526            103,539
17/04/2007                                                                                  01/04/2010            285.25p          739,529            896,442
17/03/2008                                                                                  17/03/2010            187.00p          180,347            180,347
17/03/2008                                                                                  01/04/2011            187.00p        1,117,942          1,358,530
13/03/2009                                                                                  13/03/2012            126.50p        1,323,685                  –
13/03/2009                                                                                  13/03/2011            126.50p          156,944                  –
20/03/2009                                                                                  20/03/2012            123.00p        1,500,000                  –
                                                                                                                                 5,053,973          3,624,497
The weighted average share price at the date of exercise for the options exercised is £1.28 (2008: £1.66).
The weighted average remaining contractual life for the options outstanding as at 31 December 2009 is 2.4 years (2008: 1.3 years).
Computacenter Sharesave Scheme
The Company operates a Sharesave Scheme which is available to all employees and full time Executive Directors of the Company
and its subsidiaries who have worked for a qualifying period. All options granted under this scheme are satisfied at exercise by way
of a transfer of shares from the Computacenter Qualifying Employee Share Trust. During the year 585,766 options were granted
with a fair value of £543,319. No options were granted during the year to 31 December 2008.




82 Computacenter plc Annual Report and Accounts 2009
27 Share-based payments continued
Under the scheme the following options have been granted and are outstanding at the year-end:
                                                                                                                                        2009               2008
                                                                                                                                      Number            Number
Date of grant                                                                            Exercisable between      Share price     outstanding        outstanding
October-2003                                                                  01/12/2008–31/05/2009               395.00p                –            108,452
October-2003                                                                  01/12/2008–31/05/2009               417.00p                –              9,165
October-2004                                                                  01/12/2008–31/05/2009               316.00p                –             11,260
October-2004                                                                  01/12/2009–31/05/2010               335.00p           64,421             83,949
October-2005                                                                  01/12/2008–31/05/2009               222.00p                –            459,067
October-2005                                                                  01/12/2010–31/05/2011               222.00p           81,894            100,471
October-2006                                                                  01/12/2009–31/05/2010               254.00p          131,409            200,622
October-2006                                                                  01/12/2011–31/05/2012               254.00p           65,818             95,273
October-2007                                                                  01/12/2010–31/05/2011               178.00p        1,101,273          1,347,508
October-2007                                                                  01/12/2012–31/05/2013               178.00p          570,565            628,130
October-2009                                                                  01/12/2012–31/05/2013               320.00p          407,336                  –
October-2009                                                                  01/12/2014–31/05/2015               320.00p          173,248                  –
                                                                                                                                 2,595,964          3,043,897
The following table illustrates the No. and WAEP of share options for the Sharesave scheme:
                                                                                                      2009             2009               2008             2008
                                                                                                       No.            WAEP                 No.            WAEP
Sharesave scheme
Outstanding at the beginning of the year                                                       3,043,897             £2.13        4,164,980              £2.13
Granted during the year                                                                          585,766             £3.20                –                  –
Forfeited during the year                                                                       (970,622)            £2.36       (1,121,083)             £2.29
Exercised during the year1                                                                        (63,077)           £2.31                –                  –
Outstanding at the end of the year                                                             2,595,964             £2.21        3,043,897              £2.13

Exercisable at the end of the year                                                                 195,830           £2.81          587,944              £2.59
Notes
1
    The weighted average share price at the date of exercise for the options exercised is £2.68.




                                                                                                               Computacenter plc Annual Report and Accounts 2009 83
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



27 Share-based payments continued
The fair value of the Executive Share Option Scheme, the Performance Related Share Option Scheme, the LTIP Performance
Share Plan and Sharesave Scheme plans are estimated as at the date of grant using the Black-Scholes valuation model. The
following table gives the assumptions made during the year ended 31 December 2009 and 31 December 2008:
Sharesave scheme
                                                                        LTIP             LTIP             LTIP
                                                                 performance      performance      performance            SAYE              SAYE
Nature of the arrangement                                          share plan       share plan       share plan         scheme            scheme
Date of grant                                                     20/03/09        13/03/09         13/03/09         29/10/09          29/10/09
Number of instruments granted                                    1,500,000         156,944        1,372,393          409,604           176,162
Exercise price                                                         £nil            £nil             £nil           £3.20             £3.20
Share price at date of grant                                         £1.23           £1.27            £1.27            £2.94             £2.94
Contractual life (years)                                                 3               3                3                3                 5
                                                                 See note 10       See note 9       See note 9
                                                                on page 38 in    on page 38 in    on page 38 in       Three-year          Five-year
                                                                the Directors’   the Directors’   the Directors’   service period    service period
                                                                remuneration     remuneration     remuneration       and savings       and savings
Vesting conditions                                                      report           report           report     requirement       requirement
Expected volatility                                                     n/a              n/a              n/a         53.80%            48.90%
Expected option life at grant date (years)                                3                3                3               3                 5
Risk-free interest rate                                                 n/a              n/a              n/a          2.80%             2.80%
Dividend yield                                                       6.67%            6.48%            6.48%           2.79%             2.79%
Fair value per granted instrument determined at grant date            £0.99            £1.10            £1.02           £0.90             £1.00
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur.
The expected volatility reflects the assumption that the recent historical volatility is indicative of future trends, which may also not
necessarily be the actual outcome.
No other features of the options granted were incorporated into the measurement of fair value.

28 Analysis of changes in net (debt)/funds
                                                                                                                                              At
                                                                 At 1 January      Cash flows        Non-cash          Exchange     31 December
                                                                        2009          in year             flow        differences          2009
                                                                        £’000          £’000            £’000               £’000          £’000
Cash and cash equivalents                                            46,889         58,598                  –             (533)       104,954
Other loans non-CSF                                                       –          (3,705)                –                –           (3,705)
Factor financing                                                    (42,280)        25,600                  –            1,834         (14,846)
Net funds excluding customer-specific financing                       4,609         80,493                  –            1,301          86,403
Customer-specific finance leases                                    (55,191)        21,056            (10,163)           1,731         (42,567)
Customer-specific other loans                                       (34,009)        27,496                  –               25           (6,488)
Total customer-specific financing                                   (89,200)        48,552            (10,163)           1,756         (49,055)
Net (debt)/funds                                                    (84,591)       129,045            (10,163)           3,057          37,348


                                                                                                                                              At
                                                                 At 1 January      Cash flows        Non-cash          Exchange     31 December
                                                                        2008          in year             flow        differences          2008
                                                                        £’000          £’000            £’000               £’000          £’000
Cash and cash equivalents                                             7,266           40,185                –              (562)        46,889
Factor financing                                                    (23,453)         (12,763)               –            (6,064)       (42,280)
Net funds excluding customer-specific financing                     (16,187)          27,422                –            (6,626)         4,609
Customer-specific finance leases                                    (47,642)          25,713          (27,657)           (5,605)       (55,191)
Customer-specific other loans                                       (15,975)         (17,977)               –                (57)      (34,009)
Total customer-specific financing                                   (63,617)           7,736          (27,657)           (5,662)       (89,200)
Net debt                                                            (79,804)          35,158          (27,657)         (12,288)        (84,591)




84 Computacenter plc Annual Report and Accounts 2009
29 Adjusted management cash flow statement
The adjusted management cash flow has been provided to explain how management view the cash performance of the business.
There are two primary differences to this presentation compared to the statutory cash flow statement, as follows:
1) Factor financing is not included within the statutory definition of cash and cash equivalents, but operationally is managed
   within the total net funds/borrowings of the businesses; and
2) Items relating to customer-specific financing are adjusted for as follows:
   a. Interest paid on customer-specific financing is reclassified from interest paid to adjusted operating profit; and
   b. Where customer-specific assets are financed by finance leases and the liabilities are matched by future amounts receivable
      under customer operating lease rentals, the depreciation of leased assets and the repayment of the capital element of
      finance leases are offset within net working capital; and
   c. Where assets are financed by loans and the liabilities are matched by amounts receivable under customer operating lease
      rentals, the movement on loans within financing activities and is also offset within working capital.
                                                                                                                    2009              2008
                                                                                                                    £’000             £’000
Adjusted profit before taxation                                                                                 54,225             43,107
Net finance income                                                                                                 (302)              (963)
Depreciation and amortisation                                                                                   17,695             18,055
Share-based payment                                                                                               2,555              2,525
Working capital movements                                                                                       65,337             16,306
Other adjustments                                                                                                (1,567)              (186)
Adjusted operating cash inflow                                                                                137,943              72,792
Net interest received                                                                                             1,149                659
Income taxes paid                                                                                              (17,500)             (6,052)
Capital expenditure and investments                                                                            (21,294)           (24,313)
Acquisitions and disposals                                                                                       (6,775)                 –
Equity dividends paid                                                                                          (12,514)           (12,021)
Cash inflow before financing                                                                                    81,009             37,117
Financing
Proceeds from issue of shares                                                                                       44                   –
Purchase of own shares                                                                                            (560)             (9,695)
Increase in net funds excluding CSF in the period                                                               80,493             27,422

Increase in net funds excluding CSF                                                                             80,493             27,422
Effect of exchange rates on net funds excluding CSF                                                              1,301              (6,626)
Net funds/(debt) excluding CSF at beginning of period                                                            4,609            (16,187)
Net funds excluding CSF at end of period                                                                        86,403               4,609

30 Capital commitments
At 31 December 2009 and 31 December 2008 the Group held no significant commitments for capital expenditure.
31 Pensions and other post-employment benefit plans
The Group has a defined contribution pension plan, covering substantially all of its employees in the UK. The amount recognised
as an expense for this plan is detailed in note 6.




                                                                                          Computacenter plc Annual Report and Accounts 2009 85
Notes to the consolidated financial statements continued
For the year ended 31 December 2009



32 Related party transactions
During the year the Group entered into transactions, in the ordinary course of business, with related parties. Transactions entered
into are as described below:
Biomni provides the Computacenter e-procurement system used by many of Computacenter’s major customers. An annual
fee has been agreed on a commercial basis for use of the software for each installation. Both PJ Ogden and PW Hulme are
Directors of and have a material interest in Biomni Limited.
The table below provides the total amount of transactions that have been entered into with related parties for the relevant
financial year:
                                                                                 Sales to      Purchases          Amounts           Amounts
                                                                                  related    from related         owed by            owed to
                                                                                  parties         parties   related parties   related parties
                                                                                   £’000           £’000             £’000             £’000
Biomni Limited                                                                       10            925                   –                 –

Terms and conditions of transactions with related parties
Sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and settlement occurs in cash. There have been no guarantees provided
or received for any related party receivables. The Group has not recognised any provision for doubtful debts relating to amounts
owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related
party and the market in which the related party operates.
Compensation of key management personnel (including Directors)
Please refer to the information given in the Directors’ remuneration table in the Directors’ Remuneration Report on page 37 for
details of compensation given to the Group’s key management personnel. There are no other key management personnel.




86 Computacenter plc Annual Report and Accounts 2009
STATEMENT OF DIRECTORS’ RESPONSIBILITIES


The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law
and United Kingdom Generally Accepted Accounting Practice.
Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the
state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements,
the Directors are required to:
•   select suitable accounting policies and then apply them consistently;
•   make judgements and estimates that are reasonable and prudent;
•   state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained
    in the financial statements; and
•   prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
    continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
company’s web site. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.




                                                                                           Computacenter plc Annual Report and Accounts 2009 87
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
COMPUTACENTER PLC

We have audited the Parent Company financial statements of Computacenter plc for the year ended 31 December 2009
which comprise the Company Balance Sheet and the related notes 1 to 12. The financial reporting framework that has been
applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 44, the Directors are responsible for the
preparation of the Parent Company financial statements and for being satisfied that they give a true and fair view. Our responsibility
is to audit the Parent Company financial statements in accordance with applicable law and International Standards on Auditing
(UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes
an assessment of: whether the accounting policies are appropriate to the Parent Company’s circumstances and have been
consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors;
and the overall presentation of the financial statements.
Opinion on financial statements
In our opinion the Parent Company financial statements:
•   give a true and fair view of the state of the Company’s affairs as at 31 December 2009
•   have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•   have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
•   the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies
    Act 2006; and
•   the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent
    with the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in
our opinion:
•   adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not
    been received from branches not visited by us; or
•   the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not
    in agreement with the accounting records and returns; or
•   certain disclosures of Directors’ remuneration specified by law are not made; or
•   we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the Group financial statements of Computacenter plc for the year ended 31 December 2009.




Peter Bateson (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Luton
10 March 2010




88 Computacenter plc Annual Report and Accounts 2009
COMPANY BALANCE SHEET
As at 31 December 2009



                                                                                       2009              2008
                                                                      Note             £’000             £’000
Fixed assets
Intangible assets                                                         2      118,721            127,221
Tangible assets                                                           3       26,947             28,563
Investments                                                               4      159,323            156,746
                                                                                 304,991            312,530
Current assets
Debtors                                                                   5        90,126             90,259
Cash at bank and in hand                                                               17                 13
                                                                                   90,143             90,272

Creditors: Amounts falling due within one year                            6      146,364            135,207
Net current liabilities                                                           (56,221)           (44,935)
Total assets less current liabilities                                            248,770            267,595
Creditors: amounts falling due after more than one year                   7        35,704             44,704
Provisions for liabilities and charges                                    8           436                612
Total assets less liabilities                                                    212,630            222,279

Capital and reserves
Called up share capital                                                   9         9,186              9,181
Share premium account                                                     9         2,929              2,890
Capital redemption reserve                                                9       74,950             74,950
Merger reserve                                                            9       55,990             55,990
Own shares held                                                                    (7,696)            (9,208)
Profit and loss account                                                   9       77,271             88,476
Equity shareholders’ funds                                                       212,630            222,279
Approved by the Board on 10 March 2010




MJ Norris                                 FA Conophy
Chief Executive                           Finance Director




                                                             Computacenter plc Annual Report and Accounts 2009 89
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2009


1 Accounting policies
Basis of preparation
The financial statements of Computacenter plc were approved for issue in accordance with a resolution of the Directors on
10 March 2010. The balance sheet was signed on behalf of the Board by MJ Norris and FA Conophy.
The financial statements are prepared under the historical cost convention and in accordance with the applicable UK
Accounting Standards.
No profit and loss account is presented for the Company as permitted by section 408 of the Companies Act 2006. The profit
after tax for the Company was £826,000 (2008: £38,984,000). There are no other recognised gains or losses other than the
profit for the year.
The Company has taken advantage of the exemption in paragraph 2D(b) of FRS 29 Financial Instruments: Disclosure and has
not disclosed information required by that standard, as the Group’s consolidated financial statements, in which the Company
is included, provide equivalent disclosures for the Group under IFRS 7 Financial Instruments: Disclosures.
Intellectual property
Licences purchased in respect of intellectual property are capitalised, classified as an intangible asset on the balance sheet and
amortised on a straight-line basis over the period of the license, normally 20 years.
Depreciation of fixed assets
Freehold land is not depreciated. Depreciation is provided on all other tangible fixed assets at rates calculated to write off the cost,
less estimated residual value, of each asset evenly over its expected useful life, as follows:
Freehold land and buildings                                         25 years

Investments
Fixed asset investments are shown at cost less provision for impairment. In addition, subsequent to the adoption of UITF Abstract
41, investments in subsidiaries also include the FRS 20 cost of share-based payments.
Impairment of assets
The carrying values of assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value
may not be recoverable.
Foreign currencies
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are
taken to the profit and loss account.
Share-based payment transactions
The expense for share-based payments is recognised in the subsidiary companies employing the relevant employees. The
Company records a corresponding increase in its investments in subsidiaries with a credit to equity which is equivalent to the
FRS 20 cost in the subsidiary undertakings.
Taxation
Corporation tax payable is provided on taxable profits at the current tax rate. Where Group relief is surrendered from other
subsidiaries in the Group, the Company is required to pay to the surrendering company an amount equal to the loss surrendered
multiplied by the current tax rate.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where
transactions or events that result in an obligation to pay more, or a right to pay less, tax in the future have occurred at the balance
sheet date.
Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in periods in which timing
differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.




90 Computacenter plc Annual Report and Accounts 2009
2 Intangible assets
                                                                                                                                  Intellectual
                                                                                                                                    property
                                                                                                                                        £’000
Cost
At 1 January 2009 and 31 December 2009                                                                                          169,737

Amortisation
At 1 January 2009                                                                                                                  42,516
Charge in the year                                                                                                                  8,500
At 31 December 2009                                                                                                               51,016

Net book value
At 31 December 2009                                                                                                             118,721
At 31 December 2008                                                                                                              127,221

3 Tangible assets
                                                                                                                               Freehold land
                                                                                                                               and buildings
                                                                                                                                      £’000
Cost
At 1 January 2009 and 31 December 2009                                                                                            42,350

Depreciation
At 1 January 2009                                                                                                                  13,787
Charge in the year                                                                                                                  1,616
At 31 December 2009                                                                                                               15,403

Net book value
At 31 December 2009                                                                                                               26,947
At 31 December 2008                                                                                                                28,563

4 Investments
                                                                          Investments          Loans to
                                                                          in subsidiary       subsidiary
                                                                         undertakings       undertakings       Investment               Total
                                                                                £’000             £’000             £’000              £’000
Cost
At 1 January 2009                                                         225,501               2,754                 25        228,280
Additions                                                                     431                   –                  –            431
Share-based payments                                                        2,555                   –                  –          2,555
At 31 December 2009                                                       228,487               2,754                 25        231,266
Amounts provided
At 1 January 2009                                                          68,755               2,754                 25          71,534
During the year                                                               409                   –                  –             409
At 31 December 2009                                                        69,164               2,754                 25          71,943

Net book value
At 31 December 2009                                                       159,323                     –                 –       159,323
At 31 December 2008                                                        156,746                    –                 –        156,746
Details of the principal investments at 31 December in which the Company holds more than 20 per cent of the nominal value
of ordinary share capital are given in the Group accounts in note 15.




                                                                                          Computacenter plc Annual Report and Accounts 2009 91
Notes to the Company financial statements continued
For the year ended 31 December 2009



5 Debtors
                                                                                                          2009             2008
                                                                                                          £’000            £’000
Amount owed by subsidiary undertaking                                                                  90,000           90,000
Other debtors                                                                                             126              259
                                                                                                       90,126           90,259

6 Creditors: amounts falling due within one year
                                                                                                          2009             2008
                                                                                                          £’000            £’000
Amount owed to subsidiary undertaking                                                                 145,853         135,207
Accruals                                                                                                  137               –
Corporation tax                                                                                           374               –
                                                                                                      146,364         135,207

7 Creditors: amounts falling due after more than one year
                                                                                                          2009             2008
                                                                                                          £’000            £’000
Deferred income                                                                                        35,704           44,704

8 Provisions for liabilities and charges
                                                                                                                        Deferred
                                                                                                                        taxation
                                                                                                                          £’000
At 1 January 2009                                                                                                          612
Capital allowances in advance of depreciation                                                                              (176)
At 31 December 2009                                                                                                        436
The deferred tax balance all relates to capital allowances in advance of depreciation.
9 Reconciliation of shareholders’ funds and movements on reserves
                                                                      Capital       Own                    Profit           Total
                                             Share        Share   redemption      shares    Merger      and loss    shareholders’
                                             capital   premium        reserve       held    reserve     account            funds
                                             £’000        £’000         £’000      £’000      £’000       £’000            £’000
At 1 January 2008                          9,504       2,890       74,627       (9,419)    55,990      68,596        202,188
Exercise of options                            –           –            –          298          –           –            298
Total recognised gains
and losses in the year                            –          –             –          –          –     38,984           38,984
Purchase of own shares                            –          –             –     (9,695)         –          –            (9,695)
Share options granted to
employees of subsidiary
companies                                       –          –            –             –         –         2,525         2,525
Cancellation of own shares                   (323)         –          323         9,608         –        (9,608)            –
Equity dividends                                –          –            –             –         –      (12,021)       (12,021)
At 31 December 2008                        9,181       2,890       74,950       (9,208)    55,990      88,476        222,279
Shares issued                                   5         39            –             –         –             –            44
Exercise of options                             –          –            –         2,072         –        (2,072)            –
Total recognised gains
and losses in the year                            –          –             –          –          –         826              826
Purchase of own shares                            –          –             –       (560)         –           –             (560)
Share options granted to
employees of subsidiary
companies                                      –           –            –            –          –        2,555          2,555
Equity dividends                               –           –            –            –          –      (12,514)       (12,514)
At 31 December 2009                        9,186       2,929       74,950       (7,696)    55,990      77,271        212,630




92 Computacenter plc Annual Report and Accounts 2009
10 Contingent liabilities
The Company has given a guarantee in the normal course of business to a supplier of a subsidiary undertaking for an amount
not exceeding £6,715,000 (2008: £24,451,000), and to a customer of a subsidiary undertaking for an amount not exceeding
£13,333,00 (2008: £14,507,000).
The Company has provided cross guarantees in respect of certain bank loans and overdrafts of its subsidiary undertakings.
The amount outstanding at 31 December is £3,063,000 (2008: £6,483,000).
11 Related party transactions
The Company has taken the exemption in FRS 8 not to disclose transactions with other Group Companies.
The Company has not traded with any of the related parties disclosed in note 32 of the Group accounts.
12 Auditors’ remuneration
All auditors’ remuneration is borne by Computacenter (UK) Ltd, a fully-owned UK subsidiary of the Company.




                                                                                       Computacenter plc Annual Report and Accounts 2009 93
GROUP FIVE YEAR FINANCIAL REVIEW
Year ended 31 December


                                                                                       2005               2006               2007               2008              2009
                                                                                        £m                 £m                 £m                 £m                 £m
Revenue                                                                           2,285.2            2,269.9            2,379.1            2,560.1            2503.2
Adjusted* operating profit                                                           28.9               33.3                41.7              42.1              53.9
Adjusted* profit before tax                                                          35.7               38.0                42.7              43.1              54.2
Profit for the year                                                                  20.4               18.9                28.9              37.3              37.7
Adjusted* diluted earnings per share                                                11.8p              13.8p              18.5p              21.0p             27.7p
Net cash/(debt) excluding CSF                                                       101.0               29.4               (16.2)              4.6              86.4
Year-end headcount                                                                  9,370              9,328              9,877            10,220             10,296
*   Before amortisation of acquired intangibles and exceptional items. Adjusted operating profit is stated after charging finance costs on customer-specific financing.
    In 2008 and 2009 adjusted diluted EPS also excludes the effects of exceptional items within the tax charge for the year.



GROUP SUMMARY BALANCE SHEET
Year ended 31 December
                                                                                       2005               2006               2007               2008              2009
                                                                                        £m                 £m                 £m                 £m                 £m
Tangible assets                                                                        81.6               84.9             116.4              123.3             105.3
Intangible assets                                                                       9.5                9.9               45.2               51.6              73.0
Investments                                                                             0.3                  –                   –                  –                –
Deferred tax asset                                                                      5.5                6.2                 8.2              16.7              16.4
Inventories                                                                          100.2                94.6             110.5              105.8               67.1
Trade and other receivables                                                          383.0              427.3              454.2              529.5             475.6
Prepayments and accrued income                                                         63.5               50.4               61.4               97.7              85.3
Forward currency contracts                                                              0.2                0.1                (0.4)              (0.6)             0.7
Cash                                                                                 164.8                77.9               29.2               53.4            108.0
Current liabilities                                                                 (461.9)            (459.8)            (496.1)            (602.6)           (557.5)
Non-current liabilities                                                               (16.0)             (26.4)             (50.4)             (53.6)            (35.5)
Net assets                                                                           330.7              265.2              278.1              321.1             338.6




94 Computacenter plc Annual Report and Accounts 2009
Financial calendar


Title                            date
Dividend record date             19 March 2010
Dividend payment date            1 April 2010
AGM                              14 May 2010
Interim results announcement     27 August 2010
Dividend record date             17 September 2010

Dividend payment date            15 October 2010




                                                                                      Overview
                                                                                      Business review
                                                                                      Governance
                                                                                      Financial statements




                               Computacenter plc Annual Report and Accounts 2009 95
corporaTe inFormaTion

Board of directors                                     principal Bankers             principal offices
Greg Lock (Non-Executive Chairman)                     Barclays Bank plc             UK and Group Headquarters
Mike Norris (Chief Executive)                          PO Box 544                    Computacenter
Tony Conophy (Finance Director)                        54 Lombard Street             Hatfield Avenue
Cliff Preddy (Senior Independent Director)             London                        Hatfield
Philip Hulme (Non-Executive Director)                  EC3V 9EX                      Hertfordshire
Ian Lewis (Non-Executive Director)                     United Kingdom                AL10 9TW
Peter Ogden (Non-Executive Director)                   Tel: +44 (0) 845 755 5555     United Kingdom
John Ormerod (Non-Executive Director)                                                Tel: +44 (0) 1707 631000
                                                       auditors                      Fax: +44 (0) 1707 639966
company Secretary                                      Ernst & Young LLP
Stephen Benadé                                         400 Capability Green          Belgium
                                                       Luton                         Computacenter NV/SA
registered office                                                                    Ikaroslaan 31
                                                       LU1 3LU
Hatfield Avenue                                                                      B-1930 Zaventem
                                                       United Kingdom
Hatfield                                                                             Belgium
                                                       Tel: +44 (0) 1582 643000
Hertfordshire                                                                        Tel: +32 (0) 2 704 9411
AL10 9TW                                               Stockbrokers and investment   Fax: +32 (0) 2 704 9595
United Kingdom                                         Bankers
Telephone: +44 (0) 1707 631000                         HSBC Investment Bank plc      France
                                                       Level 18                      Computacenter France SA
registrar and Transfer office                                                        150 rue de la Belle Etoile
                                                       8 Canada Square
Equiniti                                                                             ZI Paris Nord 2
                                                       London
Aspect House                                                                         BP 52387
                                                       E14 5HQ
Spencer Road                                                                         95943 Roissy CDG Cedex
                                                       United Kingdom
Lancing                                                                              France
                                                       Tel: +44 (0) 20 7991 8888
BN99 6FE                                                                             Tel: +33 (0) 1 48 17 41 00
United Kingdom                                         Credit Suisse                 Fax: +33 (0) 1 70 73 42 22
Tel: +44 (0) 871 384 2074                              One Cabot Square
                                                       London                        Germany
(Calls to this number are charged at 8p                                              Computacenter AG & Co. oHG
                                                       E14 4QJ
per minute from a BT landline. Other                                                 Europaring 34-40
                                                       United Kingdom
telephony providers’ cost may vary).                                                 50170 Kerpen
                                                       Tel: +44 (0) 20 7888 8888
                                                                                     Germany
                                                       Solicitors                    Tel: +49 (0) 22 73 / 5 97 0
                                                       Linklaters                    Fax: +49 (0) 22 73 / 5 97 1300
                                                       One Silk Street
                                                       London                        Luxembourg
                                                       EC2Y 8HQ                      Computacenter PSF SA
                                                       United Kingdom                Rue des Scillas 45
                                                       Tel: +44 (0) 20 7456 2000     L-2529 Howald
                                                                                     Luxembourg
                                                       company registration number   Tel: +352 (0) 26 29 11
                                                       3110569                       Fax: +352 (0) 26 29 1 815
                                                       internet address              Netherlands
                                                       Computacenter Group           Computacenter N.V.
                                                       www.computacenter.com         Beech Avenue 54-80
                                                                                     1119 PW, Schiphol-Rijk
                                                                                     The Netherlands
                                                                                     Tel: +31 (0) 20 658 6800
                                                                                     Fax: +31 (0) 20 658 6111
                                                                                     South Africa
                                                                                     Building 3
                                                                                     Parc du Cap
                                                                                     Mispel Road
                                                                                     Bellville, 7535
                                                                                     South Africa
                                                                                     Tel: +27 (0) 21 957 4900
                                                                                     Fax: +27 (0) 21 948 3135
                                                                                     Spain
                                                                                     Computacenter Services (Iberia) S.L.U.
                                                                                     C/Balmes 236
                                                                                     08006 Barcelona
                                                                                     Spain
                                                                                     Tel: +34 (0) 936 207 000
                                                                                     Fax: +34 (0) 936 207 040




96 Computacenter plc Annual Report and Accounts 2009
534.7

    605.0

        684.3

            740.0




                                                         100%




                    Printed on Cocoon Offset which is made
                    from 100% recycled fibres sourced only
                    from post consumer waste. Cocoon
                    Offset is certified according to the rules
                    for the Forest Stewardship Council.
                    Designed by luminous.co.uk
Computacenter plc Annual Report and Accounts 2009




Computacenter (UK) Ltd
Hatfield Avenue
Hatfield
Hertfordshire
AL10 9TW
United Kingdom
Tel: +44 (0) 1707 631000
Fax: +44 (0) 1707 639966
E&OE. All trademarks acknowledged.
© 2010 Computacenter.
All rights reserved.
www.computacenter.com

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Computacenter Anual Report 2009

  • 1. Computacenter plc Annual Report and Accounts 2009 Pleased, but not satisfied.
  • 2. Key metRiCs Revenue Adjusted diluted earnings per share £ 2.50bn 27.7p Adjusted profit before tax total dividend per share £ 54.2m 11.0p Who we are Computacenter is a leading it infrastructure services provider. We add value to our customers by advising on it strategy, deploying appropriate technologies, and managing elements of their infrastructures on their behalf. Our mission to deliver it services and solutions that enable our customers to achieve their goals. Our strategy Our strategy is to achieve long-term earnings growth. to help measure our success, we have five key strategic initiatives against which to benchmark our performance. see over page for performance against strategic objectives.
  • 3. PerFOrmance hiGhliGhts Overview Revenue £bn Adjusted* operating profit £m 02 International operations at a glance 04 Chairman’s statement 2006 2.26 2006 33.3 2007 2.38 2007 41.7 2008 2.56 2008 42.1 2009 2.50 2009 53.9 -2.2% +27.9% Overview Business review Adjusted* diluted earnings per share p Total dividend per share p 05 Operating review 17 Market overview 2006 13.8 2006 7.5 18 Finance Director’s review 22 Risk management 2007 8.0 24 Corporate sustainable development 2007 18.5 2008 21.0 2008 8.2 2009 27.7 2009 11.0 Business review +31.9% +34.1% Financial performance Governance 28 Board of Directors • Group revenues decreased 2.2 per cent to £2.50 billion (2008: £2.56 billion) 29 Corporate governance statement 34 Directors’ remuneration report • Adjusted* profit before tax increased 25.8 per cent to £54.2 million 40 Directors’ report (2008: £43.1 million) • Adjusted* diluted earnings per share increased 31.9 per cent to 27.7 pence (2008: 21.0 pence) • Additional interim dividend of 8.0 pence, in lieu of final dividend, bringing the total dividend for the year to 11.0 pence (2008: 8.2 pence) • Net cash prior to customer specific financing (CSF) was £86.4 million Governance (2008: £4.6 million) statutory performance • Profit before tax increased 22.4 per cent to £48.4 million (2008: £39.5 million) • Diluted EPS increased 2.9 per cent to 24.9 pence (2008: 24.2 pence) • Net funds after CSF was £37.3 million (2008: net debt of £84.6 million) Operating highlights Financial statements 45 Independent auditors’ report • Group annual services contract base grew over 9 per cent to £503.6 million, 46 Consolidated income statement at constant currency 47 Consolidated statement of • Contract wins and extensions included Produban (Santander Group IT Business), comprehensive income 48 Consolidated balance sheet Threadneedle, BP, Schroders and Severn Trent Water 49 Consolidated statement of changes • Operating expenses reduced by over £30 million, in constant currency in equity Financial statements • Successful exit of trade distribution business which freed circa £20 million 50 Consolidated cash flow statement 51 Notes to the consolidated financial of working capital statements • Two acquisitions made during the year; Thesaurus Computer Services in UK 87 Statement of Directors’ responsibilities 88 Independent auditors’ report and becom in Germany 89 Company balance sheet • Group-wide ERP project remains on track 90 Notes to the Company financial statements 94 Group five year financial review 94 Group summary balance sheet 95 Financial calendar * Adjusted for exceptional items and amortisation of acquired intangibles. Adjusted operating profit is also stated after 96 Corporate information charging finance costs on CSF, and prior to the transfer of internal ERP implementation costs between segments. Computacenter plc Annual Report and Accounts 2009 1
  • 4. stRAtegy And peRfORmAnCe 2009 strategic Accelerating improving the objectives the growth of efficiency of our our contractual service operations services businesses progress against In 2009 our Group contract base grew by 9 per cent in constant currency; Our investment in common solutions and approaches continues to help us 2009 strategic in a difficult economic environment, customers continued to turn to improve service efficiency and lower costs for customers. In the UK, the Shared objectives Computacenter for contracted services. Services Factory (SSF) helped us further standardise customer engagement in 2009 and ensure we deliver value to our customers beyond simply meeting defined service levels. Progress is being made with similar shared resource initiatives across the Group. In addition, we are making investments in our off-shore delivery capability to take advantage of lower costs available, such as in South Africa. Key performance Increase contract base in constant currency £m Increase services revenue per service head (£’000/head) indicators 2006 347 2006 534.7 84 2007 418 2007 605.0 87 2008 462 2008 684.3 88 2009 504 2009 740.087 +9.0% -1.2% 2010 strategic Accelerating Reducing cost objectives the growth of through increased our contractual efficiency and services industrialisation businesses of our services operations
  • 5. maximising the extending our Reducing the return on working presence in cost of sale in capital and freeing markets that offer our supply chain working capital greatest growth activities where not opportunity optimally used In 2009, following the partial exit of trade Following the decision to refocus our In light of the challenges presented distribution in the UK in late 2008, we efforts on the sale of our full service by the economic environment, we took the decision to complete our exit proposition and higher end product sales increased our focus on overlay cost from the trade distribution activity with the to organisations of more than 500 seats, reduction across our geographies, sale of the remaining server and storage we have seen a revenue reduction of 2.2 particularly in the UK where SG&A CCD business. This is expected to per cent, against a challenging economic reduced by £22 million (13.3 per cent). generate cash of circa £20 million, backdrop. However this is ahead of the This was achieved through: the exit from which can be invested in the Group’s overall market position; the total IT market CCD; the withdrawal from our focus on core business. for Western Europe declined by 4% in product sales to mid-market customers; constant currency.* streamlining of the UK management During the year we’ve placed significant structure and de-layering process. focus on all the key areas of working capital management which collectively We also continued to benefit from across the Group have resulted, prior previous e-commerce investments in to CSF, in a net cash improvement from our supply chain activities to reduce £4.6 million to net cash of £86.4 million. the unit cost of processing product sales transactions. Increase adjusted operating Increase services revenue Decrease net operating expenses cashflow £m in constant currency £m in constant currency £m 2006 24 534.7 2006 534.7 614 2006 298 2007 38 605.0 2007 605.0 693 2007 318 2008 79 684.3 2008 684.3 728 2008 684.3 326 2009 740.0 142 2009 740 740.0 2009 740.0 292 +79.6% +1.7% +10.5% maximising the growing our profit ensuring the return on working margin through successful capital and freeing increased services implementation working capital and high-end of the group-wide where not product sales eRp system optimally used *Adapted from Gartner IT Market Databook, December 2009 and IT Services Europe Forecast Database, December 2009.
  • 6. internatiOnal OPeratiOns at a Glance Computacenter operates in 5 Group revenue by business type the UK, Germany, France, 1 1. Personal systems 23% Desktop, laptop, monitor, and the Benelux countries, printers, peripherals, consumables. as well as providing 4 2. Datacentre & networking 26% transnational services across Intel and Unix servers, storage, networking and security. the globe. Its activities are 3. software product 14% supported by service centres 4. services 31% in the UK, Germany, France, 2 Professional, support and managed Spain, South Africa and 3 services delivered by Computacenter. Malaysia. 5. third party services 6% Third party resold services. United Kingdom % of Group revenue Financial highlights 49% revenue £1,226.9m adjusted* operating profit £37.8m Germany % of Group revenue Financial highlights 37% revenue £930.7m adjusted* operating profit £19.6m France % of Group revenue Financial highlights 13% revenue £319.4m adjusted* operating loss -£2.7m Benelux % of Group revenue Financial highlights 1% revenue £26.2m adjusted* operating loss -£0.8m 2 Computacenter plc Annual Report and Accounts 2009
  • 7.  computacenter coverage • computacenter service centres Hatfield, UK Leeds, UK Manchester, UK Milton Keynes, UK Nottingham, UK Romford, UK Warrington, UK Erfurt, Germany Kerpen, Germany Overview Paris, France Barcelona, Spain Cape Town, South Africa Kuala Lumpur, Malaysia highlights contract wins revenue by business type • Adjusted* operating profit increased by 27.8 • New managed service contracts with: a retail 5 1. Personal systems 18% per cent to £37.8 million (2008: £29.6 million) bank; Schroders; Threadneedle; NHS Oldham; 1 2. Datacentre & • Ongoing revenue fell by 7.3 per cent in 2009 Produban (Santander Group IT business) Networking 30% 3. Software product 17% to £1.14 billion (2008: £1.23 billion) and BT 4 4. Services 29% • Long-term contractual revenue grew by • Professional services wins include: a leading 5. Third party services 6% 6 per cent whilst professional services revenue financial services group; a major supermarket 2 declined by 6.8 per cent chain and Severn Trent Water Business review • Reduction in operating expenses by £22 million • Product win for: BP 3 • Acquired IBM mainframe specialist, Thesaurus Computer Services Limited (TCS) highlights contract wins revenue by business type • Adjusted* operating profit growth of 21.9 • Managed services contracts with EADS Astrium 5 1. Personal systems 22% per cent to €22.0 million (2008: €18.0 million) • Onsite services and logistics support for BASF 1 2. Datacentre & • Managed services contract base grew by IT services Networking 27% 3. Software product 9% 8.4 per cent to €266.8 million • Datacentre optimisation win for a leading 4 4. Services 36% • Acquired systems provider becom manufacturer of brake parts 5. Third party services 6% Informationssysteme GmbH (‘becom’) 2 3 highlights contract wins revenue by business type • Adjusted* operating loss of €3.1 million (2008: €2.1 million) • Desktop support contract with Conseil Regional Midi-Pyrénées 5 1. Personal systems 47% 2. Datacentre & Governance 4 • Revenue declined by 7.6 per cent to • Managed services contract with Electricité Networking 12% 3. Software product 19% €358.7 million (2008: €388.0 million) Réseau Distribution France 4. Services 18% • Services revenues grew by 10.2 per cent in local • Datacentre maintenance win for SPEIG 1 5. Third party services 4% currency, now representing 18.4 per cent of the • Software licensing contract with: Airbus France 3 total business and a Global contract with GDF-SUEZ • Simplified management structure resulted 2 in an 11.6 per cent reduction in operating expenses in local currency highlights contract wins revenue by business type Financial statements • Adjusted* operating loss of €851,000 in 2009 • International contract with leading 5 1. Personal systems 34% (2008: €120,000) biotechnology firm covering the supply 2. Datacentre & of hardware and software Networking 13% • Overall revenues declined by 22.1 per cent in 1 3. Software product 11% local currency 4 4. Services 40% 5. Third party services 2% 2 3 * Adjusted operating profit is stated after charging finance costs on CSF, and prior to the transfer of internal ERP implementation costs between segments. Computacenter plc Annual Report and Accounts 2009 3
  • 8. chairman’s statement “at computacenter we provide services to our customers that save them money and help them be more productive. in pursuit of this we made good progress in 2009.” At Computacenter we provide services to Results for the year are pleasing. to please our customers and improve our customers that save them money and Adjusted* profit before tax increased profitability, maximise the use of working help them be more productive. In pursuit by 25.8 per cent to £54.2 million. Net capital and fulfil our people’s talent of this we made good progress in 2009. funds before customer specific financing and ambition. We set out to enhance our profitability, increased by £81.8 million to £86.4 I thank the people of Computacenter for optimise the use of working capital and million. The ERP implementation is on their hard work and commitment to our improve our cash flow. We invested in our plan and budget. Our customers gave us Company and our customers for their people, processes and systems, whilst high and improved satisfaction ratings in support and, above all, their business. significantly reducing the overall cost base independent surveys and an increasing We are pleased with our progress but within the Group. Our organisation was share of their business. We invested some not satisfied that we have exploited our simplified, we exited our trade distribution £20 million in our business in 2009, a potential to the full. businesses, and bought Thesaurus in the sum which includes the ERP project and UK and becom in Germany. Our services at the same time reduced the cost base contribution saw improvement in all three by more than £30 million on a constant major geographic markets, focus on our currency basis. target markets was sharpened and we We face the future encouraged by this continued to invest in the implementation progress and optimistic for our prospects of our Group-wide ERP system. Greg lock ahead, in particular with an annualised chairman service contract base of over £500 million. We have won a number of major new contracts and have a solid retention of existing customers. Competition is fierce and we must continuously improve our performance in order to win in the market place; the economic environment remains uncertain and our job is to help our customers address this, while improving our own business. We are seeing a continued shift in our market to ‘multi sourcing’ of service offerings and ‘single sourcing’ of product offerings, independent of the hardware and software makers. We are well positioned to address these shifts as we strive *Adjusted profit before tax is stated prior to amortisation of acquired intangibles and exceptional items. 4 Computacenter plc Annual Report and Accounts 2009
  • 9. OPeratinG mike norris review chief executive Overview Business review “we enter 2010 in good shape, with a lower cost base, having secured our largest project to date. we believe that the investments we are making in our business, together with our strong balance sheet, positions the Group well to take advantage of market opportunities, which means we are well placed to capture further opportunities and market share.” Governance Computacenter has delivered a strong Group revenue declined in 2009 by profit performance in 2009. Group 2.2 per cent to £2.50 billion (2008: adjusted* profit before tax grew by 25.8 £2.56 billion). Part of this decline was per cent to £54.2 million (2008: £43.1 as a result of our strategic decision to million). Excluding the effects of a stronger exit trade distribution; however revenue Euro, Group adjusted* profit before tax benefited from a strong Euro. Excluding increased by 22.3 per cent. Primarily these two opposing effects revenue due to this increased profitability and a declined by 4.9 per cent. As reported, Financial statements reduced tax rate, the Group’s adjusted* Group services revenue increased by diluted earnings per share (EPS) grew 8.1 per cent but particularly pleasing was 31.9 per cent to 27.7 pence (2008: 21.0 the 12.2 per cent increase in long-term pence). On a statutory basis, taking contractual revenues. The Group annual into account amortisation of acquired services contract base stood at £503.6 *Adjusted profit before tax, income tax expense and EPS intangibles and exceptional items, Group million at the end of the year, an increase are stated prior to amortisation of acquired intangibles profit before tax increased 22.4 per cent of 3.9 per cent over 31 December 2008 and exceptional items. Adjusted operating profit is also to £48.4 million (2008: £39.5 million) and or 9.0 per cent in constant currency. stated after charging finance costs on CSF, and prior to the transfer of internal ERP implementation costs diluted EPS increased by 2.9 per cent to between segments. 24.9 pence (2008: 24.2 pence). Computacenter plc Annual Report and Accounts 2009 5
  • 10. Operating review continued We reduced operating expenses by over The increase in the Group’s annual £30 million in constant currency and as services contract base is clear a result the Group incurred exceptional evidence that customers are turning to costs as it restructured its workforce and Computacenter to help them reduce vacated the related property. Additionally, their operating costs. Our offerings the disposal of our trade distribution continue to gain momentum in the market division (CCD) in November 2009, as customers choose to selectively generated an exceptional profit of outsource IT infrastructure support, £1.9 million, net of goodwill written rather than opting for a comprehensive off. The net effect of these exceptional IT outsourcing contract or undertake items is a charge of £5.3 million. the work in-house. Our balance sheet has strengthened To meet this growing demand for our considerably. At the end of the year net datacentre and distributed services we cash prior to customer specific financing have continued to invest in our assets (CSF) was £86.4 million (2008: net cash and people during 2009. We have of £4.6 million). Including CSF net funds increased our service desk capacity in were £37.3 million (2008: net debt of Milton Keynes, Hatfield, Erfurt, Barcelona £84.6 million). This material improvement and Cape Town as well as establishing in our cash position was primarily due a new helpdesk facility outside of Paris. to increased profitability, the sale of our The enhancements we have made to distribution division, prudent working our customer facing systems and tools, capital management and is largely which enable better workflow within sustainable. However, the figures are IT departments, have caused a strong flattered by approximately £30 million due increase in use by our customers. We to the extended credit terms of one of our now have as many customer employees major vendors which have been made using our software tools as our own staff. available to all of their business partners. We have successfully transitioned a These terms are likely to return to normal number of existing customers to our in the second half of 2010. new datacentre facility in Manchester. The Board has decided to pay an We received the award for Datacentre additional interim dividend of 8 pence Team of the Year after migrating more in lieu of a final dividend, bringing the than 1,000 devices without any business total dividend for the year to 11 pence interruption, resulting in 100 per cent (2008: 8.2 pence). The increase in positive customer feedback. Additionally, dividend is broadly consistent with our in the datacentre area we have made a stated policy of maintaining dividend significant enhancement to the Group’s cover within our target range of 2 to offering by investing in a new facility in 2.5 times. The dividend will be paid Romford in the UK, which opened in on 1 April 2010 to shareholders on the early 2010. This is the first datacentre register as at 19 March 2010. outsourcing facility in Europe that will be certified to the highest level of security and reliability, Tier IV. 6 Computacenter plc Annual Report and Accounts 2009
  • 11. Overview Business review Governance “Business expansion had left us with a disparate telephone system that was inefficient and expensive. computacenter helped us deploy an iP-based unified communications solution that enhanced business agility, staff collaboration and the customer experience. Financial statements By consolidating our communications systems and support with computacenter, we will also be able to save at least £1 million over the next 10 years.” Martin Schofield, Retail Operations Manager, Harvey Nichols Computacenter plc Annual Report and Accounts 2009 7
  • 12. Operating review continued We announced a year ago that the The sale of CCD to Ingram Micro was Group had embarked on a major ERP finalised in November, completing our implementation project. The project exit from the trade distribution market. remains on track and within the capex This disposal frees up approximately budget of £32 million of which £22 £20 million of working capital of which million had been spent by the end of £15 million was realised in 2009. It will 2009. We are scheduled to roll out the have a negative impact on the Company’s new system in Germany in the second profitability of approximately £1.0 million half of 2010 and in the UK in the first in 2010. half of 2011 with other Group countries following closely behind. There will be United Kingdom a net cost to the profit and loss in the second half of 2010 and the first half of Revenue £1,226.9m 2011 as the cost savings that we expect to achieve from the new implementation, will only be available to us once our two major countries have gone live. In Adjusted* operating profit addition to the cost saving benefits, we believe the new system will enable us to create greater efficiencies in many of the Group’s activities and improve our competitiveness. £37.8m Excluding the effects of the exit from trade distribution, UK revenues fell by 7.3 per The Group made two acquisitions in cent in 2009 to £1.14 billion (2008: £1.23 the year, both in late November, which billion). This fall was driven by product therefore had minimal impact on our 2009 revenue declines as the condition of the performance. In the UK we acquired UK economy caused our customers Thesaurus Computer Services Limited to reduce capital expenditure where (TCS). TCS gives Computacenter access possible. The fourth quarter showed to IBM mainframe specialist skills and a small revenue increase of 2 per cent. builds on our long-term relationship with Whilst this is encouraging, the VAT rate IBM. With this acquisition Computacenter increase at the end of the period may will become the most significant have caused the increase in demand. independent System Z provider of products and services in the UK outside Adjusted* operating profit in the UK of IBM. In Germany we acquired systems increased by 27.8 per cent to £37.8 provider becom Informationsysteme million (2008: £29.6 million). This profit GmbH (becom). This acquisition also growth could not have been achieved strengthens our relationship with IBM without the major cost reduction and positions Computacenter as their programme we entered into at the largest business partner in Europe. We beginning of the year. In 2009 the UK’s believe the acquisition will increase our overhead costs have been reduced by annual revenue in Germany by around approximately £22 million compared 10 per cent in 2010. Whilst there will be to 2008. some one-off integration costs post the Services revenue grew by 2.2 per cent acquisitions, we expect a positive net to £334.0 million (2008: £326.8 million). operating profit in the year ahead. However, more importantly long-term contractual revenue grew by 6.0 per cent whilst professional services revenue, which is more closely linked to product and shorter term projects, declined by 6.8 per cent. The decline in professional services revenue was caused by the lack of new infrastructure projects throughout 2009, the pipeline for which has improved steadily towards the end of the period. 8 Computacenter plc Annual Report and Accounts 2009
  • 13. Overview Business review Governance “Guaranteeing it availability requires a high level of service quality, which can be difficult and expensive to maintain. By partnering with computacenter, we have been able to draw on its skilled resources for both non-core aspects of it management and transformation Financial statements projects, such as a datacentre consolidation. the partnership has already enabled annual savings of £1.5 million and will help safeguard the continuity and quality of our investment services.” Mark Prior, IT Director, Threadneedle Computacenter plc Annual Report and Accounts 2009 9
  • 14. Operating review continued As we have stated before our Although there have been fewer propositions, particularly in managed significant infrastructure projects than in services, have gained traction in the previous years, we managed to secure a market over the last few years as we number of major successes. Wins include focus on reducing the operating costs the £45 million contract to supply and of our customers’ IT infrastructure. We install the network infrastructure at two are pleased to announce a number of new datacentres for a leading financial significant new wins in our long-term services group and a major business contractual services business. transformation including datacentre and network implementations for a major We have won a ten-year managed supermarket chain, within its distribution services contract with global asset network. management firm Threadneedle. This contract, which is now fully operational, We are encouraged by the number of is an £11 million agreement where customers evaluating and committing Computacenter will host and manage to transformation programmes involving the firm’s datacentre infrastructure. This the migration to Microsoft Windows 7, has facilitated Threadneedle making which we see as a key driver for growth savings in excess of the contract value. in the coming years. An example of this is NHS Oldham has signed a four-year where Severn Trent Water has engaged contract that will see Computacenter Computacenter as part of a £3.5 provide management and support of million project, which will underpin new its IT infrastructure to reduce costs and flexible working practices, increase staff improve service. productivity and reduce costs. At the beginning of 2010 we signed our We have also had success in the product largest services contract to date, with a supply side of our business where we retail bank to out-task desktop services as have seen customers consolidating part of a five-year agreement covering the suppliers and using the indirect channel bank’s 140,000 users and 16,000 servers to help them reduce their costs. A over its entire estate including 3,000 good example of this is our recent branches. We also signed a new five-year win with BP, which has consolidated full infrastructure managed services deal hardware and software procurement worth in excess of £40 million with global with Computacenter in Europe and asset management firm Schroders. Both CompuCom, our partner in the US. of these contracts will not start to add BP expects to see a 15 per cent significantly to our services revenue until reduction in capital expenditure as the second half of 2010. part of this programme. Whilst the number of new contracts won is extremely satisfying, we are even more pleased with our retention rate, where we frequently not only retain the customer but also increase the contract in scope and duration. Testament to this is the new six-year desktop services contract signed with BT Group in 2009. In retail banking we have signed a new contract with Produban (Santander Group IT business) where we have agreed a five-year extension, which supports its 31,000 UK employees. 10 Computacenter plc Annual Report and Accounts 2009
  • 15. Overview Business review Governance “to help reduce costs and enhance efficiency, we outsourced the management of our european network infrastructure to computacenter. via a single network control centre, computacenter manages more than 130,000 network ports and associated Financial statements components. By taking advantage of a shared services model, we have been able to make financial savings while also increasing the stability of our it infrastructure.” Dr. Hartwig Faber, Daimler AG Computacenter plc Annual Report and Accounts 2009 11
  • 16. Operating review continued With the ongoing focus on environmental 2009 can be characterised as a year issues, 2009 proved a great year for RDC, of lots of small improvements. Services our IT equipment disposal, remarketing margin was up a little, operating expenses and redeployment subsidiary. The were down a little and there was some Company achieved record annual results improvement towards higher-end as part of the Computacenter Group, products and services, all of which with overall revenue up by 20 per cent improved the profit performance. to nearly £30 million, while profits grew Our managed services contract base by 46 per cent. grew by 8.4 per cent to €266.8 million In June, RDC was delighted to invite compared to the previous period. We the new Chairman of the Environment signed a number of notable outsourcing Agency, Lord Chris Smith, to open a contracts, including a three-year new recycling area, and to celebrate its agreement with aerospace company second Queen’s Award. The accolade for EADS Astrium. BASF IT services has Enterprise for Sustainable Development engaged Computacenter to provide is one of only ten awarded in the whole on-site services and logistics support of the UK. for more than 50,000 desktops and laptops for the BASF Group in Europe. Germany The market for professional services Revenue has been challenging. However, our £930.7m networking solutions business saw good results; initiatives aimed at increasing networking services sales yielded strong growth, notably in security and Adjusted* operating profit unified communications. Margins grew £19.6m considerably in 2009 and played an important role in the operating results. Significant wins included a networking managed services contract with In Germany we saw another year of EADS Astrium. This contract and the encouraging adjusted* operating profit desktop agreement are worth a total growth of 21.9 per cent to €22.0 million of €5.0 million. (2008: €18.0 million). This was achieved despite a decline in revenues of 1.4 per Our datacentre product business cent in local currency to €1.03 billion, performed poorly, with revenue and excluding the acquisition of becom in margins for low-end servers below late November. As with elsewhere in our expectations. Future growth in the Europe there was a slowdown in product datacentre business will be assisted by sales and continued margin pressure the becom acquisition. throughout the year, particularly for low-end servers and PCs. The opportunity created by customer concerns around energy and operational efficiency also led to a number of new business wins in 2009, including a datacentre optimisation project for a leading manufacturer of brake parts. We are helping the manufacturer identify ways to enhance its energy efficiency as part of the contract. While at Immoblienscout24, we are assisting the online property portal company with the implementation of a new datacentre and also providing ongoing support. 12 Computacenter plc Annual Report and Accounts 2009
  • 17. Overview Business review Governance “nhs Oldham wants to ensure that information technology is an enabler to improved health services and delivers value for money. By outsourcing the majority of our ict to computacenter, we have greater certainty and control over both service levels and Statements Financial statements costs. this will enable us to save money and time, which is key to improving patient care.” Steve Sutcliffe, NHS Oldham, Director of Finance Computacenter plc Annual Report and Accounts 2009 13
  • 18. Operating review continued France Datacentre solutions and services, especially consolidation and virtualisation, Revenue will play a key role in the development of £319.4m Adjusted* operating loss the French business. For example, we won a four-year contract with SPEIG, a subsidiary of COLAS (the French building construction and public works leader) for -£2.7m maintaining its datacentres across 40 countries. Computacenter France’s product revenue Whilst overall performance for declined by 10.8 per cent in local currency Computacenter France declined slightly compared to 2008. The most significant last year to an adjusted* operating loss of factor in this revenue decline was due €3.1 million (2008: €2.1 million) it was still to our largest customer in France going materially ahead of our internal, as well through a hiatus in spend, due to the fact as external, expectations at the beginning that their contract with us had come to of the year. an end. We are pleased to announce that we have secured a new contract with In line with the market, revenue declined this customer with a slightly wider scope by 7.6 per cent to €358.7 million (2008: for another four years. Excluding this €388.0 million). However, encouragingly customer, product revenue grew by 1 per services revenues grew by 10.2 per cent cent which we believe is materially ahead in local currency, now representing of the market as a whole. 18.4 per cent of the total business. The software licensing market is a key Computacenter France continued development area for Computacenter to demonstrate improvements in its France, supported by a new specialist operating controls and processes, sales team. Among our software with greater governance of forecasting successes during 2009 was a win with and financial structure. The simplified Airbus France, which involves the supply management structure implemented and the implementation of an anti-virus at the beginning of 2009 resulted in package for 560 users. an 11.6 per cent reduction in operating costs, in local currency. We also won a global software licensing contract worth €9 million with energy To further support services growth in company GDF-SUEZ. The contract France, we opened a new helpdesk includes distribution to 51 countries and in Roissy. This facility will be key to will help GDF-SUEZ remove cost and supporting and growing our desktop complexity from its operations. support business, which benefited from a number of key wins in 2009. For Computacenter France has made real example, the Conseil Regional Midi- progress in 2009. The local management Pyrénées, a public administrative authority team have made a step change in 2009 in the south of France, has engaged as is evidenced by our services growth. Computacenter France to provide We feel confident that the business will support services to 1,300 end-users, make financial progress in 2010. as part of a three-year contract. A full managed services contract with Electricité Réseau Distribution France was another of our outsourcing success stories in 2009. Worth €4.8 million, the contract includes support for 1,800 desktops as well as the electricity Company’s network and datacentres. 14 Computacenter plc Annual Report and Accounts 2009
  • 19. Overview Business review Governance “computacenter has a long-term relationship with nationwide and has played a key role in allowing us to optimise and support our it infrastructure – from implementing new cabling for our administration centre locations to simplifying software Financial statements licensing and delivering key infrastructure projects. in april 2009, we signed a five-year it managed services contract with computacenter that will improve cost control, business agility and it service levels.” Peter Stafford, IT Director, Nationwide Computacenter plc Annual Report and Accounts 2009 15
  • 20. Operating review continued Benelux Outlook The outlook for our long-term contractual Revenue services business, where we save our £26.2m customers money, remains encouraging and we predict revenue growth, particularly in the UK, in 2010 where Adjusted* operating loss contracts have already been secured. We -£0.8m also expect some improvement in gross profit compared to 2009 due to improved business take on and economies of scale. Our Benelux operation showed an Our professional services, coupled adjusted* operating loss of €851,000 with our product supply, which is reliant in 2009 (2008: €120,000), with overall on capital expenditure, is more difficult revenues dropping by 22.1 per cent. to predict. This was due to a major decline of The encouraging signs we saw in the 29 per cent in product revenues. The fourth quarter in the UK have continued product business had a difficult year in into the first quarter of 2010. Germany a tough market, particularly within the has seen a challenging start to the year corporate sector. when compared with the first quarter of In the first half of 2009, we embarked 2009. As is always the case, it is not until on several initiatives to control the cost we have gone through the end of the first base. We suspended product supply quarter, that we can draw any meaningful activities in Luxembourg and undertook conclusions about the performance of the a restructuring project in Belgium. Group, for the year as a whole. Despite the decline in revenue, we saw In the longer-term we believe the a number of key managed services and investments we are making in our project wins during 2009. Techspace business, together with our strong Aero, part of the Safran Group, has balance sheet, positions the Group well engaged Computacenter Benelux to to take advantage of market opportunities. deploy a new storage infrastructure. While the economic outlook remains The project, worth €550,000 will help uncertain, customers will continue to the company improve data management focus on reducing their operating costs and reduce costs. We are also helping and focusing on core activities. Truvo Netherlands upgrade its telecommunication systems after a project win worth €110,000. The Group’s global procurement capabilities also secured new business for Computacenter Benelux during 2009 in the form of an international contract mike norris with a leading biotechnology firm. The Group chief executive Officer agreement covers the supply of hardware and software. “in the longer-term we believe the investments we are making in our business, together with our strong balance sheet, positions the Group well to take advantage of market opportunities.” Mike Norris, Chief Executive Officer 16 Computacenter plc Annual Report and Accounts 2009
  • 21. marKet Overview “we remain confident about steady growth in the selective outsource market in 2010 and take some encouragement from market forecasts that there will be a return to growth, albeit small, in capital expenditure.” Computacenter operates across Companies are increasingly looking to For many years, operating system Overview Western Europe primarily serving the take back control of their strategic IT with upgrades have had little real impact Corporate and Public Sector markets, a combination of selective outsourcing on the investment in new technology. providing IT infrastructure services, and in-house delivery. We are well However, Microsoft Windows 7 is including: infrastructure outsourcing; positioned to benefit from the trend of generating significant customer interest, infrastructure design; implementation selectively outsourcing as opposed to as a result of its ability to improve reliability and product supply. large end-to-end outsourcing by the and cost of management of the PC major outsourcers, as we are specialists infrastructure. As a stable, secure and In 2009, mainly due to the recessionary more user friendly operating system, this in this area. environment, the impact on the particular upgrade may help to drive new infrastructure outsourcing and new Conversely, in 2009 business investment infrastructure projects. infrastructure projects was markedly in new IT infrastructure and therefore different. design and deployment services was No discussion of the current market weak, with hardware sales to the would be complete without a mention Customers were and remain primarily of cloud computing. As with any ‘new’ business market across Europe down by focused on cost reduction; demand for technology, there has been significant 12 per cent**. Computacenter’s product Business review selective outsourcing elements of the IT discussion and marketing of the sales to end-users were impacted by this infrastructure for customers continued cloud concept, with many observers trend but to a lesser extent, with overall to be robust, as we reduce cost for our proclaiming cloud to be the answer to the product sales for ongoing business down customers and they move away from total future of IT. For our part, we’ve embraced by 7.5 per cent. Gartner** predicts a small outsourcing to a single vendor. Market the potential of cloud and have integrated growth in business product sales across figures show that in Western Europe it into our offerings – in fact many of our Europe in 2010 of 3 per cent. in 2009, IT infrastructure outsourcing customers have already implemented increased by 3 per cent* and is expected Consistent with these predictions, as the ‘cloud’ concept in some form; for to increase by 4 per cent* in 2010. European economies slowly emerge example hosted IT services or shared Computacenter’s Group contracted from recession, we’re seeing a measured infrastructure services. Our existing services revenues grew by 5.4 per cent but steady development in the nature service and hosting offerings already span in 2009 in constant currency. of IT infrastructure projects. However, the cloud concept and we are able to the market may be impacted by market this effectively to our customers. lower Government spending on new We’ve found that offering a balanced infrastructure as governments withdraw approach in this area rather than a one- stimuli measures to reduce budget deficits. size-fits-all service resonates better with Against the challenging broader our clients and prospects. market facts and figures economic backdrop, server and desktop In conclusion, we remain confident consolidation and virtualisation have Governance about steady growth in the selective western europe it continued to be two of the few areas outsource market in 2010 and take some infrastructure outsourcing of clear growth in the IT professional encouragement from market forecasts increased by 3 per cent in 2009* services market in 2009 (overall that there will be a return to growth, albeit 3% professional services market decline small, in capital expenditure. However, of 2 per cent†). Such projects generally customers remain cautious and this deliver measurable cost savings and capital expenditure growth is by no efficiency gains in a relatively short means certain. computacenter’s Group space of time and as such have been contracted services revenues favoured over large scale infrastructure grew by 5.4 per cent in 2009 deployments, as customers seek 5.4% a quicker return on investment. We are also beginning to see a gradual change in customer focus from primarily Financial statements cost reduction towards a focus on Predicated growth for it cautious business investment for infrastructure outsourcing growth, as the European economies * Gartner IT Outsourcing Europe Forecast in western europe of 4 per cent slowly improve. Database, December 2009. in 2010* ** Adapted into constant currency growth from 4% Gartner IT Market Databook, December 2005. † Adapted into constant currency growth from Gartner IT Services Europe Forecast Database, December 2009. Computacenter excludes IT management from Gartner’s professional services figure. Computacenter plc Annual Report and Accounts 2009 17
  • 22. Finance DirectOr’s review “the net funds (excluding csF) improved from £4.6 million to £86.4 million by the end of the year.” turnover and profitability The reconciliation of statutory to adjusted Gross profit percentage for Germany as After two consecutive years of growth, results is further explained in the a whole decreased from 13.7 per cent Group revenues reduced in 2009 by segmental reporting note (note 3) to 13.4 per cent of sales, mainly due to 2.2 per cent. The exit from the trade to the financial statements. an increasing proportion of sales of lower distribution of PCs, laptops and printers margin PCs within product revenue. UK at the end of 2008, and subsequent UK revenues declined in 2009 by 11.8 SG&A reduced by 5.9 per cent in completion of the sale of the remaining per cent overall but declined by 7.3 per constant currency mainly due to a tight trade distribution (CCD) business on cent when the impact of the staged focus on control of all variable SG&A 27 November 2009 resulted in a withdrawal from trade distribution is costs. The net outcome of the above reduction of revenues in that business removed. Ongoing product sales declined factors was an improvement in adjusted to £84.7 million (2008: £158.8 million). 10.8 per cent whilst Services revenues operating profit from £14.3 million to Excluding CCD, Group revenues increased by 2.2 per cent, driven by a 6.0 £19.6 million. Included within the adjusted increased by 0.7 per cent, with product per cent growth in contractual services, operating profit is £0.3 million from becom revenues declining by 2.3 per cent to offset by a reduction in Professional since acquisition. £1.68 billion. This reduction was partially Services revenues linked to the downturn offset by an increase in services revenues France in spending on capital projects. of 8.1 per cent to £740.0 million, with Revenue increased by 3.6 per cent to Managed Services growth offsetting The decline in product sales resulted in an £319.4 million (2008: £308.2 million) a contraction in Professional Services. improved gross profit mix, with adjusted whilst revenue in constant currency The Professional Services and product gross profit increasing from 14.0 per cent reduced by 7.6 per cent. Constant revenue decline is mainly due to the lack to 14.8 per cent. This is despite margin currency product revenue reduced by of large infrastructure projects as a result challenges on the start-up of certain new 10.8 per cent whilst service revenue of the recessionary environment. The Managed Service contracts and the more increased by 10.2 per cent. Within growth in service revenues across the difficult Professional Services market. this, Professional Services reduced by Group improves the forward visibility 15.8 per cent whilst Managed Services of gross margin generation and Adjusted operating expenses decreased revenue increased by 27.9 per cent. earnings resilience. by £22.0 million (13.3 per cent), reflecting the effects of the cost reduction Gross profit decreased from 12.6 per In both the UK and Germany, product programme which was initiated in 2008. cent to 11.7 per cent of revenues with the revenues in December were stronger The Selling, General and Administrative favourable mix effect of increased services than anticipated, partially due in both expenses (SG&A) cost reduction included revenues being more than offset by a countries to strong year end activity by the cost reduction from the partial exit reduction in margin due to the renewal customers to utilise existing budgets, from trade distribution, the reduction in of a major product contract. augmented in the UK by the VAT rate the mid market product sales business change on 1 January 2010. Exceptional charges of £1.6 million and a reorganisation aimed at the were incurred to help reduce operating simplification of the organisation structure Adjusted profit before tax improved by expenses, which declined by 11.6 per including a reduction of the management 25.8 per cent from £43.1 million to cent in constant currency although this layers. The cost reduction process was £54.2 million. After taking account is reported as a 0.8 per cent reduction assisted by the recessionary environment of exceptional items and amortisation when translated into Sterling. which resulted in lower staff attrition, of acquired intangibles, statutory profit recruitment costs and lower travel and The adjusted operating loss increased to before tax increased by 22.4 per cent other costs, in total approximately. £2.0 £2.7 million (2008: £1.7 million), which is from £39.5 million to £48.4 million. million. Exceptional charges incurred to a better than expected performance in the adjusted operating profit achieve these savings were £3.3 million year, taking account of the impact of the Statutory operating profit increased from in redundancy charges and £1.9 million contract renewal with a large customer. £42.6 million to £52.0 million. However, of vacant property costs. management measure the Group’s Benelux Germany Reported revenue reduced by 12.6 per operating performance using adjusted Revenue increased by 12.0 per cent cent to £26.2 million (2008: £30.0 million) operating profit, which is stated prior to £930.7 million (2008: £830.7 million) whilst revenue in constant currency to amortisation of acquired intangibles, whilst revenue in constant currency reduced by 22.1 per cent. In constant exceptional items, and the transfer decreased by 0.1 per cent, however this currency, product revenue reduced by of internal ERP implementation costs, included a revenue contribution of £12.1 29.0 per cent whilst service revenue and after charging finance costs on million from the acquisition of becom reduced by 8.7 per cent. customer-specific financing (CSF) for Informationsysteme Gmbh (‘becom’). which the Group receives regular rental Exceptional costs of £0.2 million were Services revenues increased by 0.3 per income. Gross profit is also adjusted incurred which helped to reduce SG&A cent and product revenues decreased by to take account of CSF finance costs. by 7.5 per cent in constant currency. 0.3 per cent in constant currency. 18 Computacenter plc Annual Report and Accounts 2009
  • 23. The net result of the above was an Overview increase in the operating loss to £0.8 million (2008: £0.1 million). acquisitions On 26 November 2009, the Group acquired 100 per cent of the voting shares of becom for a consideration of €2.3 million inclusive of costs. The becom business is based in Germany and is a leading provider of large IBM systems. The acquisition of becom has resulted in goodwill arising of £12.1 million. becom will be integrated fully with Computacenter Germany during 2010. Business review As a result, it is expected that going forward the cash flows will not be reliably and separately identifiable and that the goodwill relating to this acquisition will be tested for impairment against the Computacenter Germany cash- generating unit. On 27 November 2009 the Group acquired certain assets and liabilities Table 1 of Thesaurus Computer Services Limited Group revenues £m from Thesaurus Computer Services half 1 half 2 total Limited and BDO LLP for a consideration of £0.9 million inclusive of costs. 2007 1,160.3 1,218.8 2,379.1 Thesaurus is a private company based 2008 1,250.3 1,309.8 2,560.1 in the UK which provides mainframe 2009 1,222.2 1,281.0 2,503.2 service solutions. 2009/08 (2.2%) (2.2%) (2.2%) The assets of Thesaurus were acquired Table 2 by and the business was immediately adjusted profit before tax £m Governance integrated within Computacenter UK. half 1 % half 2 % total % The goodwill arising on the acquisition of £1.5 million has been tested against the 2007 13.1 1.1% 29.6 2.4% 42.7 1.8% Computacenter UK cash generating unit. 2008 11.3 0.9% 31.8 2.4% 43.1 1.7% 2009 18.2 1.5% 36.0 2.8% 54.2 2.2% Details of the acquisitions are shown in note 16 (Business Combinations) and 2009/08 62.1% 13.2% 25.9% note 14 which describes in more detail the impairment testing of goodwill and Table 3 other intangible assets. revenues by country £m 2009 2008 Disposals half 1 half 2 half 1 half 2 On 27 November 2009 the Group UK 624.9 602.0 708.1 683.1 disposed of CCD to Ingram Micro. The Group received consideration of Germany 433.3 497.4 379.8 450.9 Financial statements £3.0 million in cash. After the disposal France 151.1 168.3 147.2 161.0 of goodwill of £1.0 million and disposal Benelux 12.9 13.3 15.2 14.8 costs of £0.1 million, a profit of total 1,222.2 1,281.0 1,250.3 1,309.8 £1.9 million was realised. The disposal does not represent a separate major line of business or geographical area of operations and hence is not treated as a discontinued operation. Computacenter plc Annual Report and Accounts 2009 19
  • 24. Finance Director’s review continued exceptional items earnings per share and dividend customer specific financing Statutory operating profit is stated after Whilst statutory diluted earnings per share In certain circumstances, the Group charging exceptional items of £5.3 million, has grown by 2.9 per cent to 24.9 pence enters into customer contracts that are which consist of the profit on the sale of (2008: 24.2 pence), adjusted diluted financed by leases or loans, which are CCD in the UK (£1.9 million), redundancy earnings per share provides a more secured only on the assets that they costs of £5.3 million and provisions for appropriate reflection of performance, finance. Whilst the outstanding balance empty property of £1.9 million, both increasing by 31.9 per cent from 21.0 of CSF is included within the net funds for related to restructuring activities across pence in 2008 to 27.7 pence in 2009. statutory reporting purposes, the Group the Group. excludes CSF when managing the net The earnings per share increase exceeds funds of the business, as this CSF is Redundancy costs were principally the profit growth mainly due to losses matched by contracted future receipts incurred in the UK (£3.3 million) and utilised on earnings in Germany and the from customers. France (£1.6 million). This action reduced corporation tax rate in the UK contributed to a reduction in net operating from April 2008. Whilst CSF is repaid through future expenses of over £30 million across the customer receipts, Computacenter The Board has decided to pay an retains the credit risk on these customers Group (in constant currency). additional interim dividend of 8.0 pence and ensures that credit risk is only taken Finance income and costs per share, in lieu of a final dividend on customers with a strong credit rating. Net finance costs on a statutory basis bringing the total dividend for the year to increased from £3.0 million in 2008 to 11.0 pence (2008: 8.2 pence). This will The committed CSF financing facilities, £3.7 million in 2009. This takes account be payable on 1 April 2010 to registered are thus outside of the normal working of finance costs on customer specific shareholders as at 19 March 2010. capital requirements of the Group’s financing of £4.0 million (2008: £4.0 product resale and service activities. cash flow million). On an adjusted basis, prior to The Group’s trading net funds position capital management the interest on customer specific finance takes account of factor financing, but Details of the Group’s capital (CSF), net finance income reduced to excludes CSF. There is an adjusted cash management policies are included within £0.3 million from £1.0 million. flow statement provided in note 29 that note 25 of the financial statements. taxation restates the statutory cash flow to take Financial instruments Excluding the exceptional items, account of this definition. The Group’s financial instruments the adjusted effective tax rate was The net funds (excluding CSF) improved comprise borrowings, cash and liquid 22.6 per cent (2008 was 24.9 per cent). from £4.6 million to £86.4 million by the resources, and various items that arise The improvement in 2009 is mainly end of the year. The Group has a history directly from its operations. The Group attributable to the losses utilised on of strong cash generation, however the occasionally enters into hedging earnings in Germany. increase in 2009 was exceptional due to transactions, principally forward exchange Deferred tax assets of £11.4 million (2008: a number of factors. Firstly the exit from contracts or currency swaps. The £13.5 million) have been recognised CCD in the UK, partially in late 2008 and purpose of these transactions is to in respect of losses carried forward. In finally in late 2009, released an estimated manage currency risks arising from the addition, at 31 December 2009, there £30.0 million working capital; secondly the Group’s operations and its sources of were unused tax losses across the Group Group benefited by an estimated £30.0 finance. The Group’s policy remains that of £188.1 million (2008: £212.0 million) million from a temporary improvement no trading in financial instruments shall for which no deferred tax asset has been in credit terms with a significant vendor; be undertaken. recognised. Of these losses, £111.1 cash receipts from customers at the end The main risks arising from the Group’s million (2008: £138.8 million) arise in of December 2009 were stronger than financial instruments are interest rate, Germany, albeit a significant proportion usually experienced; and finally, there liquidity and foreign currency risks. The have been generated in statutory entities was a benefit of £10.0 million due to overall financial instruments strategy is to that no longer have significant levels early settlement on a customer contract manage these risks in order to minimise of trade. The remaining unrecognised that is financed by a customer-specific their impact on the financial results of the tax losses relate to other loss-making financing arrangement. The increase in Group. The policies for managing each of overseas subsidiaries. the year is achieved after taking account these risks are set out below. Further of investment in the ERP system in the disclosures in line with the requirements period of some £11 million. of IFRS 7 are included in note 24 of Whilst the increase in net cash in the year the accounts. is particularly strong, changes in future interest rate risk periods are more likely to be in line with The Group finances its operations through the underlying earnings of the business, a mixture of retained profits, bank except if the improvement in credit terms borrowings, invoice factoring in France with a significant vendor is reversed. and the UK and finance leases and loans CSF reduced in the year from £89.2 million for certain customer contracts. The to £49.1 million partially due to a decision Group’s bank borrowings, other facilities to restrict this form of financing in the light and deposits are at floating rates. No of the credit environment and reduced interest rate derivative contracts have customer demand. Taking CSF into been entered into. When long-term account, total net cash at the end of the borrowings are utilised, the Group’s policy year was £37.3 million, compared to net is to maintain these borrowings at fixed debt of £84.6 million at the start of the year. rates to limit the Group’s exposure to interest rate fluctuations. 20 Computacenter plc Annual Report and Accounts 2009
  • 25. liquidity risk credit risk The Group’s policy is to ensure that it has The Group principally manages credit risk sufficient funding and committed bank through management of customer credit facilities in place to meet any foreseeable limits. The credit limits are set for each peak in borrowing requirements. The customer based on the creditworthiness Group’s net funds position improved of the customer and the anticipated levels substantially during 2009, and at the of business activity. These limits are initially year-end was £86.4 million excluding determined when the customer account customer-specific financing, and £37.3 is first set up and are regularly monitored million on a statutory basis. thereafter. In France, credit risk is mitigated through a credit insurance At 31 December 2009, the Group had policy which applies to non-Government Overview available £100.3 million (2008: £163.4 customers and provides insurance for million) of uncommitted overdraft and approximately 50 per cent of the relevant factoring facilities. However, £8.9 million credit risk exposure. of these facilities will expire during March 2010 and will not be renewed as they There are no significant concentrations of are no longer required as the Group credit risk within the Group. The Group’s has access to a £60.0 million three-year major customer, disclosed in note 3 to the committed facility established in May financial statements consists of entities 2008, of which £42.9 million is not utilised under the control of the UK Government. at the balance sheet date. Customer- The maximum credit risk exposure specific financing facilities are committed. relating to financial assets is represented by carrying value as at the balance The Group manages its counterparty sheet date. risk by placing cash on deposit across a panel of reputable banking institutions, Going concern Business review with no more than £30.0 million deposited As disclosed in the Directors’ Report, the at any one time except for Government directors have a reasonable expectation backed counterparties where the limit that the Group has adequate resources to is £50.0 million. continue its operations for the foreseeable future. Accordingly they continue to adopt Foreign currency risk the going concern basis in preparing the The Group operates primarily in the UK, consolidated financial statements. Germany, France, and the ‘Benelux’ countries, using local borrowings to fund its operations outside of the UK, where principal receipts and payments are denominated in Euros. In each country a small proportion of the sales are made to customers outside those countries. tony conophy For those countries within the Euro zone, Finance Director the level of non-Euro denominated sales 10 March 2010 is very small and, if material, the Group’s policy is to eliminate currency exposure through forward currency contracts. Table 4 For the UK, the vast majority of sales adjusted operating profit by country £m Governance and purchases are denominated in 2009 Sterling and any material trading half 1 % half 2 % exposures are eliminated through UK 12.6 2.0% 25.2 4.2% forward currency contracts. Germany 7.2 1.7% 12.4 2.5% France (1.4) (1.0%) (1.3) (0.8%) Benelux (0.4) (3.2%) (0.4) (3.4%) total 18.0 1.5% 35.9 2.8% 2008 half 1 % half 2 % UK 8.9 1.3% 20.2 3.0% Germany 4.1 1.1% 10.1 2.2% Financial statements France (1.9) (1.3%) 0.8 (0.5%) Benelux (0.1) (0.4%) (0.0) (0.2%) total 11.0 0.9% 31.1 2.4% Computacenter plc Annual Report and Accounts 2009 21
  • 26. risK manaGement The Group undertakes a formal annual process, facilitated by the Risk strategic objectives Department, to identify and analyse the potential likelihood and impact that various identified risks pose to the Group’s strategic goals. Once a risk has been 1. accelerating the identified and quantified, an associated mitigation strategy is developed. The growth of our contractual agreed mitigation strategy is implemented by the nominated and most appropriate services businesses. ‘owner’ of the risk and any associated programme of work is monitored by the Group’s Internal Audit Department. Throughout the year, any new risks of significance identified within the Group, are added to the Risk Log. The Group Risk Committee formally monitors the Risk Log and the overall effectiveness of the risk mitigation strategy, on a 2. reducing cost through quarterly basis. increased efficiency Primarily, the risks contained in the Risk Log are categorised according to the and industrialisation of specific strategic objective potentially impacted and some of these principal our service operations. risks and their mitigations, are highlighted within this report. 3. maximising the return on working capital and freeing working capital where not optimally used. 4. Growing our profit margin through increased services and high-end product sales. 5. ensuring the successful implementation of the Group-wide erP system. 22 Computacenter plc Annual Report and Accounts 2009
  • 27. Principal risks Principal mitigations Failure to identify opportunities to promote to customers Follow the restructured account planning and the benefits of enhanced value added services, in addition sales methodologies. to traditional services, results in lost opportunities. Failure to adapt service offerings that grow/enhance Continued investment in and utilisation of the services the business, leading to an inability to compete. and solutions functions that focus upon enhancing service offerings. Overview Failure to compete effectively with the current Continued investment in a programme to expand off-shoring trend, resulting in lost opportunity. Computacenter’s current off-shoring facilities into non-European geographies. Failure to deploy appropriate service automation Continuation of our investment programme tools to minimise the need for manual intervention, towards an industrialised tool suite and embedded leading to the lack of optimised resource. targets into management pay plans. Business review Increasing demand for working capital tied-up in large Apply appropriate incentive structures, which also longer term services contracts, which would prevent account for working capital elements. working capital from being deployed optimally. Increasing demand for extended credit from large Elevate extended credit requests to the Board for customers, which would increase demand for and reduce approval and apply appropriate incentive structures. return on working capital and increase credit risk exposure. Failure to align operational and commercial processes Apply the recently enhanced bid review processes Governance with contractual requirements of complex or long-term and internal approval/authorisation matrices to ensure services engagements, resulting in customer dissatisfaction commercial and operational awareness and authorisation and margin decline. at the appropriate level. Delays or overruns in complex projects (including In addition to the mitigation set out above, implement the transition and transformation activity in larger services governance processes during and after contract take-on. contracts) leading to lower than expected margins. Failure to materialise the expected benefits of the Follow the robust internal governance structure at all Financial statements Group-wide ERP system, thereby threatening the relevant levels and ensure targets are embedded into anticipated return on investment. senior management pay plans. Ongoing business demands detract from appropriate Dedicate specific resource exclusively to the ERP project focus on the ERP design process, resulting in either and continuously monitor business resource demands. business interruption or ERP go-live delays. Computacenter plc Annual Report and Accounts 2009 23
  • 28. cOrPOrate sUstainaBle DevelOPment (csD) “computacenter recognises that its people and the societies and environment within which we operate are integral contributors to delivering value and supporting our key strategic aspirations.” Computacenter recognises that its human rights AIR – Number of accidents per 1,000 employees. AFR – Number of accidents per 100,000 working hours. people and the societies and environment 1. support and respect the within which we operate are integral internationally proclaimed contributors to delivering value and human rights Health and safety Group average AIR supporting our key strategic aspirations. Human rights Whilst we pride ourselves on the provision 2007 2.27 2009 objective and achievement of technologically advanced information • Deliver human rights protection policies 2008 1.97 solutions, we recognise that our business to new starters. occurs within a wider community including ✓ ll human rights related policies across A 2009 1.14 employees, shareholders, customers, the Group have been reviewed and suppliers, business partners and the made available to new starters through natural environment as a whole. 2. ensure that the Group is not an employee handbook, or the intranet. complicit with human rights abuses In 2007, the Group committed itself Anti-discrimination training in Germany to the 10 core principles of the United is 100 per cent complete. 2009 objective and achievements Nations Global Compact (UNGC), aimed • Ensure all new suppliers and partners 2010 objective at demonstrating ethical, environmental (‘vendors’) complete the CSD • Maintain human rights awareness and social responsibility towards our own conformance questionnaire and through the Company’s principles workforce and in our business interaction motivate their commitment levels, of employee behaviour. within each community and country we through a risk based approach. operate. In 2009, the Group published its Health and safety ✓ ll key vendors are required to A first Communication on Progress (CoP) 2009 objective and achievements complete the questionnaire before on the UNGC website. Additionally, the • Maintain the Accident Incident Rate inclusion in the vendor portfolio. Group retains its membership to the (AIR) at below 2.5 and the Accident Non-key vendors complete the FTSE4Good Index Series. Frequency rate (AFR) at below 1.0. questionnaire as soon as reasonable, ✓ n the UK, the average AIR improved I after inclusion in the vendor portfolio. Integral to this commitment, we strive to to 0.69 (2008: 1.13) and the average Vendors are challenged where low ✓ incorporate the UNGC and its principles AFR improved to 0.39 (2008: 0.64). conformance is disclosed and into our strategy, culture and day-to- ✓ n Germany, the average AIR improved I all vendors are encouraged to day operations. We do this through to 1.44 (2008: 2.30) and the average report improvements to their the development, communication and AFR improved to 0.80 (2008: 1.28). conformance status. implementation of relevant policies to ✓ n France, the average AIR improved I manage and monitor our progress 2010 objectives to 1.30 (2008: 2.49) and the average towards these principles. We support • Amend the questionnaire to incorporate AFR improved to 0.76 (2008: 1.38). public accountability and will publish, requirements of the Anti-Bribery Bill and as part of our annual Business Review, 2010 objective to include questions on diversity. a Report and Progress. • Maintain the AIR and the AFR at 2009 • Ask all key vendors to complete the levels and retain BS OHSAS 18001 revised questionnaire. Computacenter will seek to collaborate and UVDB certifications. with and encourage our suppliers, contractors and customers to operate in a similar socially responsible manner, as guided by the UNGC 10 principles. mike norris chief executive Officer 24 Computacenter plc Annual Report and Accounts 2009
  • 29. Overview Business review The CRC Energy Efficiency Scheme (CRC) is a mandatory emissions trading scheme that aims to improve energy efficiency and reduce CO2 emissions in the UK. Around 20,000 large private and public sector organisations are expected to be involved in CRC, which additionally imposes material penalties and reputational threats, when not adhered to. Taking a more proactive approach to energy consumption and carbon management will be essential if organisations are to comply with new regulations that come into force in April 2010, but also provide significant scope for savings. Stephen Benadé, Company Secretary and Head of CSD at IT Solutions and Services provider Computacenter, comments, “Outside of the regulatory requirements, there are significant benefits to be Governance gained from IT related carbon emission reductions, which customers tend to overlook in the belief that energy consumption reduction opportunities are very limited when it comes to IT.” The Greater London Authority (GLA) is a prime example of how a proactive approach to IT carbon emissions, can help deliver both environmental and financial returns. As part of the GLA’s study, Computacenter participated in reviewing the energy consumption of the GLA’s 700-plus desktops, 180 servers, printers, laptops and monitors and as a consequence, GLA was able to review its position and initiate beneficial changes. As Keith Beddard, Technical Architect at the GLA, explains, “The study revealed that our servers were the biggest consumer of energy compared to other IT devices. By adopting a virtualisation strategy, we have reduced our server estate from 180 to 80 devices. This has enabled us to reduce our IT carbon Financial statements emissions by around 70t CO2 a year.” Computacenter plc Annual Report and Accounts 2009 25
  • 30. corporate sustainable development continued “Outside of the regulatory requirements, there are significant benefits to be gained from it related carbon emission reductions, which customers tend to overlook in the belief that energy consumption reduction opportunities are very limited when it comes to it.” labour standards 4. eliminate all forms of forced has been granted an award, by the 3. Uphold employees’ freedom and compulsory labour Handelsblatt Junge Karriere, for the of association fair treatment of students, and has 2009 objective and achievements been listed by the CRF Institut, as 2009 objective and achievements • Ensure all vendors complete the a top provider of career opportunities • Ensure all new vendors complete questionnaire and motivate their to the young. In South Africa, a formal the questionnaire and motivate their commitment levels, through accredited programme has been commitment levels, through a risk a risk-based approach. launched, aimed at the education based approach. ✓ ll key vendors are required to A of helpdesk technicians, from ✓ ll key vendors are required to A complete the questionnaire before disadvantaged communities. complete the questionnaire before inclusion in the vendor portfolio. inclusion in the vendor portfolio. Non-key vendors complete the 2010 objectives Non-key vendors are required to questionnaire as soon as reasonable, • Continue to develop young careers complete the questionnaire as soon after inclusion in the vendor portfolio. and seek assurance from all key as reasonable, after inclusion in the ✓ ll employees of the Group are A vendors that no child labour is vendor portfolio. employed via a formal agreement, deployed, on behalf of the Group, ✓ endors are challenged where V which conforms to the applicable in non-European geographies. lower conformance is disclosed labour laws and wage rate stipulations • Re-assess vendor conformance, and all vendors are encouraged within the various countries and details through the completion of the to report improvements to their the procedures in exercising the right revised questionnaire. conformance status. to terminate. 6. support equality in respect of ✓ Across the Group, active employee 2010 objective employment and occupation and participation is encouraged through • Maintain current status and eliminate all discrimination elected employee representative forums. re-assess vendor conformance, 2009 objectives and achievements 2010 objective through the completion of the • Ensure all new vendors complete the • Maintain current status and revised questionnaire. CSD conformance questionnaire and re-assess vendor conformance, 5. abolish all forms of child labour motivate their commitment levels, through the completion of the through a risk based approach. revised questionnaire. 2009 objective and achievements • By 2011, to address areas for • Ensure all new vendors complete the improvement as noted by the CSD conformance questionnaire and Investors in People assessors. motivate their commitment levels, • Introduce and establish the through a risk based approach. Benefits@Computacenter family ✓ ll key vendors are required to A service programme. complete the questionnaire before ✓ ll key vendors are required to A inclusion in the vendor portfolio. complete the CSD questionnaire prior Non-key vendors complete the to being added to the vendor portfolio questionnaire as soon as reasonable, and non-key vendors are required to after inclusion in the vendor portfolio. complete the CSD questionnaire as ✓ inimum age requirements apply M soon as reasonable, after being added across the Group and specific to the vendor portfolio. procedures are in place for work ✓ rogress in addressing the P experience placements. improvements as noted by the ✓ he Group believes that education T Investors in People assessors on is most effective in eradicating child track for completion in 2011, aided labour practices, Computacenter by the certification of the HR Service France continues to support Aide et Centre in the UK, to the ISO 9001 Action, Computacenter UK sources quality standard. helpdesk staff from the Hatfield student community and due to the ‘Exploras’ work experience programme, Germany 26 Computacenter plc Annual Report and Accounts 2009
  • 31. ✓ enefits@Computacenter has been B 8. Undertake initiatives to promote anti-corruption enhanced and further benefit options greater involvement in the community 10. impede corruption in all its forms, have been added. including extortion and bribery 2009 objective and achievements 2010 objectives • Track staff participation in volunteering 2009 objectives and achievements • Re-assess vendor conformance initiatives. • Continue to track and investigate all through a follow-up circulation ✓ mployees across the Group are E reported instances of ‘whistle-blowing’. of the revised CSD questionnaire. encouraged to report their private • Ensure all new vendors complete the • Progress the Investors in People volunteering initiatives. CSD conformance questionnaire and improvement plan. ✓ upport to the locally based charity, S motivate their commitment levels, Willows Foundation, and the through a risk based approach. environment Hertfordshire Fire and Rescue ✓ ll reported and detected instances A 7. apply precaution to activities Overview dog continued. of suspected misconduct are which can impair the environment ✓ mployees in the UK raised a total E investigated and reported to the 2009 objective and achievements of £125,800 for the chosen charities, Group Audit Committee. of which, in excess of £40,000, was ✓ ll key vendors are required to A raised by the efforts of employees complete the questionnaire before Electricity consumption at from the UK and South Africa, who inclusion in the vendor portfolio. Group head office (million kWh) participated in the building of a school Non-key vendors complete the 2007 2.48 in rural South Africa. questionnaire as soon as reasonable, after inclusion in the vendor portfolio. 2008 2.44 2010 objective • Maintain the current level of charity 2010 objectives 2009 2.16 fund raising activity. • Review the Anti-Bribery Bill requirements and revise the Business 9. encourage the development of Ethics policies across the Group. • Complete the Group-wide carbon environmentally friendly technologies footprint measurement project and • Re-assess vendor conformance, Business review assess suitable energy abatement 2009 objective and achievements through the completion of the possibilities. • Continue to promote the initiatives revised questionnaire. ✓ roup-wide carbon footprint baseline G of the Green IT Advisory Service. measurement completed and data ✓ he Green IT Advisory Service T disclosed to the Carbon Disclosure continues to be updated with Project. In the UK, the data is compliant new technologies and information stephen Benadé to the pending CRC Energy Efficiency to customers. company secretary Scheme requirements. ✓ he Group has significantly expanded T 10 March 2010 ✓ variety of energy reduction initiatives A the availability of datacentre facilities, were launched during 2009 and at in order to provide customers with an the Group’s head office consumption offering which would reduce cost and reduced by approximately 1,500,000 their carbon exposure. kWh, from 2008, representing an 2010 objective average reduction of 11 per cent. • Actively market the datacentre solutions. ✓ he average CO2 emitted per UK fleet T vehicle reduced from 175 g/km in 2008, to 168 g/km in 2009, whilst the total time during which international “we strive to incorporate the UnGc and audio-visual facilities were used, its principles into our strategy, culture Governance increased by 80 per cent from last year. ✓ n 2009, the Group’s subsidiary, I RDC, was awarded the Queen’s and day-to-day operations.” Award for Enterprise for Sustainable Development. 2010 objectives • Complete a Carbon Trust accredited energy audit at the Group’s head-office and investigate the viability of further energy reduction strategies. • Achieve bronze status to the Mayor of London’s Green Procurement Code. • Develop an Environment Management Financial statements System in France, to which ISO 14001 certification could be achieved in the future. Computacenter plc Annual Report and Accounts 2009 27
  • 32. BOarD OF DirectOrs Greg lock mike norris tony conophy chairman chief executive Finance Director Greg is the Chairman of Kofax plc and a Non- Mike graduated with a degree in computer Tony has been a member of the Institute of Executive Director of United Business Media science and mathematics from East Anglia Chartered Management Accountants since 1982. and private technology companies, Liberata University in 1983. He joined Computacenter in He qualified with Semperit (Ireland) Ltd and then and Target Group. He has more than 38 years’ 1984 as a salesman in the City office. In 1986 worked for five years at Cape Industries plc. experience in the software and computer services he was Computacenter’s top national account He joined Computacenter in 1987 as Financial industry, including four years as Chairman of manager. Following appointments as Regional Controller, rising in 1991 to General Manager SurfControl plc and, from 1998 to 2000, as Manager for London operations in 1988 and of Finance. In 1996 he was appointed Finance General Manager of IBM’s Global Industrial General Manager of the Systems Division in and Commercial Director of Computacenter sector. Greg also served as a member of IBM’s 1992, with full national sales and marketing (UK) Limited with responsibility for all financial, Worldwide Management Council and as a responsibilities, he became Chief Executive in purchasing and vendor relations activities. governor of the IBM Academy of Technology. December 1994 with responsibility for all day- In March 1998 he was appointed Group Age 62. to-day activities and reporting channels across Finance Director. Age 52. Computacenter. Age 48. Peter Ogden John Ormerod Philip hulme non-executive non-executive non-executive Peter founded Computacenter with Philip Hulme John is the Senior Independent Director and Philip founded Computacenter with Peter Ogden in 1981 and was Chairman of the Company Audit Committee Chairman of Misys plc, a in 1981 and worked for the Company on a until 1998, when he became a Non-Executive Non-Executive Director and Chairman of the full-time basis until stepping down as Executive Director. He is Chairman of Dealogic (Holdings) Audit Committee of Gemalto NV, and ITV Plc and, Chairman in 2001. He is a Director of Dealogic plc and prior to founding Computacenter, he was during 2009, he was appointed a Non-Executive (Holdings) plc and was previously a Vice President a Managing Director of Morgan Stanley and Co. Director of Tribal Group plc where he is also and Director of the Boston Consulting Group. Age 62. Deputy Chairman. John has held senior positions Age 61. with Arthur Andersen and with Deloitte, where he was a member of the UK Executive Committee and elected Board. He is also a Director of a number of private companies. Age 61. ian lewis cliff Preddy non-executive non-executive Ian is Director of the University Computing Cliff has worked in the IT industry for most of his Service at the University of Cambridge. During professional career, including many years as an his career he has held a number of senior Executive Director of Logica plc. He is currently positions, including First Vice President and Chairman of Charteris plc and was a Non- Global Chief Technology Officer of Merrill Lynch’s Executive Director of CODASciSys plc from Investment Banking and Sales division and 1997 until 2006, including six years as Chairman. Global CTO at Dresdner Kleinwort Wasserstein Age 62. Investment Banking. Age 49. 28 Computacenter plc Annual Report and Accounts 2009
  • 33. CORPORATE GOVERNANCE STATEMENT Compliance statement The Board remains committed to the principles of good corporate governance and supports the best practice guidelines contained within the FRC Combined Code on Corporate Governance (‘the Code’) as published in June 2008, which can be found on the FRC’s website (www.frc.org.uk/corporate/combinedcode.cfm). This statement explains the Company’s governance policies and practices and sets out how the principles of the Code have been applied for the year ended 31 December 2009 (‘the year’). The Board confirms that, save as detailed below, the Company has complied with section one of the Code, throughout the financial year. Board of Directors Composition At the year-end the Board consisted of Greg Lock (Chairman); two Executive Directors, Mike Norris and Tony Conophy; and five Non-Executive Directors: Philip Hulme, Ian Lewis, Peter Ogden, John Ormerod and Cliff Preddy. There were no changes to the Board during the year. Cliff Preddy is due to retire by rotation at the forthcoming Annual General Meeting of the Company and has confirmed he will not be standing for re-election. The Nominations Committee have commenced a search for a new Non-Executive Director and further information can be found in the Nominations Committee section, below. Details of the current Directors, including their membership of Committees, are set out below and their biographies, which include details of their other significant commitments, appear on page 28. The Board consider that Greg Lock was independent on appointment and that Ian Lewis, John Ormerod and Cliff Preddy are also independent under the provisions of the Code. Cliff Preddy is currently the Senior Independent Director. Executive Directors 1 Non-Executive Directors 2 Independent Non-Executive Directors Chairman 3 2 On 23 March 2009, the Company moved from the FTSE SmallCap sector to the FTSE 250 and, until this date, the Company was compliant with provision A.3.2, which states that a FTSE SmallCap Company must have at least two independent Non-Executive Directors. However, under this provision a FTSE 250 company is subject to different requirements and at least half of the Board, excluding the Chairman, must consist of independent Non-Executive Directors. The Company was not compliant with this provision and during the year, the Nominations Committee considered the size and structure of the Board, including the required skills and agreed that the present size and composition of the Board remained appropriate, for the requirements of the Company and its shareholders. The Nominations Committee will consider the issue again in 2010. Audit Remuneration Nominations Name PLC Board Independent Committee Committee Committee Greg Lock Chairman On appointment No Yes Chairman Mike Norris Executive No No No No Tony Conophy Executive No No No No Philip Hulme Non-Executive No No No No Ian Lewis Non-Executive Yes Yes Yes Yes Peter Ogden Non-Executive No No No No John Ormerod Non-Executive Yes Chairman Yes Yes Senior Independent Cliff Preddy Director Yes Yes Chairman Yes Stephen Benade Secretary Not Applicable Secretary Secretary Secretary Roles and responsibilities of the Board The Board has responsibility for the overall management and performance of the Group; it sets the Company’s strategic aims, ensuring that sufficient resources are in place to meet these objectives. The Board reviews the performance of senior management in order to ensure that they are meeting the agreed objectives. The Directors set appropriate values and standards, ensuring that obligations to shareholders and other stakeholders are understood and met and that a satisfactory dialogue with shareholders is maintained. A framework of prudent and effective controls exists to ensure that risks are properly identified, assessed and managed. The roles of Chairman and Chief Executive are separate and their responsibilities are clearly defined in writing, reviewed and approved annually by the Board. In summary, the Chairman’s role is to lead and manage the Board. The Chairman facilitates the contribution of all Directors and is responsible for ensuring constructive relations between them. The Chief Executive is responsible for the day-to-day management of the Group’s activities and execution of the strategy approved by the Board. There is no individual or group of individuals who dominate the Board’s decision making processes. The Board believes that it oversees the Group effectively and is proactive in its approach. There is a documented schedule of matters which is reserved for the Board and these matters include the approval of major capital expenditure and the agreement of strategies and budgets. This schedule is reviewed annually and updated by the Board. Computacenter plc Annual Report and Accounts 2009 29
  • 34. Corporate governance statement continued Board effectiveness Upon joining the Board, all Directors receive a comprehensive induction programme, tailored to their requirements. Directors receive an induction pack which contains information on the Group’s business, its structure and operations, the Board procedures, various corporate governance related matters and details of Directors’ duties and responsibilities. As part of the induction programme, all new Directors meet with senior management and meetings are arranged with major shareholders. All Directors receive appropriate documentation in advance of each Board and Committee meeting, including detailed briefings on all matters where the Board is required to reach a decision, as well as regular reports on the performance of the Group. Senior management frequently present to the Board on the results and strategies of their respective business units, thus ensuring the Board remain familiar with key elements of the business and the management of the Group. The Board is subject to an annual performance review, which is led by the Chairman and covers the effectiveness of the Board as a whole, its individual Directors and its Committees. The performance review takes into account a wide range of factors, including strategic and operational matters, corporate governance, risk management and shareholder advocacy. Each Director is required to complete a questionnaire, followed by one-to-one meetings with the Chairman. The information from the questionnaires and interviews is compiled into a report and presented to the Board. The performance of the Chairman is assessed by the Non- Executive Directors, led by the Senior Independent Director. All Directors provide feedback on the performance of the Chairman. Board support The Group Company Secretary is responsible for advising the Board on all corporate governance matters and for ensuring that all Board procedures are followed, applicable rules and regulations are complied with and the Board is updated on regulatory and governance matters. All Directors have access to the advice and services of the Company Secretary. A procedure is in place to enable Directors to obtain independent professional advice, at the Company’s expense, where they believe it is important to the furtherance of their duties. No such advice was sought by any Director during the year. Board meetings The attendance of the Directors at scheduled Board and Committee meetings held during 2009 is detailed below. The Board convenes at least eight scheduled meetings per year, as well as a full day strategy review, with at least one meeting each year at the location of an overseas business. Board Audit Remuneration Nominations Director Meetings Committee Committee Committee Number of scheduled meetings held 9 5 4 2 Executive Mike Norris, Chief Executive 9 n/a n/a n/a Tony Conophy, Finance Director 9 n/a n/a n/a Non-Executive Greg Lock, Chairman 9 n/a 4 2 Philip Hulme 9 n/a n/a n/a Ian Lewis 9 5 4 2 Peter Ogden 8 n/a n/a n/a John Ormerod 9 5 4 2 Cliff Preddy, Senior Independent Director 9 5 4 2 Unscheduled Board meetings are required to conclude matters considered at a previous meeting, or to address an imperative issue, or to consider the contents of disclosures. Three such meetings were convened during 2009 and Peter Ogden attended one such meeting, Philip Hulme was unable to attend any of the meetings and the remainder of the Board were present at all meetings. It is inevitable that there will be occasions when circumstances arise to prevent Directors from attending meetings. In such circumstances, the absent Director will review the Board papers and raise any considerations on specific issues with the Chairman. In addition to the formal Board and Committee meetings, the Chairman meets with the Non-Executive Directors, individually and as a group, without the other Executive Directors being present, at least once a year. Directors The Company arranges insurance cover in respect of legal action against the Directors and to the extent allowed by legislation, the Company has granted an indemnity to Directors against claims brought by third parties. All Directors are subject to election at the first Annual General Meeting after appointment and are required to retire by rotation, at least every three years. Those Non-Executive Directors who have served for more than nine years are obliged to offer themselves for re-election annually. One third of the Board is required to retire at each Annual General Meeting. 30 Computacenter plc Annual Report and Accounts 2009
  • 35. Board Committees The Board has delegated certain governance responsibilities to three principal Board Committees; Audit Committee, Remuneration Committee and Nominations Committee. The Terms of Reference for each Committee can be obtained from the Company’s website www.computacenter.com/investors or from the Company Secretary, by request. The composition and main responsibilities of the Committees are detailed below: Audit Committee Throughout 2009, the Audit Committee consisted of three independent Non-Executive Directors; John Ormerod (Chairman), Ian Lewis and Cliff Preddy. During the year, the Committee met on five occasions and attendance at those meetings is set out in the table below: Attendance Audit Committee members Role record John Ormerod (Chairman) Non-Executive Director 5/5 Ian Lewis Non-Executive Director 5/5 Cliff Preddy Senior Independent Director 5/5 The Chairman, Group Finance Director, Group Internal Audit Manager, Group Risk Manager, Group Financial Controller and the external auditor are routinely invited to, and attend, the majority of meetings. Periodically, the Committee also meets privately with the external auditors and the Group Internal Audit Manager. The Board believes that the members of the Committee have sufficient skills, qualifications and experience to enable the Committee to discharge its duties, in accordance with the Terms of Reference. The Board is satisfied that at least one member of the Committee has relevant and recent financial experience. The Terms of Reference for the Committee are reviewed annually to ensure that they are in line with current best practice. The Committee’s key duties include, to: • consider the reappointment of the external auditors, including the rotation of the audit partner, each year and also assess their independence. As a safeguard to help avoid the objectivity and independence of the external auditors becoming compromised, the Committee has approved a formal policy governing the engagement of the external auditors to provide non-audit services. This policy precludes them from providing certain services and permits other limited services which are subject to low fee thresholds or which require prior approval in accordance with a pre-agreed authority matrix; • review the effectiveness of the external audit process. This includes considering the scope and cost effectiveness of the audit and the procedures implemented to maintain the independence and objectivity of the auditors; • review and receive reports from management and the auditors on the Group’s annual and interim financial statements and to review any other published financial information. This includes consideration of the Group’s accounting policies and compliance with legislative and regulatory requirements; • receive reports on the Groups’ systems of internal control and risk management, from the Group’s management, the Group Risk Manager, internal audit and external auditors, and to review and report to the Board on their effectiveness; • evaluate and monitor the effectiveness of the internal audit function; • review the Company’s business ethics policy and to ensure procedures are in place for an appropriate investigation, following any concerns or potential breaches that may be raised by staff; and • evaluate the effectiveness of the Committee, including its performance and constitution. Nominations Committee In compliance with the Code, the majority of the Committee is made up of independent Non-Executive Directors. The Committee convened twice during 2009 and the members’ attendance at those meetings is set out below: Attendance Nominations Committee members Role record Greg Lock (Chairman) Chairman 2/2 Ian Lewis Non-Executive Director 2/2 John Ormerod Non-Executive Director 2/2 Cliff Preddy Senior Independent Director 2/2 The Committee is responsible for reviewing the Board’s composition, skills, knowledge and experience, and nominating candidates for both Executive and Non-Executive Directorships on the basis of merit and objective criteria. It also ensures that the procedures for the appointment of new Directors are formal, rigorous and transparent and that there is an orderly succession for appointments to the Board and senior management. Cliff Preddy is due to retire by rotation at the forthcoming Annual General Meeting and has confirmed he will not be standing for re-election. The Nominations Committee is leading the search for a new Non-Executive Director and the Committee has appointed an external agency, to identify candidates against set criteria, as prepared by the Nominations Committee. Computacenter plc Annual Report and Accounts 2009 31
  • 36. Corporate governance statement continued Board Committees continued Remuneration Committee In line with the Code, the majority of the members of this Committee are independent Non-Executive Directors. Generally the Chief Executive attends parts of the Committee meetings by invitation. The Committee convened on four occasions during the year and the attendance of the members is set out below: Attendance Remuneration Committee members Role record Cliff Preddy (Chairman) Senior Independent Director 4/4 Ian Lewis Non-Executive Director 4/4 John Ormerod Non-Executive Director 4/4 Greg Lock Chairman 4/4 The Committee is responsible for the Group’s policy on executive remuneration and decides on the specific packages of the Executive Directors and senior management. Further information on the Remuneration Committee and its activities can be found in the Directors’ Remuneration Report on pages 34 to 39. Directors’ remuneration The principles and details of Directors’ remuneration are contained in the Remuneration Report on pages 34 to 39. Relations with shareholders The Board appreciates the importance of maintaining regular communication with its shareholders and the Group has an established programme of communication based on the Group’s financial reporting calendar. In addition to this programme, the Executive Directors have regular contact with institutional shareholders. The Board receive regular reports on the meetings with, and other feedback from, the Company’s major shareholders, in order to ensure that they have a comprehensive understanding of their views. Cliff Preddy, as Senior Independent Director, is available to address any shareholder queries that are unable to be resolved through regular channels. All of the Directors attend the Annual General Meeting and are available to answer any questions that shareholders may have. In addition to mandatory information, a full and balanced explanation of the business of all general meetings is sent in advance to shareholders. The Board welcomes the attendance of individual shareholders at general meetings and the opportunity to communicate directly with investors and to address their questions. Resolutions at the Company’s general meetings have been passed on a show of hands and proxies for and against each resolution (together with any abstentions) are announced at such meetings, noted in the minutes, available on the Company’s website and notified to the market. Internal controls The Board has overall responsibility for maintaining and reviewing the Group’s systems of internal control, ensuring that these are prudent and robust and enabling risks to be appropriately assessed and managed. The Group’s systems and controls are designed to manage risks, safeguard the Group’s assets and to ensure reliability of information used both within the business and for publication. Systems are designed to govern, rather than eliminate, the risk of failure to achieve business objectives and can provide reasonable but not absolute assurance against material misstatement or loss. The Board conducts an annual review of the effectiveness of the systems of internal control, including financial, operational and compliance controls and risk management systems. Where material weaknesses have been identified, safeguards are implemented and monitored. All systems of internal control are designed to continuously identify, evaluate and manage significant risks faced by the Group. The key elements of the Group’s controls are as follows: Responsibilities and authority structure The Board has overall responsibility for making strategic decisions and there is a written schedule of matters reserved for the Board. The Group Executive Committee meets on a regular basis to discuss the day-to-day operational matters. Separate Executive Committees have been established for each of the Group’s operations in the UK, France and Germany. A flat reporting structure is maintained across the Group, with clearly defined responsibilities for operational and financial management. Control environment The Group operates authorisation and approval processes throughout all of its operations. Access controls exist where processes have been automated to ensure the security of data. Management information systems have been developed to identify risks and to enable assessment of the effectiveness of the systems of internal control. Accountability is reinforced and further scrutiny of costs and revenues encouraged, by the linking of staff incentives to customer satisfaction and profitability. Planning and reporting processes A three-year strategic plan is prepared or updated annually and reviewed by the Board. A comprehensive budgetary process is completed annually and is subject to the approval of the Board. Performance is monitored through a rigorous and detailed financial and management reporting system, by which monthly results are compared to budgets, the previous year and the agreed targets. The results and explanations for variances are regularly and routinely reported to the Board. Appropriate action is taken where variances arise. 32 Computacenter plc Annual Report and Accounts 2009
  • 37. Internal controls continued Management and specialists within the Finance Department are responsible for ensuring the appropriate maintenance of financial records and processes that ensure all financial information is relevant, reliable, in accordance with the applicable laws and regulations, and distributed both internally and externally in a timely manner. A review of the consolidation and financial statements is completed by management to ensure that the financial position and results of the Group are appropriately reflected. All financial information published by the Group is subject to the approval of the Audit Committee. Risk management Specialists within the Risk and Insurance Department monitor developments and oversee compliance with legislative and regulatory requirements, including consideration of the Turnbull Guidance. A comprehensive risk management programme is developed and monitored by the Risk Committee, the members of which include senior operational managers, the Group Risk Manager and the Group Internal Audit Manager. Further information on the Company’s risks can be found within the Risk Report on page 22. Through a programme of assessment, appropriate measures and systems of control are maintained. Detailed business interruption contingency plans are in place for all key sites and these are regularly tested, in accordance with an agreed schedule. Capital expenditure and investments Procedures exist and authority levels are documented to ensure that capital expenditure is properly appraised and authorised. Cases for all investment projects are reviewed and approved at divisional level. Major investment projects are subject to approval by the Board. Centralised treasury function All cash payments and receipts are managed by centralised finance functions within each of the operating companies. Weekly reporting of cash balances to the Group Finance Department ensures that the position of the Group, as a whole, is properly controlled. The management of liquidity and borrowing facilities for customer specific requirements, ongoing capital expenditure and working capital of the business is undertaken by the Group Finance Director, with regular reporting to the Board. Quality and integrity of staff Rigorous recruitment procedures are in place to ensure that new employees are of a suitable calibre. Management continuously monitors training requirements and annual appraisal procedures are in place to ensure that required standards are maintained. Resource requirements are identified by managers and reviewed by the relevant national Executive Committee. The Company has a comprehensive business ethics policy in place and should an employee be found in breach of the policy, appropriate disciplinary actions are applied. Internal audit The Group has an internal audit function led by the Group Internal Audit Manager who reports to the Chairman of the Audit Committee. The Board, acting through the Audit Committee, has directed the work of Internal Audit towards those areas of the business that are considered to be of the highest risk. The Audit Committee approves a rolling audit programme, ensuring that all significant areas of the business are independently reviewed over, approximately a three-year period. The programme and the findings of the reviews are continually assessed to ensure they take account of the latest information and in particular, the results of the annual review of internal control. The effectiveness of the Internal Audit Department and the Group’s risk management programme are reviewed annually by the Audit Committee. Compliance with DTR The information that is required by DTR 7.2.6, information relating to the share capital of the Company, can be found within the Directors’ Report on page 42. By order of the Board Stephen Benadé Company Secretary 10 March 2010 Computacenter plc Annual Report and Accounts 2009 33
  • 38. DIRECTORS’ REMUNERATION REPORT This report has been prepared by the Remuneration Committee (‘the Committee’) and approved by the Board. In preparing this report and establishing its policy the Board has given full consideration to, and follows the provisions of, the Combined Code, the Companies Act 2006 and the relevant parts of the Listing Rules of the UK Listing Authority. Parts of this report have been audited by the Company’s auditors Ernst & Young LLP, in accordance with the requirements of the Companies Act 2006. The audited sections are identified within the report. A resolution to approve this report will be proposed at the forthcoming Annual General Meeting of the Company. Remuneration Committee and advisors All of the independent Non-Executive Directors and the Chairman of the Board were members of the Committee throughout 2009, and the attendance of Cliff Preddy (Chairman), Ian Lewis, Greg Lock and John Ormerod at Committee meetings can be found in the Corporate Governance statement on page 30. Mike Norris generally attends parts of the Committee meetings by invitation. The Committee’s terms of reference are available for public inspection, either on the Company’s website (www.computacenter.com/investors) or by request from the Company Secretary. During the year, the Remuneration Committee received external advice from Deloitte & Touche LLP. In addition, Directors and employees of the Group, who provided material advice or services to the Committee during the year were Mike Norris (CEO), Stephen Benadé (Company Secretary) and Barry Hoffman (HR Director). The Committee considers comparative practice in the European technology sector, FTSE techMARK 100 companies and FTSE 250 companies. Remuneration policy The Committee reviews and determines, on behalf of the Board, the overall remuneration policy of the Executive Directors, Chairman and with advice from the Chief Executive Officer, the senior executives. No individual is involved in deciding his own remuneration. The Executive Directors make recommendations for approval by the Board concerning the fees for Non-Executive Directors that reflect the time, commitment and responsibilities of their roles. The Company’s remuneration policy is designed to reward Executive Directors with remuneration arrangements that are competitive, but not excessive and which further align the interests of the Directors and shareholders. The policy is designed to ensure that a significant proportion of the total remuneration is dependent upon the Group’s financial performance, over the fiscal year as well as over extended periods and that the remuneration policy is aligned to the Group’s risk profile. These objectives are achieved through a combination of base salary and benefits, performance related annual bonuses, a defined contribution pension scheme and share incentive schemes. Remuneration The main elements of Executive Directors’ Remuneration for 2009 are shown below, with the 2010 elements detailed on page 35. Fixed Performance based Element Basic salary Bonus Performance Share Plan Maximum CEO: Finance Director: 100% of base salary award: 100% of 75% of base salary base salary Purpose: Reflects competitive salary levels Rewards the delivery of Group Improved motivation for senior and takes account of personal operational performance and executives to contribute to growth contribution and performance. achievement of personal objectives. and profitability and better align the Company’s incentive arrangements with shareholders’ interests. Performance Individual contribution. 75% of the maximum bonus potential EPS growth, relative to RPI. standard: based on achievement of specific Group annual financial performance targets, with the balance based on personal objectives approved by the Remuneration Committee each year. For the personal objective component to be payable, Group budgeted profit must be achieved. 34 Computacenter plc Annual Report and Accounts 2009
  • 39. Basic salary and benefits Each Director’s salary is reviewed annually, in order to ensure that the basic salary and benefits remain appropriate. During the review, the Committee considers various factors including performance and relevant market practices on pay, as well as conditions affecting the Group generally. For 2009, the Board as a whole agreed that no Director would receive a base salary increase during the year. The Remuneration Committee have, for the third consecutive year, agreed that no Executive Director will receive a base salary increase during 2010 however, amendments have been made to the structure of the bonus scheme, as detailed below. The Executive Directors receive benefits in line with those offered to employees throughout the Group, including the provision of a car allowance, life insurance, personal accident insurance and the opportunity to participate in the Group’s Save as You Earn scheme (SAYE), as well as participation in the flexible benefits scheme (My Benefits). Performance-related bonus scheme The Executive Directors participate in an annual performance-related bonus scheme and in 2009, for the role of CEO, this had a maximum threshold of 100 per cent of base salary. For the role of Finance Director, the maximum threshold was 75 per cent of base salary. The level of bonus payable is dependent on the achievement of Group financial performance targets and specific personal objectives. Regarding the award for 2009, up to 75 per cent of the maximum bonus potential was linked to the financial performance of the Group against pre-agreed targets. The balance (25 per cent) of the maximum bonus potential was related to the achievement of specific personal objectives agreed with each Director, for the year, by the Chairman or Chief Executive, as appropriate, and approved by the Committee. In order for the personal objective element of the bonus to be achieved, the Group budgeted profit target had to have been reached. For 2009, Mike Norris earned £413,250 (2008: £124,688), representing 87 per cent of the maximum and Tony Conophy earned £189,000 (2008: £78,750), representing 84 per cent of the maximum. The Remuneration Committee have reviewed the bonus arrangements for 2010 and have recommended some changes to the bonus structure. For 2010, 80 per cent of the Executive Directors’ bonuses will be linked to the financial performance of the Group against pre-agreed targets, with 20 per cent of the bonus being dependent on the achievement of specific personal objectives. In addition, from 2010, it will be possible to exceed the maximum bonus potential, subject to an overachievement on the PBT element of the bonus targets, up to an absolute maximum bonus potential of 115 per cent of base salary for the role of CEO and 86.25 per cent for the role of Finance Director. Pension The Executive Directors participate in the Computacenter Pension Scheme, a defined contribution salary sacrifice scheme, under which a maximum annual Company contribution of £5,400 per employee is payable, based on basic salary. The scheme also allows employees to make additional salary sacrifices, which the Company may contribute to the scheme, on their behalf. Share incentive schemes Share incentive schemes are considered to be an important part of the executive remuneration policy, designed to support management retention and motivation, whilst aligning senior management’s interests with those of shareholders. The details of the historical grants and associated performance conditions are set out in the table of Directors’ interests in share options on page 38. Performance Share Plan – annual awards The Performance Share Plan 2005 (PSP) is the Company’s primary long-term incentive scheme for Executive Directors and senior employees. The Committee approves grants under this scheme, once a year, although further grants may be made in appropriate circumstances. At the 2009 Annual General Meeting, the maximum value of shares that may be awarded under the plan to an employee in a financial year, was increased from one to two times base salary, which can be exceeded in exceptional circumstances to a maximum of three times base salary. For 2010, the Committee agreed that awards made to the Executive Directors would be in the range of 0.75 to one times base salary. Annual awards under this plan are subject to performance conditions, as detailed below: For 2009, the PSP performance target was based on the Group’s annual adjusted earning per share (EPS) growth in relation to the retail price index (RPI) and measured over a three-year period. This arrangement applies throughout the Group, except in France, where a two-year measurement period applies, with a further condition that the shares are held for an additional two-year holding period, in order to gain favourable tax treatment. No shares subject to awards will vest if cumulative annual growth is less than RPI plus 3 per cent. One quarter of the shares will vest at RPI plus 3 per cent. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the Group’s EPS growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis between those limits. There will be no retesting of the performance target. EPS has been chosen as a performance measure as it is widely used and is considered a transparent yardstick. EPS is calculated on a pre-exceptional, diluted basis. The Committee has reviewed the performance criteria to ensure that these remain sufficiently challenging in light of market expectations and in comparison to market practice. It has been agreed that the performance conditions for the annual grant made in 2010, will remain the same. Computacenter plc Annual Report and Accounts 2009 35
  • 40. Directors’ remuneration report continued Share incentive schemes continued Performance Share Plan – special awards During 2008, the Committee reviewed the level of long-term incentivisation and, after shareholder consultation, approved an additional grant for 2009 only, which was made to six senior executives, including the Executive Directors. This one-off award is subject to significantly more challenging performance conditions, than the annual grant and was designed not only to incentivise but to provide an aspirational target. The performance condition attached to this award is based on the Group’s profit before tax, for the year ended 31 December 2011. If in 2011, profit before tax reaches £90 million, 25 per cent of the award will vest and, if the profit before tax is £100 million or more, 100 per cent of the awards will vest. Awards will vest on a straight line basis between those limits. Share options The Company also operates the Computacenter Employee Share Option Scheme 2007 (‘the scheme’). As the PSP is the primary long-term incentive scheme, the Committee intends that the scheme be used only in limited circumstances. No grants were made to employees or Directors, under this scheme, during 2009. The Executive Directors have historically been awarded share options under the Company’s previous share option schemes and details of these grants can be found in the table of Directors’ interests in share options on page 38. The maximum number of options that can be awarded under the scheme will remain three times base salary, although this can be exceeded in exceptional circumstances. Where grants are made to Executive Directors, it is current policy to grant a maximum of 1.25 times base salary. Should grants be made under the scheme in 2010, any applicable performance conditions will be subject to review by the Committee, taking account of prevailing market conditions, Group plans and objectives. Dilution limits The Company uses a mixture of both new issue and market purchase shares to satisfy awards under the option, PSP and SAYE schemes. In line with best practice, the use of new issue or treasury shares to satisfy awards made under all share schemes, is restricted to 10 per cent in any 10-year rolling period, with a further restriction for discretionary schemes of 5 per cent in the same period. As at the year-end, the potential dilution from awards under all share plans was approximately 5.15 per cent and the potential dilution from awards under the discretionary schemes was approximately 2.18 per cent. Directors’ contracts Contract/letter Unexpired term Notice of appointment (months)* as at period Director start date Expiry date 10 March 2010 (months) Executive Mike Norris 23.04.1998 n/a none specified 12 Tony Conophy 23.04.1998 n/a none specified 12 Non-Executive Greg Lock 01.07.2008 2011 AGM 14 3 Philip Hulme 05.05.2009 2012 AGM 26 3 Ian Lewis 15.06.2009 2012 AGM 26 3 Peter Ogden 05.05.2009 2012 AGM 26 3 John Ormerod 31.10.2009 2012 AGM 26 3 Cliff Preddy 16.05.2008 2011 AGM 14 3 * Calculated as at 10 March 2010, assuming that future Annual General Meetings will be held in May each year, and further assuming re-election where required to retire at earlier Annual General Meetings in accordance with the Company’s Articles of Association. All Executive Directors have a rolling 12 month service contract with the Company, which is subject to 12 months’ notice by either the Company or the Director. No contractual arrangements are in place, which guarantee additional payments upon termination of employment by the Company. All service contracts provide for summary termination in the event of gross misconduct. Executive Directors are permitted to hold outside Directorships, subject to approval by the Chairman, and such Executive Director is permitted to retain any fees paid for such services. During the year, Mike Norris served as a Non-Executive Director of Triage Limited and received a fee of £24,000. The Non-Executive Directors have not entered into service contracts with the Company. They each operate under a letter of appointment which sets out their terms, duties and responsibilities. Non-Executive Directors are appointed for an initial term, which runs to the conclusion of the third Annual General Meeting, following their appointment and may be renewed at that point for a further three-year term. All Directors must offer themselves for re-election by shareholders, in general meeting, at least every three years, in accordance with the Company’s Articles of Association. 36 Computacenter plc Annual Report and Accounts 2009
  • 41. Performance graph Computacenter’s shares are quoted on the London Stock Exchange and the Committee has deemed the FTSE Software & Computer Services share index as the appropriate comparator, against which to assess Total Shareholder Return performance. The performance of the Group over the last five financial years, in relation to other relevant UK-quoted shares, is shown in the graph below: Total Shareholder Return performance Computacenter versus FTSE Software and Computer Services sector 140 120 100 80 Total return (%) 60 40 20 0 Dec 04 Dec 05 Dec 06 Dec 07 Dec 08 Dec 09 Computacenter Sector Audited information The Directors’ remuneration and Directors’ interests in share incentive schemes detailed in the tables below, and their associated notes, are subject to audit. Directors’ remuneration Performance Basic salary related Total Total and fees bonuses Other 2009 2008 £ £ £ £ £ Executive Directors Mike Norris 475,000 413,250 – 888,250 599,688 Tony Conophy 314,800 189,000 – 503,800 393,411 Non–Executive Directors Greg Lock1 140,000 – – 140,000 70,000 Ron Sandler2 – – – – 15,538 Philip Hulme3 34,000 – – 34,000 27,200 Ian Lewis4 38,583 – – 38,583 34,000 Peter Ogden 34,000 – – 34,000 34,000 John Ormerod5 47,000 – – 47,000 47,000 Cliff Preddy6 39,500 – – 39,500 61,737 1,122,883 602,250 – 1,725,133 1,282,574 1 Greg Lock was appointed Non-Executive Chairman on 1 July 2008. 2 Ron Sandler resigned from the Board on 18 February 2008. 3 Philip Hulme was paid per meeting he attended during 2008. 4 During 2009 Ian Lewis received an additional annual fee of £5,000 for his services as Chairman of the ERP Project Committee. 5 John Ormerod receives an additional annual fee of £13,000 for his services as Chairman of the Audit Committee. 6 Cliff Preddy receives an additional annual fee of £5,500 for his services as Chairman of the Remuneration Committee. In addition, Cliff Preddy acted as Chairman of the Company between 19 February 2008 and 1 July 2008 and for this period he received a fee increase of £22,237. Computacenter plc Annual Report and Accounts 2009 37
  • 42. Directors’ remuneration report continued Interests in share incentive schemes Exercise/ At 1 Granted Exercised At 31 Scheme share price January during the during the December Director type (p) Exercise dates Note 2009 year year Lapsed 2009 Mike Norris Option 322.00 10/04/2005 – 09/04/2012 3 122,670 – – – 122,670 395.00 01/12/2008 – 31/05/2009 2 4,012 – – 4,012 – 424.00 02/04/2007 – 01/04/2014 5 126,768 – – 126,768 – 320.00 01/12/2014 – 31/05/2015 2 – 4,859 – – 4,859 Total 253,450 4,859 – 130,780 127,529 PSP 245.00 01/04/2009 – 01/10/2009 6 181,500 – 181,500 – – 285.25 01/04/2010 – 01/10/2010 7 156,026 – – – 156,026 187.00 01/04/2011 – 01/10/2011 8 223,930 – – – 223,930 126.50 13/03/2012 – 13/09/2012 9 – 208,102 – – 208,102 123.00 20/03/2012 – 20/09/2012 10 – 390,000 – – 390,000 Total 561,456 598,102 181,500 – 978,058 Tony Conophy Option 322.00 10/04/2005 – 09/04/2012 1,4 9,316 – – – 9,316 322.00 10/04/2005 – 09/04/2012 3 66,770 – – – 66,770 424.00 02/04/2007 – 01/04/2014 5 79,599 – – 79,599 – 178.00 01/12/2012 – 31/05/2013 2 9,438 – – – 9,438 Total 165,123 – – 79,599 85,524 PSP 245.00 01/04/2009 – 01/10/2009 6 117,861 – 117,861 – – 285.25 01/04/2010 – 01/10/2010 7 101,319 – – – 101,319 187.00 01/04/2011 – 01/10/2011 8 136,364 – – – 136,364 126.50 13/03/2012 – 13/09/2012 9 – 131,433 – – 131,433 123.00 20/03/2012 – 20/09/2012 10 – 240,000 – – 240,000 Total 355,544 371,433 117,861 – 609,116 The Company’s Non-Executive Directors are not invited, or permitted to participate in any of the Company’s Employee Share Schemes. Notes: 1 Issued under the terms of the Computacenter Employee Share Option Scheme 1998. 2 Issued under the terms of the Computacenter Sharesave Plus Scheme, which is available to all employees and full time Executive Directors of the Computacenter Group. 3 Issued under the terms of the Computacenter Performance Related Share Option Scheme 1998. The options become exercisable if the average annual compound growth in the Group’s earnings per share (on a post-investment in the Biomni joint venture, diluted basis) compared to the base year of 2001, is at least equal to the RPI plus 5 per cent in any of the three-, four- or five-year periods up to and including 2004, 2005 or 2006 respectively. 4 Exercisable on the condition that the average annual compound growth in the Group’s earnings per share (on a post-investment in the Biomni joint venture, diluted basis) compared to the base year of 2001, is at least equal to the RPI plus 5 per cent in any of the three-, four- or five-year periods up to and including 2004, 2005 or 2006 respectively. 5 Issued under the terms of the Computacenter Performance Related Share Option Scheme 1998. The options become exercisable if the average annual compound growth in the Group’s earnings per share (on a post-investment in the Biomni joint venture, diluted basis) compared to the base year of 2003, is at least equal to the RPI plus 5 per cent in any of the three-, four- or five-year periods up to and including 2006, 2007 or 2008 respectively. 6 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the Group’s earnings per share is at least equal to RPI plus 3 per cent over the three consecutive financial years starting on 1 January 2006 and ending on 31 December 2008, compared to the base year of 2005. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis. 7 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the Group’s earnings per share is at least equal to RPI plus 3p per cent over the three consecutive financial years starting on 1 January 2007 and ending on 31 December 2009, compared to the base year of 2006. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis. 8 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the Group’s earnings per share is at least equal to RPI plus 3 per cent over the three consecutive financial years starting on 1 January 2008 and ending on 31 December 2010, compared to the base year of 2007. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis. 9 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if the average annual compound growth in the Group’s earnings per share is at least equal to RPI plus 3 per cent over the three consecutive financial years starting on 1 January 2009 and ending on 31 December 2011, compared to the base year of 2008. Awards will vest in full if the Group’s cumulative annual growth is at or above RPI plus 7.5 per cent. If the Group’s earnings per share growth over the period is between 3 per cent and 7.5 per cent above RPI, awards will vest on a straight line basis. 10 If in 2011, profit before tax reaches £90 million, 25 per cent of the awards will vest, if the profit before tax is £100 million or more, 100 per cent of the awards will vest, awards will vest on a straight line basis between those limits. 38 Computacenter plc Annual Report and Accounts 2009
  • 43. Gains made from Executive Share Schemes during the year by the Directors were: Exercise Market value Gain on Number of price at exercise exercise Date of vesting Scheme shares (p) (p) (£) Director Tony Conophy 14/04/2009 PSP 117,861 n/a 124 146,148 Mike Norris 14/04/2009 PSP 181,500 n/a 124 225,060 The market price of the ordinary shares at 31 December 2009 was 250.30 pence. The highest price during the year was 345.00 pence and the lowest was 78.00 pence. Stephen Benadé Company Secretary 10 March 2010 Computacenter plc Annual Report and Accounts 2009 39
  • 44. DIRECTORS’ REPORT The Directors present their report and the audited financial statements of Computacenter plc and its subsidiary companies (‘the Group’) for the year ended 31 December 2009. Principal activities The Company is a holding company. The principal activities of the Group, of which it is the parent, are the supply, implementation, support and management of information technology systems. Business review The Companies Act 2006 requires the Group to prepare a business review, which runs from the start of the Report and Accounts, up to page 27 and as such, should be considered part of the Directors’ Report. The review includes information about the Group’s operations, financial performance throughout the year and likely developments, key performance indicators, an overview of the markets in which the Group operates, principal risks and information regarding the Group’s sustainable development. Corporate governance Under Disclosure and Transparency Rule 7.2, the Company is required to include a Corporate Governance Statement within the Directors’ Report. Information on the corporate governance practices can be found in the Corporate Governance Statement on pages 29 to 33, which is incorporated into the Report of the Directors by reference. Results and dividends The Group’s activities resulted in a profit before tax of £48.4 million (2008: £39.5 million). The Group profit for the year available to shareholders amounted to £37.7 million (2008: £37.3 million). The Directors have decided to pay an additional interim dividend of 8.0 pence per share, in lieu of a payment of a final dividend. This interim dividend totals £11.8 million (2008: final dividend of £8.1 million). Dividends are recognised in the accounts in the year in which they are paid, or in the case of a final dividend, when approved by the shareholders. As such, the amount recognised in the 2009 accounts, as described in note 11, is made up of last year’s final dividend (5.5 pence per share) and the interim dividend (2.7 pence per share) of 2009. Directors and Directors’ authority The Directors who served through-out the year ended 31 December 2009 were Tony Conophy, Philip Hulme, Ian Lewis, Greg Lock, Mike Norris, John Ormerod, Peter Ogden and Cliff Preddy. Brief biographical details of the Directors at the date of this report are given on page 28. Mike Norris and Ian Lewis will retire by rotation at the forthcoming Annual General Meeting (AGM) and, being eligible, will offer themselves for re-election. Philip Hulme and Peter Ogden, having served as Directors for more than nine years, will also retire and offer themselves for re-election at the AGM. Cliff Preddy will retire by rotation at the forthcoming AGM, but will not offer himself for re-election. The Company’s Articles of Association provide for a Board of Directors consisting of not fewer than three but not more than 20 Directors, who manage the business and affairs of the Company. The Directors may appoint additional or replacement Directors, who shall serve until the next AGM of the Company at which point they will be required to stand for election by the members. At each AGM one-third of the Directors are required to retire by rotation and they may stand for re-election. A Director may be removed from office at a general meeting by the passing of an Ordinary Resolution (provided special notice has been given). Members have previously approved a Resolution to give the Directors authority to allot shares and a renewal of this authority is proposed at the 2010 AGM. This authority allows the Directors to allot shares up to the maximum amount stated in the Notice of the Annual General Meeting (approximately one-third of the issued share capital) and this authority would generally expire at the following AGM. In addition, the Company may not allot shares for cash (unless pursuant to an employee share scheme) without first making an offer to existing shareholders in proportion to their existing holdings. This is known as pre-emption rights. A Resolution to allow a limited dis-application of these pre-emption rights has been passed by the members previously and a renewal of this authority is proposed for the 2010 AGM. This authority is also restricted to a specific amount (as detailed in the Notice of Annual General Meeting), which is approximately 5 per cent of the issued share capital. This authority generally expires at the conclusion of the following AGM. The Company may only amend its Articles of Association by passing a Special Resolution in general meeting. The Company is proposing to amend its Articles of Association at the forthcoming AGM, in order to bring them in line with the Companies Act 2006. A summary of the proposed changes to the Articles, has been sent to all shareholders along with the notice of Annual General Meeting. A black-lined copy of the proposed Articles of Association is also available on the Company’s website (www.computacenter.com/investors). 40 Computacenter plc Annual Report and Accounts 2009
  • 45. Directors’ indemnities The Company has granted indemnities to each of its Directors to the extent permitted by law and these indemnities remain in force at the date of this report. The indemnities are uncapped and cover all costs, charges, losses and liabilities the Directors may incur to third parties, in the course of acting as Directors of the Company or its subsidiaries. Directors’ conflicts of interests From 1 October 2008, a Director has had a statutory duty to avoid a situation in which he has, or can have, an interest that conflicts or possibly may conflict with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has been authorised in accordance with the Articles of Association by the other Directors. The Articles of Association were amended to include the relevant authorisation for Directors to approve such conflicts by a resolution of shareholders at the 2008 AGM. During 2008 procedures were put in place to ensure compliance with the Directors’ conflict of interest duties set out in the Companies Act 2006. All Directors were asked to submit details to the Company Secretary of any current situations (appointments or otherwise) which may give rise to a conflict, or potential conflict, of interest. Notifications were received from all Directors. These were reviewed by the Board and the Board identified those which required further consideration and, if appropriate, approval. Following consideration, the Board approved the conflict or potential conflict matters, subject to the condition that the Directors concerned abstain from participating in any discussion or decision affected by the conflict matter. In each case, authorisation was given by Directors who were genuinely independent of the conflict matter. A record of all authorisations is maintained by the Company Secretary and will be reviewed by the Board on an annual basis. All Directors are required to notify the Company Secretary of any changes to their registered conflicts, including new potential conflicts of interest. Directors’ interests in shares The interests of the Directors in the share capital of the Company at the beginning and end of the year are set out below: At 1 January 2009 At 31 December 2009 or as at date of appointment Number of Number of Number of Number of ordinary shares ordinary shares ordinary shares ordinary shares Beneficial Non-Beneficial Beneficial Non-Beneficial Executive Directors Mike Norris 1,385,658 – 1,204,158 – Tony Conophy 2,175,905 – 2,058,044 – Non-Executive Directors Greg Lock 350,000 – 200,000 – Philip Hulme 19,291,770 9,143,921 19,291,770 9,143,921 Ian Lewis 45,000 – 45,000 – Peter Ogden 35,335,636 979,166 35,335,636 979,166 John Ormerod 15,000 – 5,000 – Cliff Preddy 14,166 – 14,166 – Between 31 December 2009 and 10 March 2010 there have been no changes to the interests detailed above. Major interests in shares In addition to the Directors’ interests set out above, as at 10 March 2010, the Company had been notified, in accordance with the Financial Services Authority’s Disclosure and Transparency Rules, of the following substantial interests in the Company’s issued ordinary share capital. Number of % of ordinary shares issued held share capital Fidelity International Ltd (Indirect) 9,601,943 6.01% Lloyds TSB Group Plc (Indirect) 5,381,288 3.37% JP Morgan Asset Management Holdings Inc 7,762,043 5.07% Computacenter plc Annual Report and Accounts 2009 41
  • 46. Directors’ report continued Capital structure As at 10 March 2010, there were 153.1 million fully paid ordinary shares in issue, all of which have full voting rights and there are no restrictions on the transfer of shares. Pursuant to the Company’s share schemes, there are two employee trusts which, as at the year-end, held a total of 5,728,576 ordinary shares of 6 pence, representing 3.74 per cent of the issued share capital. During the year the Trusts purchased a total of 493,513 shares. The voting rights attaching to these shares are not exercisable directly by the employees, but are exercisable by the Trustees. However, in line with good practice, the Trustees do not exercise these voting rights. In the event of another company taking control of the Company, the employee share schemes operated by the Company have set change of control provisions. Participants may, in certain circumstances, be allowed to exchange their options for options of equivalent value over shares in the acquiring company. Alternatively the options may vest early, in which case, early vesting under the executive schemes will be pro-rated accordingly and under the Sharesave scheme, employees will only be able to exercise the option, to the extent of their accumulated saving. The Company was granted authority at the 2009 AGM, to make market purchases of up to 15,306,624 ordinary shares of 6 pence. This authority will expire at the 2010 AGM, where approval from shareholders will be sought to renew the authority. During the period no market purchases of ordinary shares were made, by the Company. Significant agreements and relationships The Group has various borrowing facilities provided primarily by Barclays Bank plc, the most significant of which is a £60 million secured credit facility signed in May 2008. These agreements include a change of control provision, which may result in the facility being withdrawn or amended upon a change of control of the Group. In addition to financing arrangements, the Board considers that there are a number of relationships with suppliers which are significant to the business, namely with HP, IBM, Microsoft, Sun and Lenovo. Creditors payment policy The Company does not hold any trade creditor balances. However, it is the policy of the Group that each of the businesses should agree appropriate terms and conditions with suppliers (ranging from standard written terms to individually negotiated contracts) and that payment should be in accordance with those terms and conditions, provided that the supplier has also complied with them. Group creditor days amounted to 46 (2008: 45). Financial instruments The Group’s financial risk management objectives and policies are discussed in the Finance Director’s Review on pages 18 to 21. Employee share schemes The Company operates executive share option schemes and a performance-related option scheme for the benefit of employees. During the year, no options over ordinary shares of 6p were granted under the executive share option schemes (2008: 40,000). At the year-end options remained outstanding under these schemes, in respect of a total of 2,714,756 ordinary shares of 6 pence each (2008: 4,421,506 ordinary shares). During the year, 115,000 options over shares were exercised and options over 1,591,750 shares lapsed. The Company also operates a Performance Share Plan (PSP) to incentivise employees. During the year, 3,029,337 ordinary shares of 6 pence were conditionally awarded (2008: 1,635,160). At the year-end, awards over 5,053,973 shares remained outstanding, under this scheme (2008: 3,624,497 ordinary shares). During the year, awards over 1,216,601 shares were transferred to participants and awards over 383,260 shares lapsed. In addition, the Company operates a Sharesave scheme for the benefit of employees. At the year-end 2,595,964 (2008: 3,043,897) options granted under the Sharesave scheme remained outstanding. Corporate sustainable development The Board recognises that acting in a socially responsible way benefits the community, our customers, shareholders, the environment and employees alike. Further information can be found in the Sustainable Development Report on pages 24 to 27. Health, safety and environment It remains the policy of the Group that each business maintains the high standards necessary to safeguard the health and safety of its employees, customers, contractors and the public. This commitment is formally contained in the Health and Safety Policy Statement, which is available from the Company’s website at www.computacenter.com/corporate-responsibility or upon request. The Group’s Health, Safety and Environment (HSE) Department monitors and reviews all procedures and policies, utilising the advice of external consultants, where necessary, in order to ensure the management systems comply with current legal requirements. Further objectives in relation to the maintenance of appropriate health, safety and environment standards, are detailed in the Sustainable Development Report on pages 24 to 27. Equal opportunities The Group takes the issues of equality and diversity very seriously and is committed to equal opportunities, monitoring and regularly reviewing policies and practices to ensure that it meets current legislative requirements, as well as Computacenter’s own internal standards. The Group is committed to make full use of the talents and resources of all its employees and to provide a healthy environment that encourages good and productive working relationships within the organisation. Policies dealing with equal opportunities are in place in all parts of the Group, which take account of the Group’s overall commitment and also addresses local regulatory requirements. Further information can be found in the Sustainable Development Report on pages 24 to 27. 42 Computacenter plc Annual Report and Accounts 2009
  • 47. Employee involvement Computacenter remains committed to involving all employees in significant business issues, particularly matters which affect their work and working environment. Employee involvement is undertaken through a variety of methods including team briefings, intranet, electronic mail and in-house publications. The primary method is through team briefings where managers are tasked with ensuring that information sharing, discussion and feedback happen on a regular basis. Employee consultative forums exist in each country to consult staff on major issues affecting employment and matters of policy and to enable management to seek the views and opinions of employees on a wide range of business matters. Should there be transnational issues to discuss, a facility exists to engage a European forum made up of representatives from country forums. Performance and personal development The Group is committed to the development of its employees through a regular performance review process. Managers are responsible for setting and reviewing personal objectives aligned to corporate and functional goals, reviewing performance against behavioural standards appropriate to job level, agreeing appropriate training and development interventions, and discussing career aspirations. The Group Executive Committee has overall responsibility for monitoring management development and ensuring that the required skills are available to meet the current and future management needs of the Group. At divisional and functional level, review processes exist to ensure that there is breadth and depth of management talent throughout the business. The UK business retains its Investor in People status. Computacenter’s reward strategy is reviewed regularly and continues to emphasise performance-related pay, particularly for more senior managers, with bonus payments aligned to financial performance. Key performance indicators (KPIs) Performance and operational KPIs can be found within the strategy spread at the front of the report and accounts. The Board considers employee driven attrition rates as a KPI in relation to employee issues. For the year ended 31 December 2009 this figure was 6.14 per cent (2008: 13.67 per cent). Further KPIs on employee and environmental matters can be found within the Corporate Sustainable Development Report on pages 24 to 27. Workplace International human rights obligations and international employment laws are met through a broad range of policies across the Group. These ensure that, for example, employees are not subject to discrimination, arbitrary or unjust dismissal or unjust application of wage rates. Further information on this can be found in the Sustainable Development Report on pages 24 to 27. Business ethics An ethics policy is operated by the Group, which commits Computacenter employees to the highest standards of ethical behaviour in respect of customers, suppliers, colleagues and other stakeholders in the business. The policy includes a requirement for all employees to report abuses or non-conformance with the policy (‘whistle-blowing’) and sets out the procedures to be followed. Community relations and charity activities The Group supports community and charitable projects as part of its commitment to corporate social responsibility and encourages its employees to support such projects. It also organises and supports ad hoc charitable fundraising events. In addition, the donation of IT equipment to schools and other charitable causes is a feature of the Group’s recycling programmes. Further information on the Groups’ community initiatives can be found within the Sustainable Development Report on pages 24 to 27. In 2009 the Group made charitable donations amounting to £100,050 (2008: £87,000). During the year the Group did not make any political donations to any political party, or other political organisation and did not incur any political expenditure within the meaning of Sections 362 to 379 of the Companies Act 2006. 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, which runs from the start of the Report and Accounts, up to page 27. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Finance Director’s Review on pages 18 to 21. In addition, notes 24 to 25 to the financial statements include the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. The Group has considerable financial resources together with long-term contracts with a number of customers and suppliers across different geographic areas and industries. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. Auditors Ernst & Young LLP has expressed its willingness to continue in office as auditor and a resolution approving the re-appointment of Ernst & Young LLP as the Company’s auditor will be proposed at the forthcoming AGM. Computacenter plc Annual Report and Accounts 2009 43
  • 48. Directors’ report continued Directors’ responsibilities Statement of Directors’ responsibilities in relation to the financial statements The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable company law and those International Financial Reporting Standards as adopted by the European Union. The Directors are required to prepare financial statements for each financial year which present fairly the financial position of the Company and of the Group and the results and cash flows of the Group for that period. In preparing those financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether applicable accounting standards have been followed, subject to any material departures being disclosed and explained in the accounts; and • prepare the accounts on a going concern basis unless it is inappropriate to presume that the Group or Company will continue in its business. The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the accounts comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence, taking reasonable steps for the prevention and detection of fraud and other irregularities. Disclosure of information to auditors Each of the persons who is a Director at the date of approval of this report confirms that: • to the best of each Director’s knowledge and belief, there is no information relevant to the preparation of their report of which the Group’s auditors are unaware; and • each Director has taken all steps a Director might reasonably be expected to have taken, to be aware of relevant audit information and to establish that the Group’s auditors are aware of that information. Directors’ responsibility statement • The financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit for the Company and undertakings included in the consolidation taken as a whole; and • Pursuant to the Disclosure and Transparency Rules the Company’s annual report and accounts include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. On behalf of the Board Mike Norris Tony Conophy Chief Executive Finance Director 10 March 2010 44 Computacenter plc Annual Report and Accounts 2009
  • 49. INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COMPUTACENTER PLC We have audited the Group financial statements of Computacenter plc for the year ended 31 December 2009 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and the related notes 1 to 32. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditors As explained more fully in the Directors’ Responsibilities Statement set out on page 44, the Directors are responsible for the preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the Group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion the Group financial statements: • give a true and fair view of the state of the Group’s affairs as at 31 December 2009 and of its profit for the year then ended; • have been properly prepared in accordance with IFRSs as adopted by the European Union; and • have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation. Opinion on other matter prescribed by the Companies Act 2006 In our opinion: • the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the Group financial statements; and • the information given in the Corporate Governance Statement set out on pages 29 to 33 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Under the Listing Rules we are required to review: • the Directors’ statement, set out on page 43, in relation to going concern; and • the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review. Other matter We have reported separately on the Parent Company financial statements of Computacenter plc for the year ended 31 December 2009 and on the information in the Directors’ Remuneration Report that is described as having been audited. Peter Bateson (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Luton 10 March 2010 Computacenter plc Annual Report and Accounts 2009 45
  • 50. CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2009 2009 2008 Note £’000 £’000 Revenue 3 2,503,198 2,560,135 Cost of sales (2,153,395) (2,205,276) Gross profit 349,803 354,859 Distribution costs (19,032) (20,268) Administrative expenses (272,876) (288,418) Operating profit: 4 Before amortisation of acquired intangibles and exceptional items 57,895 46,173 Amortisation of acquired intangibles (517) (525) Exceptional items 5 (5,299) (3,046) Operating profit 52,079 42,602 Finance income 7 1,307 3,095 Finance costs 8 (4,977) (6,161) Profit before tax: Before amortisation of acquired intangibles and exceptional items 54,225 43,107 Amortisation of acquired intangibles (517) (525) Exceptional items (5,299) (3,046) Profit before tax 48,409 39,536 Income tax expense: Before exceptional items (12,113) (10,571) Tax on exceptional items 5 1,415 – Exceptional tax items 5 – 8,377 Income tax expense 9 (10,698) (2,194) Profit for the year 37,711 37,342 Attributable to: Equity holders of the parent 10 37,703 37,337 Non-controlling interests 8 5 37,711 37,342 Earnings per share 10 – basic 25.7p 24.7p – diluted 24.9p 24.2p 46 Computacenter plc Annual Report and Accounts 2009
  • 51. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2009 2009 2008 £’000 £’000 Profit for the year 37,711 37,342 Exchange differences on translation of foreign operations (10,173) 24,864 Total comprehensive income for the period 27,538 62,206 Attributable to: Equity holders of the parent 27,543 62,198 Non-controlling interests (5) 8 27,538 62,206 Computacenter plc Annual Report and Accounts 2009 47
  • 52. CONSOLIDATED BALANCE SHEET As at 31 December 2009 2009 2008 Notes £’000 £’000 Non-current assets Property, plant and equipment 12 105,290 123,315 Intangible assets 13 72,965 51,551 Investment in associate 15 57 – Deferred income tax asset 9 16,444 16,672 194,756 191,538 Current assets Inventories 17 67,086 105,831 Trade and other receivables 18 475,646 529,501 Prepayments 55,785 53,766 Accrued income 29,538 43,942 Forward currency contracts 24 726 – Cash and short-term deposits 19 108,017 53,372 736,798 786,412 Total assets 931,554 977,950 Current liabilities Trade and other payables 20 378,929 378,721 Deferred income 123,861 115,274 Financial liabilities 21 48,647 96,154 Forward currency contracts 24 – 644 Income tax payable 3,815 10,275 Provisions 23 2,202 2,100 557,454 603,168 Non-current liabilities Financial liabilities 21 22,022 41,809 Provisions 23 11,605 9,565 Other non-current liabilities 227 615 Deferred income tax liabilities 9 1,674 1,582 35,528 53,571 Total liabilities 592,982 656,739 Net assets 338,572 321,211 Capital and reserves Issued capital 26 9,186 9,181 Share premium 26 2,929 2,890 Capital redemption reserve 26 74,950 74,950 Own shares held 26 (9,657) (11,169) Foreign currency translation reserve 26 16,208 26,368 Retained earnings 244,940 218,970 Shareholders’ equity 338,556 321,190 Non-controlling interests 16 21 Total equity 338,572 321,211 Approved by the Board on 10 March 2010 MJ Norris FA Conophy Chief Executive Finance Director 48 Computacenter plc Annual Report and Accounts 2009
  • 53. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2009 Attributable to equity holders of the parent Foreign Capital Own currency Non- Issued Share redemption shares translation Retained controlling Total capital premium reserve held reserve earnings Total interests equity £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 At 1 January 2009 9,181 2,890 74,950 (11,169) 26,368 218,970 321,190 21 321,211 Profit for the year – – – – – 37,703 37,703 8 37,711 Other comprehensive income – – – – (10,160) – (10,160) (13) (10,173) Total comprehensive income – – – – (10,160) 37,703 27,543 (5) 27,538 Cost of share-based payments – – – – – 2,555 2,555 – 2,555 Deferred tax on share-based payment transactions – – – – – 298 298 – 298 Exercise of options 5 39 – 2,072 – (2,072) 44 – 44 Purchase of own shares – – – (560) – – (560) – (560) Equity dividends – – – – – (12,514) (12,514) – (12,514) At 31 December 2009 9,186 2,929 74,950 (9,657) 16,208 244,940 338,556 16 338,572 At 1 January 2008 9,504 2,890 74,627 (11,380) 1,507 201,035 278,183 13 278,196 Profit for the year – – – – – 37,337 37,337 5 37,342 Other comprehensive income – – – – 24,861 – 24,861 3 24,864 Total comprehensive income – – – – 24,861 37,337 62,198 8 62,206 Cost of share-based payments – – – – – 2,525 2,525 – 2,525 Exercise of options – – – 298 – (298) – – – Purchase of own shares – – – (9,695) – – (9,695) – (9,695) Cancellation of own shares (323) – 323 9,608 – (9,608) – – – Equity dividends – – – – – (12,021) (12,021) – (12,021) At 31 December 2008 9,181 2,890 74,950 (11,169) 26,368 218,970 321,190 21 321,211 Computacenter plc Annual Report and Accounts 2009 49
  • 54. CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December 2009 2009 2008 Notes £’000 £’000 Operating activities Profit before taxation 48,409 39,536 Net finance costs 3,670 3,066 Depreciation 12 35,326 36,719 Amortisation 13 4,631 4,764 Share-based payments 2,555 2,525 Loss on disposal of property, plant and equipment 23 526 Impairment of intangible assets – 3,046 Loss on disposal of intangible assets – 48 Profit on disposal of business 5 (1,879) – Decrease in inventories 34,126 19,793 Decrease/(increase) in trade and other receivables 52,348 (34,844) Increase in trade and other payables 10,960 16,190 Other adjustments 283 (760) Cash generated from operations 190,452 90,609 Income taxes paid (17,500) (6,052) Net cash flow from operating activities 172,952 84,557 Investing activities Interest received 1,717 3,884 Acquisition of subsidiaries, net of cash acquired 16 (9,742) – Proceeds from sale of business 5 2,982 – Sale of property, plant and equipment 7 30 Purchases of property, plant and equipment (9,511) (10,065) Purchases of intangible assets (11,790) (14,278) Net cash flow from investing activities (26,337) (20,429) Financing activities Interest paid (4,540) (7,254) Dividends paid to equity shareholders of the parent 11 (12,514) (12,021) Proceeds from share issues 44 – Purchase of own shares (560) (9,695) Repayment of capital element of finance leases (20,956) (25,713) Repayment of loans (40,248) (28,633) New borrowings 16,357 46,610 (Decrease)/increase in factor financing (25,600) 12,763 Net cash flow from financing activities (88,017) (23,943) Increase in cash and cash equivalents 58,598 40,185 Effect of exchange rates on cash and cash equivalents (533) (562) Cash and cash equivalents at the beginning of the year 19 46,889 7,266 Cash and cash equivalents at the year-end 19 104,954 46,889 50 Computacenter plc Annual Report and Accounts 2009
  • 55. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2009 1 Authorisation of financial statements and statement of compliance with IFRS The consolidated financial statements of Computacenter plc for the year ended 31 December 2009 were authorised for issue in accordance with a resolution of the Directors on 10 March 2010. The balance sheet was signed on behalf of the Board by MJ Norris and FA Conophy. Computacenter plc is a limited company incorporated and domiciled in England whose shares are publicly traded. The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union as they apply to the financial statements of the Group for the year ended 31 December 2009 and applied in accordance with the Companies Act 2006. 2 Summary of significant accounting policies Basis of preparation The consolidated financial statements are presented in Sterling and all values are rounded to the nearest thousand (£’000) except when otherwise indicated. Basis of consolidation The consolidated financial statements comprise the financial statements of Computacenter plc and its subsidiaries as at 31 December each year. The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using existing GAAP in each country of operation. Adjustments are made on consolidation translating any differences that may exist between the respective local GAAPs and IFRS. All intra-group balances, transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are consolidated from the date on which the Group obtains control and cease to be consolidated from the date on which the Group no longer retains control. Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries that is not held by the Group and is presented separately within equity in the consolidated balance sheet, separately from parent shareholders’ equity. Changes in accounting policy and disclosures The accounting policies adopted are consistent with those of the previous financial year except as follows: The Group has adopted the following new and amended IFRS and IFRIC interpretations during the year. Adoption of these standards did not have any effect on the financial performance or position of the Group. They did however give rise to additional disclosures. The other pronouncements which came into force during the year were not relevant to the Group: IFRS 2 Share-based Payment (Revised) The IASB issued an amendment to IFRS 2 which clarifies the definition of vesting conditions and prescribes the treatment for an award that is cancelled. The Group adopted this amendment as of 1 January 2009. It did not have an impact on the financial position or performance of the Group. IFRS 7 Financial Instruments: Disclosures The amended standard requires additional disclosures about fair value measurement and liquidity risk. Fair value measurements related to items recorded at fair value are to be disclosed by source of inputs using a three level fair value hierarchy, by class, for all financial instruments recognised at fair value. In addition, a reconciliation between the beginning and ending balance for level 3 fair value measurements is now required, as well as significant transfers between levels in the fair value hierarchy. The amendments also clarify the requirements for liquidity risk disclosures with respect to derivative transactions and assets used for liquidity management. The fair value measurement disclosures are presented in note 24. The liquidity risk disclosures are not significantly impacted by the amendments and are presented in note 24. IFRS 8 Operating Segments IFRS 8 replaced lAS 14 Segment Reporting upon its effective date. The Group concluded that the operating segments determined in accordance with IFRS 8 are the same as the business segments previously identified under lAS 14. IFRS 8 disclosures are shown in note 3, including the related revised comparative information. lAS 1 Presentation of Financial statements The revised standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with non-owner changes in equity presented in a reconciliation of each component of equity. In addition, the standard introduces the statement of comprehensive income: it presents all items of recognised income and expense, either in one single statement, or in two linked statements. The Group has elected to present two statements. lAS 23 Borrowing Costs The revised lAS 23 requires capitalisation of borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. The Group’s previous policy was to expense borrowing costs as they were incurred. In accordance with the transitional provisions of the amended lAS 23, the Group has adopted the standard on a prospective basis. Therefore, borrowing costs are capitalised on qualifying assets with a commencement date on or after 1 January 2009. During the 12 months to 31 December 2009 no borrowing costs were incurred on qualifying assets. Computacenter plc Annual Report and Accounts 2009 51
  • 56. Notes to the consolidated financial statements continued For the year ended 31 December 2009 2 Summary of significant accounting policies continued lAS 32 Financial Instruments: Presentation and lAS 1 Puttable Financial Instruments and Obligations Arising on Liquidation The standards have been amended to allow a limited scope exception for puttable financial instruments to be classified as equity if they fulfil a number of specified criteria. The adoption of these amendments did not have any impact on the financial position or the performance of the Group. Improvements to IFRSs In May 2008 and April 2009 the IASB issued omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in changes to accounting policies but did not have any impact on the financial position or performance of the Group. IFRS 5 Non-current Assets Held for Sale and Discontinued Operations: clarifies that the disclosures required in respect of non- current assets and disposal groups classified as held for sale or discontinued operations are only those set out in IFRS 5. The disclosure requirements of other IFRSs only apply if specifically required for such non-current assets or discontinued operations. As a result of this amendment, the Group amended its disclosures in note 3 segmental analysis. IFRS 8 Operating Segment Information: clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. As the Group’s chief operating decision maker does not review segment assets and liabilities the Group has chosen not to disclose this information in note 2. lAS 1 Presentation of Financial Statements: Assets and liabilities classified as held for trading in accordance with lAS 39 Financial Instruments: Recognition and Measurement are not automatically classified as current in the statement of financial position. The Group analysed whether the expected period of realisation of financial assets and liabilities differed from the classification of the instrument. This did not result in any reclassification of financial instruments between current and non-current in the Balance Sheet. lAS 16 Property, Plant and Equipment: Replaces the term ‘net selling price’ with ‘fair value less costs to sell’. The Group amended its accounting policy accordingly, which did not result in any change in the financial position. lAS 18 Revenue: The IASB has added guidance (which accompanies the standard) to determine whether an entity is acting as a principal or as an agent. The features to consider are whether the entity: • has primary responsibility for providing the goods or service; • has inventory risk; • has discretion in establishing prices; and • bears the credit risk. The Group has assessed its revenue arrangements against these criteria and concluded that it is acting as principal in all arrangements. The revenue recognition accounting policy has been updated accordingly. lAS 23 Borrowing Costs: The definition of borrowing costs is revised to consolidate the two types of items that are considered components of ‘borrowing costs’ into one – the interest expense calculated using the effective interest rate method calculated in accordance with lAS 39. The Group has amended its accounting policy accordingly which did not result in any change in its financial position. lAS 36 Impairment of Assets: When discounted cash flows are used to estimate ‘fair value less cost to sell’ additional disclosure is required about the discount rate, consistent with disclosures required when the discounted cash flows are used to estimate ‘value in use’. This amendment had no immediate impact on the consolidated financial statements of the Group because the recoverable amount of its cash-generating units is currently estimated using ‘value in use’. The amendment clarified that the largest unit permitted for allocating goodwill, acquired in a business combination, is the operating segment as defined in IFRS 8 before aggregation for reporting purposes. The amendment has no impact on the Group as the annual impairment test is performed before aggregation. New standards and interpretations not yet effective During the year, the IASB and IFRIC have issued the following standards and interpretations which are expected to have implications for the reporting of the financial position or performance of the Group or which will require additional disclosures in future financial years. IFRS 3 Business Combinations (Revised) and lAS 27 Consolidated and Separate Financial Statements (Amended) IFRS 3 (Revised) introduces significant changes in the accounting for business combinations occurring after this date. Changes affect the valuation of non-controlling interests, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs and future reported results. lAS 27 (Amended) requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners. Therefore, such transactions will no longer give rise to goodwill, nor will it give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes by IFRS 3 (Revised) and lAS 27 (Amended) will affect future acquisitions or loss of control of subsidiaries and transactions with non-controlling interests. The change in accounting policy is effective from accounting periods beginning on or after 1 July 2009. The other pronouncements not included above are not expected to be relevant to the Group upon adoption, in the context of the Group’s circumstances. 52 Computacenter plc Annual Report and Accounts 2009
  • 57. Critical judgments and estimates The preparation of the Group’s financial statements requires management to make judgments on how to apply the Group’s accounting policies and make estimates about the future. Due to the inherent uncertainty in making these critical judgments and estimates, actual outcomes could be different. The more significant judgments and estimates, where a risk exists that a material adjustment to the carrying value of assets and liabilities in the next financial year could occur, relate to: • revenue recognition where, on a limited number of support and managed services contracts, an estimate of the total contract costs is required to determine the stage of completion; • estimation of residual value of assets owned to support certain contracts; • impairment of intangible assets and goodwill, which is based upon estimates of future cash flows and discount rates for the relevant cash-generating units; • recognition of deferred tax assets in respect of losses carried forward, which are dependent upon estimates of future profitability of certain Group companies; and • other estimated tax positions, where the decisions of tax authorities are uncertain. Further information is provided within this note summarising significant accounting policies, and notes 9 and 14 to the financial statements. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation, down to residual value, is calculated on a straight-line basis over the estimated useful life of the asset as follows: Freehold buildings 25–50 years Short leasehold improvements shorter of 7 years and period to expiry of lease Fixtures and fittings – Head office 5–15 years – Other shorter of 7 years and period to expiry of lease Office machinery, computer hardware 2–15 years Motor vehicles 3 years Freehold land is not depreciated. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year the item is derecognised. Computacenter plc Annual Report and Accounts 2009 53
  • 58. Notes to the consolidated financial statements continued For the year ended 31 December 2009 2 Summary of significant accounting policies continued Leases Assets held under finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term. Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Intangible assets Software and software licences Software and software licences include computer software that is not integral to a related item of hardware. These assets are stated at cost less accumulated amortisation and any impairment in value. Amortisation is calculated on straight-line basis over the estimated useful life. Currently software is amortised over four years. The carrying values of software and software licences are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount. Software under development Costs that are incurred and that can be specifically attributed to the development phase of management information systems for internal use are capitalised and amortised over their useful life, once the asset becomes available for use. Other intangible assets Intangible assets acquired as part of a business are carried initially at fair value. Following initial recognition intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Intangible assets with a finite life have no residual value and are amortised on a straight-line basis over their expected useful lives with charges included in administrative expenses as follows: Existing customer contracts Period to the end of the acquired contract Existing customer relationships 10 years Tools and technology 7 years The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. 54 Computacenter plc Annual Report and Accounts 2009
  • 59. 2 Summary of significant accounting policies continued Goodwill Business combinations on or after 1 January 2004 are accounted for under IFRS 3 using the purchase method. Any excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and is not amortised. Goodwill recognised on acquisitions prior to 1 January 2004, the date of transition to IFRS, is recorded at its amortised cost at transition to IFRS and is no longer amortised. Any goodwill asset arising on the acquisition of equity accounted entities is included within the cost of those entities. After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitored by management, usually at business segment level or statutory company level as the case may be. Where the recoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement. Goodwill arising on acquisitions prior to 31 December 1997 remains set off directly against reserves even if the related investment becomes impaired or the business is disposed of. Impairment of assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. Where an asset does not have independent cash flows, the recoverable amount is assessed for the cash-generating unit to which it belongs. The recoverable amount is the higher of the fair value less costs to sell and the value in use of the asset or cash- generating unit. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset. Financial assets Financial assets are recognised at their fair value which initially equates to the consideration given plus directly attributable transaction costs associated with the investment. Inventories Inventories are carried at the lower of weighted average cost and net realisable value after making allowance for any obsolete or slow-moving items. Costs include those incurred in bringing each product to its present location and condition, on a first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale. Trade and other receivables Trade receivables, which generally have 30–90 day terms, are recognised and carried at their original invoice amount less an allowance for any uncollectable amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Balances are written off when the probability of recovery is assessed as being remote. Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term deposits as defined above, net of outstanding bank overdrafts where a right of set-off exists. Interest-bearing borrowings All borrowings are initially recognised at fair value less directly attributable transaction costs. Borrowing costs are recognised as an expense when incurred. After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Computacenter plc Annual Report and Accounts 2009 55
  • 60. Notes to the consolidated financial statements continued For the year ended 31 December 2009 2 Summary of significant accounting policies continued De-recognition of financial assets and liabilities Financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is de-recognised where: • the rights to receive cash flows from the asset have expired; • the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or • the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Financial liabilities A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. Derivative financial instruments The Group uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations. Forward contracts are initially recognised at fair value on the date that the contract is entered into and are subsequently remeasured at fair value at each reporting date. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. Forward contracts are recorded as assets when the fair value is positive and as liabilities when the fair value is negative. Any gains or losses arising from changes in fair value on forward contracts are taken directly to the income statement. Foreign currency translation The Group’s presentation currency is Pounds Sterling (£). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the consolidated income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of initial transaction. The functional currencies of the overseas subsidiaries are Euro (€) and US dollar (US$). As at the reporting date, the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of the Group at the rate of exchange ruling at the balance sheet date and their income statements are translated at the average exchange rates for the year. Exchange differences arising on the retranslation are recognised in the consolidated statement of comprehensive income. On disposal of a foreign entity, the deferred cumulative amount recognised in the consolidated statement of comprehensive income relating to that particular foreign operation is recognised in the income statement. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. Taxation Current tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred tax Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: • where the temporary difference arises from the initial recognition of goodwill or from an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; • in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and • deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses, can be utilised. 56 Computacenter plc Annual Report and Accounts 2009
  • 61. 2 Summary of significant accounting policies continued Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Income tax is charged or credited directly to the statement of comprehensive income if it relates to items that are credited or charged to the statement of comprehensive income. Otherwise income tax is recognised in the income statement. VAT Revenues, expenses and assets are recognised net of the amount of VAT except: • where the VAT incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • trade receivables and payables are stated with the amount of VAT included. The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Revenue Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts and rebates given to customers, VAT and other sales tax or duty. The following specific recognition criteria must also be met before revenue is recognised: Product Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of goods. Professional Services Revenue is recognised when receivable under a contract following delivery of a service or in line with the stage of work completed. Support and Managed Services Contracted service revenue is recognised on a percentage of completion basis. Usually revenue is recognised on a straight-line basis, when this is representative of the stage of completion of an individual contract. Unrecognised contracted revenue is included as deferred income in the balance sheet. Amounts invoiced relating to more than one period are deferred and recognised over their relevant life. On a limited number of Support and Managed Service contracts recognising revenue on a straight-line basis is not representative of the stage of completion. On these contracts, the stage of completion is determined by reference to the costs incurred as a proportion of the total estimated costs of the contract and unbilled revenue is recognised within accrued income. If a contract cannot be reliably estimated revenue is recognised only to the extent that costs have been incurred. Provision is made as soon as a loss is foreseen. Where a contract contains several elements, the individual elements are accounted for separately where appropriate. Finance income Income is recognised as interest accrues. Dividends Dividend income is recognised when the Group’s right to receive payment is established. Operating leases Rental income arising from operating leases is accounted for on a straight-line basis over the lease term. Pensions and other post-employment benefits The Group operates a defined contribution scheme available to all UK employees. Contributions are recognised as an expense in the income statement as they become payable in accordance with the rules of the scheme. There are no material pension schemes within the Group’s overseas operations. Exceptional items The Group presents as exceptional items on the face of the income statement, those material items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial performance. Computacenter plc Annual Report and Accounts 2009 57
  • 62. Notes to the consolidated financial statements continued For the year ended 31 December 2009 2 Summary of significant accounting policies continued Share-based payment transactions Employees (including Executive Directors) of the Group can receive remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’). The cost of equity-settled transactions with employees is measured by reference to the fair value of the award at the date at which they are granted. The fair value is determined by utilising an appropriate valuation model, further details of which are given in note 27. In valuing equity-settled transactions, no account is taken of any performance conditions as none of the conditions set are market-related ones. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’). The cumulative expense recognised for equity-settled transactions at each reporting date, until the vesting date, reflects the extent to which the vesting period has expired and the Directors’ best estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. As the schemes do not include any market-related performance conditions, no expense is recognised for awards that do not ultimately vest. Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (see note 10). The Group has an employee share trust for the granting of non-transferable options to executives and senior employees. Shares in the Group held by the employee share trust are treated as investment in own shares and are recorded at cost as a deduction from equity (see note 26). Own shares held Computacenter plc shares held by the Group are classified in shareholders’ equity as ‘own shares held’ and are recognised at cost. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale and the original cost being taken to revenue reserves. No gain or loss is recognised in the performance statements on the purchase, sale, issue or cancellation of equity shares. 58 Computacenter plc Annual Report and Accounts 2009
  • 63. 3 Segmental analysis For management purposes, the Group is organised into geographical segments, with each segment determined by the location of the Group’s assets and operations. The Group’s business in each geography is managed separately and held in separate statutory entities. No operating segments have been aggregated to form the above reportable operating segments. Management monitors the operating results of its geographical segments separately for the purposes of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on adjusted operating profit or loss which is measured differently from operating profit or loss in the consolidated financial statements. At a Group level however management measures performance on adjusted profit before tax. Adjusted operating profit or loss takes account of the interest paid on customer-specific financing (CSF) which management considers to be a cost of sale. Excluded from adjusted operating profit is the amortisation of acquired intangibles, exceptional items and the transfer of internal ERP implementation costs as management do not consider these items when reviewing the underlying performance of a segment. Segmental performance for the years ended 31 December 2009 and 2008 was as follows: UK Germany France Benelux Total £’000 £’000 £’000 £’000 £’000 For the year ended 31 December 2009 Results Revenue 1,226,917 930,673 319,384 26,224 2,503,198 Adjusted gross profit 181,149 124,395 37,448 2,838 345,830 Adjusted net operating expenses (143,310) (104,831) (40,169) (3,597) (291,907) Adjusted segment operating profit/(loss) 37,839 19,564 (2,721) (759) 53,923 Adjusted net interest 302 Adjusted profit before tax 54,225 Other segment information Capital expenditure: Property, plant and equipment 11,042 8,107 783 118 20,050 Intangible fixed assets 11,891 15,301 71 – 27,263 Depreciation 24,015 10,064 1,118 129 35,326 Amortisation 3,302 1,209 120 – 4,631 Share-based payments 1,893 357 305 – 2,555 Computacenter plc Annual Report and Accounts 2009 59
  • 64. Notes to the consolidated financial statements continued For the year ended 31 December 2009 3 Segmental analysis continued UK Germany France Benelux Total £’000 £’000 £’000 £’000 £’000 For the year ended 31 December 2008 Results Revenue 1,391,177 830,740 308,210 30,008 2,560,135 Adjusted gross profit 194,934 113,703 38,821 3,372 350,830 Adjusted net operating expenses (165,324) (99,386) (40,511) (3,465) (308,686) Adjusted segment operating profit/(loss) 29,610 14,317 (1,690) (93) 42,144 Adjusted net interest 963 Adjusted profit before tax 43,107 Other segment information Capital expenditure: Property, plant and equipment 28,725 7,663 1,105 229 37,722 Intangible fixed assets 11,903 1,067 1,308 – 14,278 Depreciation 27,715 7,804 1,078 122 36,719 Amortisation 2,816 827 1,121 – 4,764 Share-based payments 2,009 334 182 – 2,525 Reconciliation of adjusted results Management reviews adjusted measures of performance as shown in the tables above. Adjusted profit before tax excludes exceptional items and the amortisation of acquired intangibles as shown below: 2009 2008 £’000 £’000 Adjusted profit before tax 54,225 43,107 Amortisation of acquired intangibles (517) (525) Exceptional items (5,299) (3,046) Profit before tax 48,409 39,536 60 Computacenter plc Annual Report and Accounts 2009
  • 65. 3 Segmental analysis continued Reconciliation of adjusted results continued Management also reviews adjusted measures for gross profit, operating expenses, operating profit and net interest, which in addition takes account of interest costs of CSF within cost of sales (as these are considered to form part of the gross profit performance of a contract). The reconciliation for adjusted operating profit to operating profit, as disclosed in the Consolidated Income Statement, is as follows: UK Germany France Benelux Total £’000 £’000 £’000 £’000 £’000 For the year ended 31 December 2009 Adjusted segment operating profit/(loss) 37,839 19,564 (2,721) (759) 53,923 Add back interest on CSF 2,921 1,051 – – 3,972 Amortisation of acquired intangibles (481) (36) – – (517) Exceptional items (3,155) (291) (1,613) (240) (5,299) ERP implementation costs (2,728) 2,728 – – – Segment operating profit/(loss) 34,396 23,016 (4,334) (999) 52,079 For the year ended 31 December 2008 Adjusted segment operating profit/(loss) 29,610 14,317 (1,690) (93) 42,144 Add back interest on CSF 3,292 737 – – 4,029 Amortisation of acquired intangibles (481) (44) – – (525) Exceptional items (1,922) – (1,124) – (3,046) ERP implementation costs (1,673) 950 723 – – Segment operating profit/(loss) 28,826 15,960 (2,091) (93) 42,602 Sources of revenue Each geographical segment principally consists of a single entity with shared assets, liabilities and capital expenditure. The Group has three sources of revenue, which are aggregated and shown in the table below. The sale of goods is recorded within product revenues and the rendering of services is split into Professional and Support and Managed Services. Revenue performance is reported to the Chief Operating Decision Maker excluding the UK Trade Distribution business, which was disposed of on 27 October 2009. The table below reflects revenue performance before and after the impact of the sold business. 2009 2008 £’000 £’000 Sources of revenue Product revenue Ongoing operations 1,678,613 1,717,269 Trade distribution 84,589 158,588 Total product revenue 1,763,202 1,875,857 Services revenue Professional services 175,364 181,219 Support and managed services 564,632 503,059 Total services revenue 739,996 684,278 Total revenue 2,503,198 2,560,135 Information about major customers Included in revenues arising from the UK segment are revenues of approximately £397 million (2008: £400 million) which arose from sales to the Group’s largest customer. For the purposes of this disclosure a single customer is considered to be a group of entities known to be under common control. This customer consists of entities under control of the UK Government, and includes the Group’s revenues with central government, local government and certain government controlled banking institutions. Computacenter plc Annual Report and Accounts 2009 61
  • 66. Notes to the consolidated financial statements continued For the year ended 31 December 2009 4 Group operating profit This is stated after charging: 2009 2008 £’000 £’000 Auditors’ remuneration: Audit of the financial statements 416 420 Other fees to auditors – local statutory audits for subsidiaries 39 77 – taxation services 146 104 – other services 98 – 699 601 Depreciation of property, plant and equipment 35,326 36,719 Loss on disposal of property, plant and equipment 23 526 Profit on disposal of business, net of goodwill 1,879 – Impairment of intangible assets – 3,046 Amortisation of intangible assets 4,631 4,764 Net foreign currency differences (897) 740 Costs of inventories recognised as an expense 1,588,654 1,683,433 Operating lease payments – minimum lease payments 40,174 42,259 In addition to the auditors’ remuneration disclosed above, further costs of £139,000 relating to non-audit services in respect of the acquisition of becom Informationssysteme GmbH have been capitalised. 5 Exceptional items 2009 2008 £’000 £’000 Operating profit Profit on disposal of business, net of goodwill 1,879 – Restructuring costs (7,178) – Impairment of intangible assets – (3,046) (5,299) (3,046) Income tax Tax on exceptional items included in operating profit 1,415 – Adjustment following agreement of certain items for earlier years – 3,611 Changes in recoverable amounts of deferred tax assets – 4,766 1,415 8,377 2009 The net gain on disposal of business of £1,879,000 arises from the Group disposing of its trade distribution division to Ingram Micro in October 2009. The disposal does not match the criteria of IFRS 5 ‘Non-current assets held-for-sale and discontinued operations’ as the disposal does not represent a separate major line of business or geographical area of operations and hence was not treated as a discontinued operation. The Group received consideration of £2,982,000 in cash and cash equivalents, net of costs incurred in relation to the sale. This is offset by the disposal of goodwill associated with the business of £1,002,000. The directly attributable goodwill associated with the Trade Distribution business originally arose from the acquisition of Metrologie UK in 1999. Separately, related inventories of £8,574,000 were sold to Ingram Micro at cost. Restructuring costs arise from the change programme to reduce costs. They include expenses from headcount reductions of £5,309,000 and vacant premises costs of £1,869,000. 62 Computacenter plc Annual Report and Accounts 2009
  • 67. 5 Exceptional items continued 2008 The forecasted cash flows for Computacenter France do not support the value of the non-current assets in the business. An exceptional impairment was recognised in 2008 in relation to additions to intangible assets relating to the Group ERP programme that were specifically allocated to the French cash-generating unit. After the 2008 year-end a decision was reached to cease using the Digica brand following the integration of the Digica operations into those of Computacenter (UK) Limited. An exceptional impairment of the trademark, generated at the time of acquisition, was recognised accordingly. The tax charge for 2008 contained two items which, due to their size, were disclosed separately, as follows: • during 2008 agreement was reached on certain significant items for earlier years; and • the deferred tax asset in respect of losses in Germany was re-assessed in line with management’s view of the entities future performance. Where the reassessment exceeded the losses utilised in the year, the change in the recoverable amount of the deferred tax asset was shown as an exceptional item. 6 Staff costs and Directors’ emoluments 2009 2008 £’000 £’000 Wages and salaries 430,408 402,681 Social security costs 66,407 61,355 Pension costs 16,142 14,877 512,957 478,913 Included in wages and salaries is a charge for share-based payments of £2,555,000 (2008: £2,525,000), all of which arises from transactions accounted for as equity-settled share-based payment transactions. The average monthly number of employees during the year was made up as follows: 2009 2008 No. No. UK 4,837 4,958 Germany 4,093 4,047 France 1,121 1,014 Benelux 194 198 10,245 10,217 7 Finance income 2009 2008 £’000 £’000 Bank interest receivable 1,249 2,753 Income from investments 58 342 1,307 3,095 8 Finance costs 2009 2008 £’000 £’000 Bank loans and overdrafts 429 595 Finance charges payable on customer-specific financing 3,972 4,029 Finance costs on factoring 391 1,336 Other interest 185 201 4,977 6,161 Computacenter plc Annual Report and Accounts 2009 63
  • 68. Notes to the consolidated financial statements continued For the year ended 31 December 2009 9 Income tax a) Tax on profit on ordinary activities 2009 2008 £’000 £’000 Tax charged in the income statement Current income tax UK corporation tax 11,181 11,881 Foreign tax 1,394 673 Adjustments in respect of prior periods (853) (4,028) Total current income tax 11,722 8,526 Deferred tax Origination and reversal of temporary differences (2,284) (2,379) Losses utilised 4,803 4,841 Changes in recoverable amounts of deferred tax assets (3,691) (4,145) Exceptional changes in recoverable amounts of deferred tax assets – (4,766) Adjustments in respect of prior periods 148 117 Total deferred tax (1,024) (6,332) Tax charge in the income statement 10,698 2,194 b) Reconciliation of the total tax charge 2009 2008 £’000 £’000 Accounting profit before income tax 48,409 39,536 At the UK standard rate of corporation tax of 28.0% (2008: 28.5%) 13,555 11,268 Expenses not deductible for tax purposes 803 806 Exceptional expenses not deductible for tax purposes – 548 Non-deductible element of share-based payment charge 350 719 Exceptional adjustments in respect of current income tax of previous periods – (3,611) Adjustments in respect of current income tax of previous periods (853) (300) Higher tax on overseas earnings 69 664 Other differences (309) (104) Capital gain relieved by unrecognised losses brought forward (835) – Exceptional changes in recoverable amounts of deferred tax assets – (4,766) Changes in recoverable amounts of deferred tax assets (3,691) (4,145) Losses of overseas undertakings not available for relief 1,609 1,115 At effective income tax rate of 22.1% (2008: 5.5%) 10,698 2,194 c) Tax losses Deferred tax assets of £11.8 million (2008: £13.5 million) have been recognised in respect of losses carried forward. Where deferred tax assets have been reassessed in excess of the losses utilised in the year, the change in the recoverable amount of the deferred tax asset is shown as an exceptional item in the income tax expense for the year, due to the material nature and expected infrequency of this reassessment. In addition, at 31 December 2009, there were unused tax losses across the Group of £188.1 million (2008: £212.0 million) for which no deferred tax asset has been recognised. Of these losses, £111.1 million (2008: £138.8 million) arise in Germany, albeit a significant proportion have been generated in statutory entities that no longer have significant levels of trade. The remaining unrecognised tax losses relate to other loss-making overseas subsidiaries. 64 Computacenter plc Annual Report and Accounts 2009
  • 69. 9 Income tax continued d) Deferred tax Deferred income tax at 31 December relates to the following: Consolidated balance sheet Consolidated income statement 2009 2008 2009 2008 £’000 £’000 £’000 £’000 Deferred income tax liabilities Accelerated capital allowances 438 689 (250) (171) Effect of changes in tax rate on opening liability – (77) – (77) Arising on acquisition 1,236 970 (135) (125) Gross deferred income tax liabilities 1,674 1,582 Deferred income tax assets Relief on share option gains 909 397 (512) 78 Other temporary differences 3,751 2,798 (1,238) (2,035) Effect of changes in tax rate on opening liability – – – (31) Revaluations of foreign exchange contracts to fair value (27) (27) – 99 Losses available for offset against future taxable income 11,423 13,504 1,111 (4,766) Fair value adjustments on acquisition of subsidiary (note 16) 388 – – 696 Gross deferred income tax assets 16,444 16,672 Deferred income tax charge (1,024) (6,332) Net deferred income tax asset 14,770 15,090 At 31 December 2009, there was no recognised or unrecognised deferred income tax liability (2008: £nil) for taxes that would be payable on the unremitted earnings of the Group’s subsidiaries as the Group has no liability to additional taxation should such amounts be remitted due to the availability of double taxation relief. 10 Earnings per ordinary share Earnings per share (EPS) amounts are calculated by dividing profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year (excluding own shares held). Diluted earnings per share amounts are calculated by dividing profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year (excluding own shares held) adjusted for the effect of dilutive options. Adjusted basic and adjusted diluted EPS are presented to provide more comparable and representative information. Accordingly the adjusted basic and adjusted diluted EPS figures exclude amortisation of acquired intangibles and exceptional items. 2009 2008 £’000 £’000 Profit attributable to equity holders of the parent 37,703 37,337 Amortisation of acquired intangibles 517 525 Tax on amortisation of acquired intangibles (145) (150) Exceptional items within operating profit 5,299 3,046 Tax on exceptional items included in profit before tax (1,415) – Exceptional items within the total tax charge for the year: – adjustment following agreement of certain items for earlier years – (3,611) – changes in recoverable amounts of deferred tax assets – (4,766) Profit before amortisation of acquired intangibles and exceptional items 41,959 32,381 Computacenter plc Annual Report and Accounts 2009 65
  • 70. Notes to the consolidated financial statements continued For the year ended 31 December 2009 10 Earnings per ordinary share continued 2009 2008 000’s 000’s Basic weighted average number of shares (excluding own shares held) 146,918 151,279 Effect of dilution: Share options 4,671 3,077 Diluted weighted average number of shares 151,589 154,356 2009 2008 pence pence Basic earnings per share 25.7 24.7 Diluted earnings per share 24.9 24.2 Adjusted basic earnings per share 28.6 21.4 Adjusted diluted earnings per share 27.7 21.0 11 Dividends paid and proposed 2009 2008 £’000 £’000 Declared and paid during the year: Equity dividends on ordinary shares: Final dividend for 2008: 5.5 pence (2007: 5.5 pence) 8,097 8,063 Interim for 2009: 3.0 pence (2008: 2.7 pence) 4,417 3,958 12,514 12,021 Proposed (not recognised as a liability as at 31 December) Equity dividends on ordinary shares: Additional interim dividend for 2009: 8.0 pence (2008: nil) 11,863 – Final dividend for 2008 5.5 pence – 8,120 66 Computacenter plc Annual Report and Accounts 2009
  • 71. 12 Property, plant and equipment Fixtures, fittings, Freehold land Short leasehold equipment and and buildings improvements vehicles Total £’000 £’000 £’000 £’000 Cost At 1 January 2008 67,217 10,830 132,542 210,589 Additions – 4,095 33,627 37,722 Disposals – (2,187) (15,711) (17,898) Foreign currency adjustment 290 4,891 14,258 19,439 At 31 December 2008 67,507 17,629 164,716 249,852 Additions 21 2,991 16,662 19,674 Acquisition of subsidiary undertaking – – 376 376 Disposals – (123) (16,483) (16,606) Foreign currency adjustment (97) (1,531) (4,205) (5,833) At 31 December 2009 67,431 18,966 161,066 247,463 Accumulated depreciation and impairment At 1 January 2008 20,964 5,247 67,934 94,145 Provided during the year 2,599 1,931 32,189 36,719 Disposals – (2,039) (15,303) (17,342) Foreign currency adjustment 17 3,754 9,244 13,015 At 31 December 2008 23,580 8,893 94,064 126,537 Provided during the year 2,543 1,850 30,933 35,326 Disposals – (123) (16,453) (16,576) Foreign currency adjustment (6) (1,128) (1,980) (3,114) At 31 December 2009 26,117 9,492 106,564 142,173 Net book value At 31 December 2009 41,314 9,474 54,502 105,290 At 31 December 2008 43,927 8,736 70,652 123,315 At 1 January 2008 46,253 5,583 64,608 116,444 Included in the figures above are the following amounts relating to leased assets which are used to satisfy specific customer contracts: Fixtures, fittings, equipment and vehicles 2009 2008 £’000 £’000 Cost At 1 January 82,661 61,823 Additions 10,462 27,657 Disposals (7,472) (6,819) At 31 December 85,651 82,661 Accumulated depreciation and impairment At 1 January 31,742 15,335 Charge for year 23,309 23,225 Disposals (7,472) (6,818) At 31 December 47,579 31,742 Net book value 38,072 50,919 Computacenter plc Annual Report and Accounts 2009 67
  • 72. Notes to the consolidated financial statements continued For the year ended 31 December 2009 13 Intangible assets Other intangible Goodwill Software assets Total £’000 £’000 £’000 £’000 Cost At 1 January 2008 31,812 18,057 6,327 56,196 Additions – 14,278 – 14,278 Disposals – (393) – (393) Adjustment for contingent consideration (1,000) – – (1,000) Foreign currency adjustment – 3,189 95 3,284 At 31 December 2008 30,812 35,131 6,422 72,365 Additions 13,594 11,264 526 25,383 Acquisition of subsidiary undertaking – 151 1,729 1,880 Disposals (1,002) (131) – (1,133) Foreign currency adjustment – (989) (32) (1,020) At 31 December 2009 43,404 45,426 8,645 97,475 Amortisation and impairment At 1 January 2008 – 10,352 659 11,011 Charged during the year – 4,239 525 4,764 Disposals – (345) – (345) Impairment charge – 1,124 1,922 3,046 Foreign currency adjustment – 2,291 47 2,338 At 31 December 2008 – 17,661 3,153 20,814 Charged during the year – 4,114 517 4,631 Disposals – (131) – (131) Foreign currency adjustment – (791) (13) (804) At 31 December 2009 – 20,853 3,657 24,510 Net book value At 31 December 2009 43,404 24,573 4,988 72,965 At 31 December 2008 30,812 17,470 3,269 51,551 At 1 January 2008 31,812 7,705 5,668 45,185 68 Computacenter plc Annual Report and Accounts 2009
  • 73. 14 Impairment testing of goodwill and other intangible assets Goodwill brought forward Goodwill brought forward on 1 January 2009 of £29,977,000 has been allocated to the Computacenter (UK) Limited cash- generating unit and £835,000 has been allocated to the RD Trading Limited cash-generating unit for impairment testing. Disposal of Goodwill On 27 October 2009, Computacenter UK sold its Trade Distribution business. As a consequence, directly attributable goodwill of £1,002,000 was disposed of, and included within the exceptional profit on disposal of business (note 5). This goodwill arose from the acquisition of Metrologie UK in 1999. Additions to Goodwill During the year, additions to goodwill arose from the purchase of becom in Germany on 26 November 2009 and Thesaurus in the UK on 27 November 2009. The recoverable amount of the assets of Thesaurus were acquired by and were immediately integrated within Computacenter UK) Limited. Goodwill arising on the acquisition of £1,454,000 has been tested for impairment against the Computacenter (UK) Limited cash-generating unit. Computacenter (UK) Limited and RD Trading Limited cash-generating units The recoverable amounts of Computacenter (UK) Limited and RD Trading Limited have been determined based on a value-in-use calculation. To calculate this, cash flow projections are based on financial budgets approved by senior management covering a three-year period and on long-term market growth rates of 2.5 per cent (2008: 2.5 per cent) thereafter. Key assumptions used in the value-in-use calculation for Computacenter (UK) Limited and RD Trading Limited for 31 December 2009 and 31 December 2008 are: • budgeted revenue, which is based on long-run market growth forecasts; • budgeted gross margins, which are based on average gross margins achieved in the year immediately before the budgeted year, adjusted for expected long-run market pricing trends; and • the discount rate applied to cash flow projections is 12.0 per cent (2008: 13.0 per cent). The Computacenter (UK) Limited and RD Trading cash-generating units generate value substantially in excess of the carrying value of goodwill attributed to them. Management therefore believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount. No impairment provision on goodwill has been required at either 31 December 2009 or at 31 December 2008. becom Informationssysteme GmbH (‘becom’) cash-generating unit Goodwill of £12,140,000 relating to the acquisition of becom has been allocated to the becom cash-generating unit. The recoverable amount has been based upon the financial budgets approved by senior management covering a three-year period, and on long-term market growth rates of 2.5 per cent thereafter. Key assumptions used in the value in use calculation for becom at 31 December 2009 are: • budgeted revenue, which is based on market share and long-run market growth forecasts; • budgeted gross margins, which are based on average gross margins achieved in the year immediately before the budgeted year, adjusted for expected long-run market pricing trends; and • the discount rate applied to cash flow projections is 12.0 per cent. Since acquisition the business has performed in line with the anticipated value-in-use determined at acquisition, and management are confident that becom will continue to perform in line with or exceed forecasts for the foreseeable period. As a result, management believes that no reasonable possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount. The assets and liabilities of becom will be integrated fully with Computacenter Germany during 2010. As a result it is expected that, going forward, the cash flows will not be reliably and separately identifiable and that the goodwill relating this is acquisition will be tested for impairment against the Computacenter Germany cash-generating unit. Other intangible assets Other intangible assets consist of customer contracts, customer relationships and tools and technology. The expected useful lives are shown in note 2. In early 2009, a decision was reached to cease using the Digica brand following the integration of the Digica operations into those of Computacenter (UK) Limited. An exceptional non-cash full impairment charge of £1.9 million for the trademark generated at the time of the Digica acquisition was recognised accordingly in the year ended 31 December 2008. Computacenter plc Annual Report and Accounts 2009 69
  • 74. Notes to the consolidated financial statements continued For the year ended 31 December 2009 15 Investments a) Investment in associate During the year the Group acquired a 20 per cent interest in Gonicus GmbH as part of the acquisition of becom. Their principal activity is the provision of Open Source Software. Gonicus is a private entity, incorporated in Germany, that is not listed on any public exchange and therefore there is no published quotation price for the fair value of this investment. The reporting date of Gonicus is 31 December. The carrying value of the investment is £57,000, which is in line with the fair value of the investment when acquired on 26 November 2009. b) Investment in subsidiaries The Group’s principal subsidiary undertakings are as follows: Proportion of voting rights and shares held Country of Name incorporation Nature of business 2009 2008 Computacenter (UK) Limited England IT Infrastructure services 100% 100% Computacenter France SA France IT Infrastructure services 100% 100% Computacenter Holding GmbH Germany IT Infrastructure services 100% 100% Computacenter GmbH Germany IT Infrastructure services 100% 100% CC Managed Services GmbH Germany IT Infrastructure services 100% 100% Computacenter NV/SA Belgium IT Infrastructure services 100% 100% RD Trading Limited England IT Asset Management 100%* 100% Computacenter PSF SA Luxembourg IT Infrastructure services 100% 100% Computacenter USA USA IT Infrastructure services 100%* 100% Computacenter Services (Iberia) SLU Spain International Call Centre Services 100%* 100% Digica Group Holdings Limited England IT infrastructure and application services 100% 100% Allnet Limited England In-premises cabling services 100% 100% becom Informationssysteme GmbH Germany IT Infrastructure services 100%** – * Includes indirect holdings of 100% via Computacenter (UK) Limited. ** Includes indirect holdings of 100% via Computacenter Holding GmbH. Computacenter plc is the ultimate parent entity of the Group. 70 Computacenter plc Annual Report and Accounts 2009
  • 75. 16 Business combinations On 26 November 2009 the Group acquired 100 per cent of the voting shares of becom Informationssysteme GmbH (‘becom’) for a consideration of €2.0 million. The costs of acquisition amounted to €258,000. becom is based in Germany and is a leading IT infrastructure services provider. The acquisition has been accounted for using the purchase method of accounting. The consolidated financial statements include the results of becom for the one month period from the acquisition date. The book and fair values of the net assets at date of acquisition were as follows: Provisional fair value Book value to Group £’000 £’000 Intangible assets Comprising: Existing customer relationships – 1,348 Software 151 151 Total intangible assets 151 1,499 Property, plant and equipment 376 376 Investment in associate 169 64 Deferred income tax assets – 388 Inventories 275 275 Trade and other receivables 13,512 12,220 Prepayments 91 91 Cash and short term deposits 286 286 Trade and other payables (15,009) (17,706) Deferred income (110) (110) Financial liabilities (7,111) (7,111) Deferred tax liabilities – (405) Net liabilities (7,370) (10,133) Goodwill arising on acquisition 12,140 2,007 Discharged by: Cash 1,778 Costs associated with the acquisition, settled in cash 229 2,007 From the date of acquisition, becom has contributed £12,114,000 to the Group’s revenue and £196,000 to the Group’s profit after tax. The provisional fair values include adjustments to the book values to recognise additional accruals for further expected tax liabilities and to reflect the value of the customer relationships acquired with the business. At acquisition becom held various intercompany balances with other companies within the Group of which it was a member. As part of the provisional fair value calculations the Group has made provision against these receivables where it does not expect to recover the amounts due. Deferred tax assets arise from the timing differences on the other fair value adjustments. Included in the £12,140,000 of goodwill arising on acquisition are certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include the expected value of synergies and an assembled workforce. On 27 November 2009 the Group acquired certain assets and liabilities of Thesaurus Computer Services Limited (‘Thesaurus’) from Thesaurus Computer Services Limited and BDO LLP for a consideration of £900,000. The costs of acquisition amounted to £10,000. Thesaurus is a private company based in the UK which provides mainframe service solutions. Computacenter plc Annual Report and Accounts 2009 71
  • 76. Notes to the consolidated financial statements continued For the year ended 31 December 2009 16 Business combinations continued The book and fair values of the assets acquired were as follows: Provisional fair value Book value to Group £’000 £’000 Customer relationships – 381 Creditors (146) (146) Deferred income (779) (779) Net liabilities (925) (544) Goodwill arising on acquisition – 1,454 910 Discharged by: Cash 900 Costs associated with the acquisition, settled in cash 10 910 From the date of acquisition, Thesaurus has contributed £1,003,000 to the Group’s revenue and £52,000 to the Group’s profit after tax. Included in the goodwill of £1,454,000 recognised above are certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include the expected value of synergies and an assembled workforce. If the acquisitions of becom and Thesaurus had taken place at the beginning of the year, Group revenues for the year would have been £2,596,314,000 and profit after tax would have been £27,528,000. In the 11 months prior to acquisition becom reported a loss of £10,330,000. 17 Inventories 2009 2008 £’000 £’000 Inventories for re-sale 67,086 105,831 18 Trade and other receivables 2009 2008 £’000 £’000 Trade receivables 473,336 527,807 Other receivables 2,310 1,694 475,646 529,501 For terms and conditions relating to related party receivables, refer to note 32. Trade receivables are non-interest bearing and are generally on 30–90 day terms. Note 24 sets out the Group’s strategy towards credit risk. The movements in the provision for impairment of receivables were as follows: 2009 2008 £’000 £’000 At 1 January 13,545 11,518 Charge for the year 7,367 9,708 Utilised (4,310) (3,527) Unused amounts reversed (5,042) (6,067) Foreign currency adjustment (583) 1,913 At 31 December 10,977 13,545 As at 31 December, the ageing analysis of trade receivables is as follows: Neither past Past due but not impaired due nor Total impaired <30 days 30–60 days 60–90 days 90–120 days >120 days £’000 £’000 £’000 £’000 £’000 £’000 £’000 2009 473,336 393,215 55,281 14,719 6,426 1,977 1,718 2008 527,807 412,535 81,635 16,716 9,814 3,616 3,491 72 Computacenter plc Annual Report and Accounts 2009
  • 77. 19 Cash and short-term deposits 2009 2008 £’000 £’000 Cash at bank and in hand 53,017 13,372 Short-term deposits 55,000 40,000 108,017 53,372 Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash equivalents is £108,017,000 (2008: £53,372,000). For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise the following at 31 December: 2009 2008 £’000 £’000 Cash at bank and in hand 53,017 13,372 Short-term deposits 55,000 40,000 Bank overdrafts (note 21) (3,063) (6,483) 104,954 46,889 20 Trade and other payables 2009 2008 £’000 £’000 Trade payables 229,038 228,113 Other payables 149,891 150,608 378,929 378,721 Terms and conditions of the above financial liabilities: For terms and conditions relating to related parties, refer to note 32. Trade payables are non-interest bearing and are normally settled on net monthly terms. Other payables, which principally relate to other taxes, social security costs and accruals, are non-interest bearing and have an average term of three months. Computacenter plc Annual Report and Accounts 2009 73
  • 78. Notes to the consolidated financial statements continued For the year ended 31 December 2009 21 Financial liabilities 2009 2008 £’000 £’000 Current Bank overdrafts 3,063 6,483 Other loans – ‘CSF’ 6,315 27,572 Other loans – ‘Non-CSF’ 3,605 – Factor financing 14,846 42,280 Current obligations under finance leases – ‘CSF’ (note 22a) 20,718 19,819 Current obligations under finance leases – ‘Non-CSF’ (note 22a) 100 – 48,647 96,154 Non-current Other loans – ‘CSF’ 173 6,437 Non-current obligations under finance leases – ‘CSF’ (note 22a) 21,849 35,372 22,022 41,809 a) Bank overdrafts The bank overdrafts are unsecured and are subject to annual review. b) Finance leases The finance leases are only secured on the assets that they finance. These assets are in the main used to satisfy specific customer contracts. There are a small number of assets that are utilised internally. c) Other loans The other loans are unsecured borrowings to finance equipment sold to customers on specific contracts or for equipment for own use. Other loans comprise the following: Maturity date Interest rate £’000 31 December 2009 2010 0%–6.91% 9,696 2011 7.84% 270 2013 3.95%–4.60% 119 2014 3.09%–4.25% 8 10,093 Less: current instalments due on other loans 9,920 173 Maturity date Interest rate £’000 31 December 2008 2009 0%–9.36% 17,569 2010 3.39%–6.38% 15,769 2011 7.84% 409 2013 3.95%–4.6% 262 34,009 Less: current instalments due on other loans 27,572 6,437 The table below summarises the maturity profile of these loans: 2009 2008 £’000 £’000 Not later than one year 9,920 27,572 After one year but not more than five years 173 6,437 10,093 34,009 The finance lease and loan facilities are committed. 74 Computacenter plc Annual Report and Accounts 2009
  • 79. 21 Financial liabilities continued d) Factor financing Computacenter UK and Computacenter France have access to factor financing arrangements. France Factor financing is in respect of trade debts factored with recourse which represents a proportion of the debts. Under the terms of the arrangement certain trade debts are sold to the factor who in turn advances cash payments in relation to these debts. Interest is charged on these amounts on a daily basis at a rate of ECB base rate +0.7 per cent. The Group is not obliged (and does not intend to) support any losses arising from the assigned debts against which the cash has been advanced. In the event of default in payment of a debtor, the providers of finance seek repayment of cash advanced only from the remainder of the cash pool of debts in which they hold an interest; repayment is not required from the Group in any other way. UK Factor financing is in respect of trade debts factored with recourse which represents a proportion of the debts. Under the terms of the arrangement certain trade debts are sold to the factor who in turn advances cash payments in relation to these debts. A non- utilisation fees is payable at 0.25 per cent of the available facility where the amounts drawn down equate to less than 50 per cent of said facility. In the event of a default in payment of a debtor the Group is obliged to support losses to the extent of cash advanced against that debt. In normal circumstances this will be recovered from the cash pool of debts in which they hold an interest. The Group is obliged to repay any advance of cash in excess of the maximum amount available for draw-down as calculated under the terms of the agreement. e) Facilities At 31 December 2009, the Group had available £100.3 million (2008: £163.4 million) of uncommitted overdraft and factoring facilities. The Group also had access to a £60.0 million committed facility of which £42.9 million is not utilised as at the balance sheet date. This facility expires in May 2011. 22 Obligations under leases a) Finance lease commitments The Group has finance leases for various items of plant and machinery; these leases have no terms of renewal or purchase options and escalation clauses. Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows: 2009 2008 Minimum Present value Minimum Present value of payments of payments payments payments £’000 £’000 £’000 £’000 Within one year 22,462 20,818 24,480 19,819 After one year but not more than five years 22,848 21,849 37,562 35,372 45,310 42,667 62,042 55,191 b) Operating lease commitments where the Group is lessee The Group has entered into commercial leases on certain properties, motor vehicles and items of small machinery. There are no restrictions placed upon the Group by entering into these leases. Future commitments payable under non-cancellable operating leases as at 31 December are as follows: 2009 2008 £’000 £’000 Not later than one year 35,756 38,922 After one year but not more than five years 47,993 50,065 More than five years 14,574 16,061 98,323 105,048 c) Operating lease receivables where the Group is lessor During the year the Group entered into commercial leases with customers on certain items of machinery. These leases have remaining terms of between one and five years. Future amounts receivable by the Group under the non-cancellable operating leases as at 31 December are as follows: 2009 2008 £’000 £’000 Not later than one year 22,948 19,837 After one year but not more than five years 14,704 35,034 37,652 54,871 The amounts receivable are directly related to the finance lease obligations detailed in note 21. Computacenter plc Annual Report and Accounts 2009 75
  • 80. Notes to the consolidated financial statements continued For the year ended 31 December 2009 23 Provisions Property provisions £’000 At 1 January 2009 11,665 Arising during the year 3,665 Utilised (1,410) Movement in discount rate 343 Exchange adjustment (456) At 31 December 2009 13,807 Current 2009 2,202 Non-current 2009 11,605 13,807 Current 2008 2,100 Non-current 2008 9,565 11,665 Assumptions used to calculate the property provisions are based on the market value of the rental charges plus any contractual dilapidation expenses on empty properties and the Directors’ best estimates of the likely time before the relevant leases can be reassigned or sublet, which ranges between one and seven years. The provisions in relation to the UK properties are discounted at a rate based upon the Bank of England base rate. Those in respect of the European operations are discounted at a rate based on Euribor. 24 Financial instruments An explanation of the Group’s financial instrument risk management objectives, policies and strategies are set out in the Finance Director’s Review on pages 18 to 21. Credit risk The Group principally manages credit risk through management of customer credit limits. The credit limits are set for each customer based on the creditworthiness of the customer and the anticipated levels of business activity. These limits are initially determined when the customer account is first set up and are regularly monitored thereafter. The balance of trade receivables relates to customers for whom there is no recent history of default. In determining the recoverability of the trade receivables, the Group considers any change in the credit quality of the trade receivables from the date the credit was initially granted up to the reporting date. The maximum exposure on trade receivables, as at the reporting date, is their carrying value. In France, credit risk is mitigated through a credit insurance policy which applies to non-Government customers and provides insurance for approximately 50 per cent of the relevant credit risk exposure. With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents. There are no significant concentrations of credit risk within the Group. Interest rate risk The Group finances its operations through a mixture of retained profits, bank borrowings, invoice factoring in France and the UK and finance leases and loans for certain customer contracts. The Group’s bank borrowings, other facilities and deposits are at floating rates. No interest rate derivative contracts have been entered into. When long-term borrowings are utilised, the Group’s policy is to maintain these borrowings at fixed rates to limit the Group’s exposure to interest rate fluctuations. Fair values The carrying value of the Group’s short-term receivables and payables is a reasonable approximation of their fair values. The fair value of all other financial instruments carried within the Group’s financial statements is not materially different from their carrying amount. 76 Computacenter plc Annual Report and Accounts 2009
  • 81. 24 Financial instruments continued Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group’s profit before tax (through the impact on floating rate borrowings). There is no impact on the Group’s equity. Effect Change on profit in basis before tax points £’000 2009 Sterling +25 97 Euro +25 (52) 2008 Sterling +25 99 Euro +25 (92) The impact of a reasonably possible decrease to the same range shown in the table would result in an opposite impact on the profit before tax of the same magnitude. Forward currency contracts At 31 December 2009 the Group held 61 foreign exchange contracts (2008: 14) as hedges of an inter-company loan and future expected payments to suppliers. The exchange contracts are being used to reduce the exposure to foreign exchange risk. The terms of these contracts are detailed below: 31 December 2009 Buy Sell Value of Maturity Contract currency currency contracts dates rates UK Euros Sterling €2,630,000 Mar 10 1.1208 Sterling Dollars $5,632,000 Jan–Feb 10 1.584–1.615 Sterling SA rand R400,500 Jan 10 11.9438 Dollars Sterling $2,537,000 Jan–Feb 10 1.594–1.668 SA rand Sterling R801,000 Jan 10 11.958–11.978 Germany Dollars Euros $39,906,000 Jan–Apr 10 1.435–1.508 Euros Dollars $2,695,000 Jan–Feb 10 1.460–1.487 31 December 2008 Buy Sell Value of Maturity Contract currency currency contracts dates rates UK Euros Sterling €7,036,000 Jan–Mar 09 1.031–1.032 Dollars Sterling $5,500,000 Jan 09 1.449 Germany Dollars Euros $15,300,000 Jan 09 1.265–1.421 Exchange rate sensitivity The majority of the transactions in each of the Group’s geographical segments are denominated in the functional currency of that segment. There are, however, a limited number of transactions where foreign currency exchange risk exists. In these instances the Group enters into forward currency contracts, as shown in the above table, in order to mitigate such risk. At the end of the year the fair value of the outstanding contracts was an asset of £726,000 (2008: £644,000 liability). Other than differences arising from the translation of results of operations outside of the Group’s functional currency, reasonably foreseeable movements in the exchange rates of +10 per cent or -10 per cent would not have a material impact on the Group’s profit before tax or equity. Computacenter plc Annual Report and Accounts 2009 77
  • 82. Notes to the consolidated financial statements continued For the year ended 31 December 2009 24 Financial instruments continued Liquidity risk The table below summarises the maturity profile of the Group’s financial liabilities as at 31 December based on contractual undiscounted payments: On demand <3 months 3–12 months 1–5 years >5 years Total £’000 £’000 £’000 £’000 £’000 £’000 Year ended 31 December 2009 Financial liabilities 18,608 11,605 37,399 23,027 – 90,639 Property provisions – 312 1,844 9,345 2,847 14,348 Trade and other payables – 378,929 – – – 378,929 18,608 390,846 39,243 32,372 2,847 483,916 On demand <3 months 3–12 months 1–5 years >5 years Total £’000 £’000 £’000 £’000 £’000 £’000 Year ended 31 December 2008 Financial liabilities 48,867 15,254 45,905 44,112 – 154,138 Forward currency contracts – 634 – 10 – 644 Property provisions – 247 1,853 6,304 3,261 11,665 Trade and other payables – 378,721 – – – 378,721 48,867 394,856 47,758 50,426 3,261 545,168 Fair value measurements recognised in the consolidated balance sheet Financial instruments which are recognised at fair value subsequent to initial recognition are grouped into Levels 1 to 3 based on the degree to which the fair value is observable. The 3 levels are defined as follows: • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). At 31 December 2009 the Group had Forward Currency Contracts, which were measured at Level 2 fair value subsequent to initial recognition, to the value of an asset of £726,000 (31 December 2008: liability of £644,000). The realised gains from forward currency contracts in the period to 31 December 2009 of £1,370,000, are offset by broadly equivalent realised losses on the related underlying transactions. 25 Capital management Computacenter’s approach to capital management is to ensure that the Group has a strong capital base to support the development of the business and to maintain a strong credit rating, whilst aiming to maximise shareholder value. In line with this approach the Group has repurchased share capital where it has been enhancing to earnings per share. In 2009, the Group also purchased a further £0.6 million of shares for use in various employee share schemes. Consistent with the Group’s aim to maximise return to shareholders, the dividend policy is to maintain a relatively low level of cover of between 2–2.5 times. In 2009 the cover was 2.5 times, on a pre-exceptional basis (2008: 2.6 times). Capital is allocated across the Group in order to minimise the Group’s exposure to exchange rates, which has typically resulted in borrowings in France and Germany with cash on deposit in the UK. In certain circumstances, the Group enters into customer contracts that are financed by leases, which are secured only on the assets that they finance, or loans. Whilst the outstanding amounts of this ‘customer-specific financing’ are included within net funds for statutory reporting purposes, the Group excludes this ‘customer-specific financing’ when managing the net funds of the business as this outstanding financing is matched by committed future revenues. These financing facilities, which are committed, are thus outside of the normal working capital requirements of the Group’s product resale and services activities. 78 Computacenter plc Annual Report and Accounts 2009
  • 83. 25 Capital management continued The measures of net funds that the Group monitors are: 2009 2008 £’000 £’000 Net funds excluding customer-specific financing 86,403 4,609 Customer-specific loans (6,488) (34,009) Customer-specific finance leases (42,567) (55,191) Net funds/(debt) 37,348 (84,591) The net funds (excluding customer-specific financing) improved in the year from £4.6 million to £86.4 million by the end of the year. The rise in net funds ahead of earnings is due to a number of factors. Firstly the sale of the trade distribution business in the UK released an estimated £30 million working capital; secondly the Group benefited by an estimated £30 million from improved credit terms with a significant vendor in UK and Germany; cash receipts at the end of December 2009 were stronger than usually experienced; and finally, there was a benefit of £10 million due to early settlement on a customer contract that is financed by a customer-specific financing arrangement. The increase in the year is achieved after taking account of investment in the ERP system in the period of some £11 million. The Group’s capital base is primarily utilised to finance its fixed assets and working capital requirements. Each operating country manages working capital in line with Group policies. The Group intends to optimise the use of working capital and improve its cash flow. In 2009, as a consequence, the UK simplified its organisation and exited the Trade Distribution business. The key components of working capital, i.e. trade receivables, inventory and trade payables, are managed in accordance with an agreed number of days targeted in the budget process, in order to ensure efficient capital usage. An important element of the process of managing capital efficiently is to ensure that each operating country rewards behaviour at an Account Manager and Account Director level to minimise working capital, at a transactional level. This is achieved by increasing commission payments for early payment by customers and reduced commission payments for late payment by customers, which encourages appropriate behaviour. 26 Authorised and issued capital and reserves 2009 2008 Authorised £’000 £’000 A ordinary shares of 6 pence each 25,000 25,000 B shares of 39 pence each 75,000 75,000 100,000 100,000 A ordinary shares Issued and fully paid No. ‘000’ £’000 At 1 January 2008 158,399 9,504 Purchase of own ordinary shares for cancellation (5,378) (323) At 31 December 2008 153,021 9,181 Ordinary shares issued during the year for cash on exercise of share options 78 5 At 31 December 2009 153,099 9,186 The holders of A ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the general meetings of the Company. On a winding up of the Company holders of A ordinary shares may be entitled to the residual assets of the Company. The Company has two share option schemes under which options to subscribe for the Company’s shares have been granted to certain executives and senior employees (note 27). Share premium The share premium account is used to record the aggregate amount or value of premiums paid when the Company’s shares are issued/redeemed at a premium. Capital redemption reserve The capital redemption reserve is used to maintain the Company’s capital following the purchase and cancellation of it own shares. During the year the Company did not repurchase any of its own shares for cancellation (2008: 5,378,000). Computacenter plc Annual Report and Accounts 2009 79
  • 84. Notes to the consolidated financial statements continued For the year ended 31 December 2009 26 Authorised and issued capital and reserves continued Own shares held Own shares held comprise the following: i) Computacenter Employee Share Ownership Plan Shares in the parent undertaking comprise 4,998,011 (2008: 5,813,066) 6 pence ordinary shares of Computacenter plc purchased by the Computacenter Employee Share Ownership Plan (‘the Plan’). The number of shares held represents 3.3 per cent (2008: 3.8 per cent) of the Company’s issued share capital. None of these shares were awarded to executives of the Company under the Computacenter (UK) Limited Cash Bonus and Share Plan. Options previously awarded are to be held on behalf of employees and former employees of Computacenter (UK) Limited and their dependants, excluding Jersey residents. The distribution of these shares is dependant upon the trustee holding them on the employees’ behalf for a restrictive period of three years. Since 31 December 2002 the definition of beneficiaries under the ESOP Trust has been expanded to include employees who have been awarded options to acquire ordinary shares of 6p each in Computacenter plc under the other employee share plans of the Computacenter Group, namely the Computacenter Services Group plc Approved Executive Share Option Plan, the Computacenter Employee Share Option Scheme 1998, the Computacenter Services Group plc Unapproved Executive Share Option Scheme, the Computacenter Performance Related Share Option Scheme 1998, the Computacenter Sharesave Plus Scheme and any future similar share ownership schemes. All costs incurred by the Plan are settled directly by Computacenter (UK) Limited and charged in the accounts as incurred. The Plan Trustees have waived the dividends receivable in respect of 4,998,011 shares that it owns which are all unallocated shares. ii) Computacenter Qualifying Employee Share Trust (‘the QUEST’) The total shares held are 730,565 (2008: 743,708), which represents 0.5 per cent of the Company’s issued share capital. All of these shares will continue to be held by the Quest until such time as the Sharesave options granted against them are exercised. The market value of these shares at 31 December 2009 was £1,829,000 (2008: £669,000). The Quest Trustees have waived dividends in respect of all of these shares. During the year the Quest did not subscribe for any new 6p ordinary shares. Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. 80 Computacenter plc Annual Report and Accounts 2009
  • 85. 27 Share-based payments Executive share option scheme During the year, options were exercised with respect to 115,000 6 pence ordinary shares at a nominal value of £6,900 at an aggregate premium of £283,075. No options were exercised in 2008. Under the Computacenter Employee Share Option Scheme 1998 and the Computacenter Services Group Executive Share Scheme, options in respect of 1,385,383 shares lapsed. The numbers of shares under options outstanding at the year-end comprise: 2009 2008 Number Number Date of grant Exercisable between Exercise price outstanding outstanding 01/04/1999 01/04/2002–31/03/2009 565.00p – 50,620 05/05/1999 05/05/2002–04/05/2009 565.00p – 113,795 24/08/1999 24/08/2003–23/08/2009 565.00p – 13,724 27/09/2000 27/09/2003–26/09/2010 380.00p 169,000 214,000 19/09/2001 19/09/2004–18/09/2011 245.00p – 12,244 19/09/2001 19/09/2005–18/09/2011 245.00p 50,000 50,000 19/09/2001 19/09/2006–18/09/2011 245.00p 50,000 50,000 10/04/2002 10/04/2005–09/04/2012 322.00p 203,816 213,816 10/04/2002 10/04/2005–09/04/2012 331.00p 45,000 45,000 21/03/2003 21/03/2006–20/03/2013 266.50p 62,500 77,500 02/04/2004 02/04/2007–01/04/2014 424.00p 45,000 295,000 24/10/2006 24/10/2009–23/10/2016 250.00p 1,674,800 2,279,600 17/04/2007 17/04/2010–16/04/2017 285.00p 225,200 570,400 23/10/2007 23/10/2010–22/10/2017 204.00p – 40,000 2,525,316 4,025,699 Computacenter Performance Related Share Option Scheme Under the Computacenter Performance Related Share Option scheme, options granted will be subject to certain performance conditions as described in the Directors’ Remuneration Report. During the year 206,367 options lapsed. No options were granted during the course of the year. At 31 December 2009 the number of shares under outstanding options was as follows: 2009 2008 Number Number Date of grant Exercisable between Exercise price outstanding outstanding 10/04/2002 10/04/2005–09/04/2012 322.00p 189,440 189,440 02/04/2004 02/04/2007–01/04/2014 424.00p – 206,367 189,440 395,807 The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of share options for the Executive Share Option Scheme and the Performance Related Share Option Scheme. 2009 2009 2008 2008 No. WAEP No. WAEP Executive share option scheme Outstanding at the beginning of the year1 4,025,699 £2.93 5,588,495 £2.94 Granted during the year – – 40,000 £1.24 Forfeited during the year (1,385,383) £3.34 (1,602,796) £2.93 Exercised during the year2 (115,000) £2.52 – – Outstanding at the end of the year 2,525,316 £2.72 4,025,699 £2.93 Exercisable at the end of the year 2,300,116 £2.71 1,135,699 £3.86 Notes 1 Included within this balance are options over 517,816 (2008: 763,199) shares that have not been accounted for under IFRS 2 as the options were granted on or before 7 November 2002. These options have not been subsequently modified and therefore do not need to be accounted for in accordance with IFRS 2. 2 The weighted average share price at the date of exercise for the options exercised is £3.20. Computacenter plc Annual Report and Accounts 2009 81
  • 86. Notes to the consolidated financial statements continued For the year ended 31 December 2009 27 Share-based payments continued The weighted average remaining contractual life for the share options outstanding as at 31 December 2009 is 5.7 years (2008: 6.5 years). 2009 2009 2008 2008 No. WAEP No. WAEP Computacenter performance related share option scheme Outstanding at the beginning of the year1 395,807 £3.75 1,197,546 £3.17 Forfeited during the year (206,367) £4.24 (801,739) £2.88 Outstanding at the end of the year 189,440 £3.22 395,807 £3.75 Exercisable at the end of the year 189,440 £3.22 395,807 £3.75 Notes 1 Included within this balance are options over 189,440 (2008: 189,440) shares that have not been accounted for under IFRS 2 as the options were granted on or before 7 November 2002. These options have not been subsequently modified and therefore do not need to be accounted for in accordance with IFRS 2. The weighted average remaining contractual life for the share options outstanding as at 31 December 2009 is 2.3 years (2008: 4.3 years). Computacenter LTIP Performance Share Plan Under the Computacenter LTIP Performance Share Plan, shares granted will be subject to certain performance conditions as described in the Directors’ Remuneration Report. During the year 3,029,337 (2008: 1,635,160) shares were awarded, 1,216,601 (2008: 177,594) were exercised and 383,260 (2008: 363,146) lapsed. At 31 December 2009 the number of shares outstanding was as follows: 2009 2008 Share price at Number Number Date of grant Maturity date date of grant outstanding outstanding 12/04/2006 01/04/2009 245.00p – 1,077,769 10/05/2006 01/04/2009 254.00p – 7,870 17/04/2007 01/04/2009 285.25p 35,526 103,539 17/04/2007 01/04/2010 285.25p 739,529 896,442 17/03/2008 17/03/2010 187.00p 180,347 180,347 17/03/2008 01/04/2011 187.00p 1,117,942 1,358,530 13/03/2009 13/03/2012 126.50p 1,323,685 – 13/03/2009 13/03/2011 126.50p 156,944 – 20/03/2009 20/03/2012 123.00p 1,500,000 – 5,053,973 3,624,497 The weighted average share price at the date of exercise for the options exercised is £1.28 (2008: £1.66). The weighted average remaining contractual life for the options outstanding as at 31 December 2009 is 2.4 years (2008: 1.3 years). Computacenter Sharesave Scheme The Company operates a Sharesave Scheme which is available to all employees and full time Executive Directors of the Company and its subsidiaries who have worked for a qualifying period. All options granted under this scheme are satisfied at exercise by way of a transfer of shares from the Computacenter Qualifying Employee Share Trust. During the year 585,766 options were granted with a fair value of £543,319. No options were granted during the year to 31 December 2008. 82 Computacenter plc Annual Report and Accounts 2009
  • 87. 27 Share-based payments continued Under the scheme the following options have been granted and are outstanding at the year-end: 2009 2008 Number Number Date of grant Exercisable between Share price outstanding outstanding October-2003 01/12/2008–31/05/2009 395.00p – 108,452 October-2003 01/12/2008–31/05/2009 417.00p – 9,165 October-2004 01/12/2008–31/05/2009 316.00p – 11,260 October-2004 01/12/2009–31/05/2010 335.00p 64,421 83,949 October-2005 01/12/2008–31/05/2009 222.00p – 459,067 October-2005 01/12/2010–31/05/2011 222.00p 81,894 100,471 October-2006 01/12/2009–31/05/2010 254.00p 131,409 200,622 October-2006 01/12/2011–31/05/2012 254.00p 65,818 95,273 October-2007 01/12/2010–31/05/2011 178.00p 1,101,273 1,347,508 October-2007 01/12/2012–31/05/2013 178.00p 570,565 628,130 October-2009 01/12/2012–31/05/2013 320.00p 407,336 – October-2009 01/12/2014–31/05/2015 320.00p 173,248 – 2,595,964 3,043,897 The following table illustrates the No. and WAEP of share options for the Sharesave scheme: 2009 2009 2008 2008 No. WAEP No. WAEP Sharesave scheme Outstanding at the beginning of the year 3,043,897 £2.13 4,164,980 £2.13 Granted during the year 585,766 £3.20 – – Forfeited during the year (970,622) £2.36 (1,121,083) £2.29 Exercised during the year1 (63,077) £2.31 – – Outstanding at the end of the year 2,595,964 £2.21 3,043,897 £2.13 Exercisable at the end of the year 195,830 £2.81 587,944 £2.59 Notes 1 The weighted average share price at the date of exercise for the options exercised is £2.68. Computacenter plc Annual Report and Accounts 2009 83
  • 88. Notes to the consolidated financial statements continued For the year ended 31 December 2009 27 Share-based payments continued The fair value of the Executive Share Option Scheme, the Performance Related Share Option Scheme, the LTIP Performance Share Plan and Sharesave Scheme plans are estimated as at the date of grant using the Black-Scholes valuation model. The following table gives the assumptions made during the year ended 31 December 2009 and 31 December 2008: Sharesave scheme LTIP LTIP LTIP performance performance performance SAYE SAYE Nature of the arrangement share plan share plan share plan scheme scheme Date of grant 20/03/09 13/03/09 13/03/09 29/10/09 29/10/09 Number of instruments granted 1,500,000 156,944 1,372,393 409,604 176,162 Exercise price £nil £nil £nil £3.20 £3.20 Share price at date of grant £1.23 £1.27 £1.27 £2.94 £2.94 Contractual life (years) 3 3 3 3 5 See note 10 See note 9 See note 9 on page 38 in on page 38 in on page 38 in Three-year Five-year the Directors’ the Directors’ the Directors’ service period service period remuneration remuneration remuneration and savings and savings Vesting conditions report report report requirement requirement Expected volatility n/a n/a n/a 53.80% 48.90% Expected option life at grant date (years) 3 3 3 3 5 Risk-free interest rate n/a n/a n/a 2.80% 2.80% Dividend yield 6.67% 6.48% 6.48% 2.79% 2.79% Fair value per granted instrument determined at grant date £0.99 £1.10 £1.02 £0.90 £1.00 The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the recent historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of the options granted were incorporated into the measurement of fair value. 28 Analysis of changes in net (debt)/funds At At 1 January Cash flows Non-cash Exchange 31 December 2009 in year flow differences 2009 £’000 £’000 £’000 £’000 £’000 Cash and cash equivalents 46,889 58,598 – (533) 104,954 Other loans non-CSF – (3,705) – – (3,705) Factor financing (42,280) 25,600 – 1,834 (14,846) Net funds excluding customer-specific financing 4,609 80,493 – 1,301 86,403 Customer-specific finance leases (55,191) 21,056 (10,163) 1,731 (42,567) Customer-specific other loans (34,009) 27,496 – 25 (6,488) Total customer-specific financing (89,200) 48,552 (10,163) 1,756 (49,055) Net (debt)/funds (84,591) 129,045 (10,163) 3,057 37,348 At At 1 January Cash flows Non-cash Exchange 31 December 2008 in year flow differences 2008 £’000 £’000 £’000 £’000 £’000 Cash and cash equivalents 7,266 40,185 – (562) 46,889 Factor financing (23,453) (12,763) – (6,064) (42,280) Net funds excluding customer-specific financing (16,187) 27,422 – (6,626) 4,609 Customer-specific finance leases (47,642) 25,713 (27,657) (5,605) (55,191) Customer-specific other loans (15,975) (17,977) – (57) (34,009) Total customer-specific financing (63,617) 7,736 (27,657) (5,662) (89,200) Net debt (79,804) 35,158 (27,657) (12,288) (84,591) 84 Computacenter plc Annual Report and Accounts 2009
  • 89. 29 Adjusted management cash flow statement The adjusted management cash flow has been provided to explain how management view the cash performance of the business. There are two primary differences to this presentation compared to the statutory cash flow statement, as follows: 1) Factor financing is not included within the statutory definition of cash and cash equivalents, but operationally is managed within the total net funds/borrowings of the businesses; and 2) Items relating to customer-specific financing are adjusted for as follows: a. Interest paid on customer-specific financing is reclassified from interest paid to adjusted operating profit; and b. Where customer-specific assets are financed by finance leases and the liabilities are matched by future amounts receivable under customer operating lease rentals, the depreciation of leased assets and the repayment of the capital element of finance leases are offset within net working capital; and c. Where assets are financed by loans and the liabilities are matched by amounts receivable under customer operating lease rentals, the movement on loans within financing activities and is also offset within working capital. 2009 2008 £’000 £’000 Adjusted profit before taxation 54,225 43,107 Net finance income (302) (963) Depreciation and amortisation 17,695 18,055 Share-based payment 2,555 2,525 Working capital movements 65,337 16,306 Other adjustments (1,567) (186) Adjusted operating cash inflow 137,943 72,792 Net interest received 1,149 659 Income taxes paid (17,500) (6,052) Capital expenditure and investments (21,294) (24,313) Acquisitions and disposals (6,775) – Equity dividends paid (12,514) (12,021) Cash inflow before financing 81,009 37,117 Financing Proceeds from issue of shares 44 – Purchase of own shares (560) (9,695) Increase in net funds excluding CSF in the period 80,493 27,422 Increase in net funds excluding CSF 80,493 27,422 Effect of exchange rates on net funds excluding CSF 1,301 (6,626) Net funds/(debt) excluding CSF at beginning of period 4,609 (16,187) Net funds excluding CSF at end of period 86,403 4,609 30 Capital commitments At 31 December 2009 and 31 December 2008 the Group held no significant commitments for capital expenditure. 31 Pensions and other post-employment benefit plans The Group has a defined contribution pension plan, covering substantially all of its employees in the UK. The amount recognised as an expense for this plan is detailed in note 6. Computacenter plc Annual Report and Accounts 2009 85
  • 90. Notes to the consolidated financial statements continued For the year ended 31 December 2009 32 Related party transactions During the year the Group entered into transactions, in the ordinary course of business, with related parties. Transactions entered into are as described below: Biomni provides the Computacenter e-procurement system used by many of Computacenter’s major customers. An annual fee has been agreed on a commercial basis for use of the software for each installation. Both PJ Ogden and PW Hulme are Directors of and have a material interest in Biomni Limited. The table below provides the total amount of transactions that have been entered into with related parties for the relevant financial year: Sales to Purchases Amounts Amounts related from related owed by owed to parties parties related parties related parties £’000 £’000 £’000 £’000 Biomni Limited 10 925 – – Terms and conditions of transactions with related parties Sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables. The Group has not recognised any provision for doubtful debts relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. Compensation of key management personnel (including Directors) Please refer to the information given in the Directors’ remuneration table in the Directors’ Remuneration Report on page 37 for details of compensation given to the Group’s key management personnel. There are no other key management personnel. 86 Computacenter plc Annual Report and Accounts 2009
  • 91. STATEMENT OF DIRECTORS’ RESPONSIBILITIES The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s web site. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Computacenter plc Annual Report and Accounts 2009 87
  • 92. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF COMPUTACENTER PLC We have audited the Parent Company financial statements of Computacenter plc for the year ended 31 December 2009 which comprise the Company Balance Sheet and the related notes 1 to 12. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditors As explained more fully in the Directors’ Responsibilities Statement set out on page 44, the Directors are responsible for the preparation of the Parent Company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the Parent Company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Parent Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion the Parent Company financial statements: • give a true and fair view of the state of the Company’s affairs as at 31 December 2009 • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion: • the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and • the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the parent company financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Other matter We have reported separately on the Group financial statements of Computacenter plc for the year ended 31 December 2009. Peter Bateson (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Luton 10 March 2010 88 Computacenter plc Annual Report and Accounts 2009
  • 93. COMPANY BALANCE SHEET As at 31 December 2009 2009 2008 Note £’000 £’000 Fixed assets Intangible assets 2 118,721 127,221 Tangible assets 3 26,947 28,563 Investments 4 159,323 156,746 304,991 312,530 Current assets Debtors 5 90,126 90,259 Cash at bank and in hand 17 13 90,143 90,272 Creditors: Amounts falling due within one year 6 146,364 135,207 Net current liabilities (56,221) (44,935) Total assets less current liabilities 248,770 267,595 Creditors: amounts falling due after more than one year 7 35,704 44,704 Provisions for liabilities and charges 8 436 612 Total assets less liabilities 212,630 222,279 Capital and reserves Called up share capital 9 9,186 9,181 Share premium account 9 2,929 2,890 Capital redemption reserve 9 74,950 74,950 Merger reserve 9 55,990 55,990 Own shares held (7,696) (9,208) Profit and loss account 9 77,271 88,476 Equity shareholders’ funds 212,630 222,279 Approved by the Board on 10 March 2010 MJ Norris FA Conophy Chief Executive Finance Director Computacenter plc Annual Report and Accounts 2009 89
  • 94. NOTES TO THE COMPANY FINANCIAL STATEMENTS For the year ended 31 December 2009 1 Accounting policies Basis of preparation The financial statements of Computacenter plc were approved for issue in accordance with a resolution of the Directors on 10 March 2010. The balance sheet was signed on behalf of the Board by MJ Norris and FA Conophy. The financial statements are prepared under the historical cost convention and in accordance with the applicable UK Accounting Standards. No profit and loss account is presented for the Company as permitted by section 408 of the Companies Act 2006. The profit after tax for the Company was £826,000 (2008: £38,984,000). There are no other recognised gains or losses other than the profit for the year. The Company has taken advantage of the exemption in paragraph 2D(b) of FRS 29 Financial Instruments: Disclosure and has not disclosed information required by that standard, as the Group’s consolidated financial statements, in which the Company is included, provide equivalent disclosures for the Group under IFRS 7 Financial Instruments: Disclosures. Intellectual property Licences purchased in respect of intellectual property are capitalised, classified as an intangible asset on the balance sheet and amortised on a straight-line basis over the period of the license, normally 20 years. Depreciation of fixed assets Freehold land is not depreciated. Depreciation is provided on all other tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: Freehold land and buildings 25 years Investments Fixed asset investments are shown at cost less provision for impairment. In addition, subsequent to the adoption of UITF Abstract 41, investments in subsidiaries also include the FRS 20 cost of share-based payments. Impairment of assets The carrying values of assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account. Share-based payment transactions The expense for share-based payments is recognised in the subsidiary companies employing the relevant employees. The Company records a corresponding increase in its investments in subsidiaries with a credit to equity which is equivalent to the FRS 20 cost in the subsidiary undertakings. Taxation Corporation tax payable is provided on taxable profits at the current tax rate. Where Group relief is surrendered from other subsidiaries in the Group, the Company is required to pay to the surrendering company an amount equal to the loss surrendered multiplied by the current tax rate. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more, or a right to pay less, tax in the future have occurred at the balance sheet date. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. 90 Computacenter plc Annual Report and Accounts 2009
  • 95. 2 Intangible assets Intellectual property £’000 Cost At 1 January 2009 and 31 December 2009 169,737 Amortisation At 1 January 2009 42,516 Charge in the year 8,500 At 31 December 2009 51,016 Net book value At 31 December 2009 118,721 At 31 December 2008 127,221 3 Tangible assets Freehold land and buildings £’000 Cost At 1 January 2009 and 31 December 2009 42,350 Depreciation At 1 January 2009 13,787 Charge in the year 1,616 At 31 December 2009 15,403 Net book value At 31 December 2009 26,947 At 31 December 2008 28,563 4 Investments Investments Loans to in subsidiary subsidiary undertakings undertakings Investment Total £’000 £’000 £’000 £’000 Cost At 1 January 2009 225,501 2,754 25 228,280 Additions 431 – – 431 Share-based payments 2,555 – – 2,555 At 31 December 2009 228,487 2,754 25 231,266 Amounts provided At 1 January 2009 68,755 2,754 25 71,534 During the year 409 – – 409 At 31 December 2009 69,164 2,754 25 71,943 Net book value At 31 December 2009 159,323 – – 159,323 At 31 December 2008 156,746 – – 156,746 Details of the principal investments at 31 December in which the Company holds more than 20 per cent of the nominal value of ordinary share capital are given in the Group accounts in note 15. Computacenter plc Annual Report and Accounts 2009 91
  • 96. Notes to the Company financial statements continued For the year ended 31 December 2009 5 Debtors 2009 2008 £’000 £’000 Amount owed by subsidiary undertaking 90,000 90,000 Other debtors 126 259 90,126 90,259 6 Creditors: amounts falling due within one year 2009 2008 £’000 £’000 Amount owed to subsidiary undertaking 145,853 135,207 Accruals 137 – Corporation tax 374 – 146,364 135,207 7 Creditors: amounts falling due after more than one year 2009 2008 £’000 £’000 Deferred income 35,704 44,704 8 Provisions for liabilities and charges Deferred taxation £’000 At 1 January 2009 612 Capital allowances in advance of depreciation (176) At 31 December 2009 436 The deferred tax balance all relates to capital allowances in advance of depreciation. 9 Reconciliation of shareholders’ funds and movements on reserves Capital Own Profit Total Share Share redemption shares Merger and loss shareholders’ capital premium reserve held reserve account funds £’000 £’000 £’000 £’000 £’000 £’000 £’000 At 1 January 2008 9,504 2,890 74,627 (9,419) 55,990 68,596 202,188 Exercise of options – – – 298 – – 298 Total recognised gains and losses in the year – – – – – 38,984 38,984 Purchase of own shares – – – (9,695) – – (9,695) Share options granted to employees of subsidiary companies – – – – – 2,525 2,525 Cancellation of own shares (323) – 323 9,608 – (9,608) – Equity dividends – – – – – (12,021) (12,021) At 31 December 2008 9,181 2,890 74,950 (9,208) 55,990 88,476 222,279 Shares issued 5 39 – – – – 44 Exercise of options – – – 2,072 – (2,072) – Total recognised gains and losses in the year – – – – – 826 826 Purchase of own shares – – – (560) – – (560) Share options granted to employees of subsidiary companies – – – – – 2,555 2,555 Equity dividends – – – – – (12,514) (12,514) At 31 December 2009 9,186 2,929 74,950 (7,696) 55,990 77,271 212,630 92 Computacenter plc Annual Report and Accounts 2009
  • 97. 10 Contingent liabilities The Company has given a guarantee in the normal course of business to a supplier of a subsidiary undertaking for an amount not exceeding £6,715,000 (2008: £24,451,000), and to a customer of a subsidiary undertaking for an amount not exceeding £13,333,00 (2008: £14,507,000). The Company has provided cross guarantees in respect of certain bank loans and overdrafts of its subsidiary undertakings. The amount outstanding at 31 December is £3,063,000 (2008: £6,483,000). 11 Related party transactions The Company has taken the exemption in FRS 8 not to disclose transactions with other Group Companies. The Company has not traded with any of the related parties disclosed in note 32 of the Group accounts. 12 Auditors’ remuneration All auditors’ remuneration is borne by Computacenter (UK) Ltd, a fully-owned UK subsidiary of the Company. Computacenter plc Annual Report and Accounts 2009 93
  • 98. GROUP FIVE YEAR FINANCIAL REVIEW Year ended 31 December 2005 2006 2007 2008 2009 £m £m £m £m £m Revenue 2,285.2 2,269.9 2,379.1 2,560.1 2503.2 Adjusted* operating profit 28.9 33.3 41.7 42.1 53.9 Adjusted* profit before tax 35.7 38.0 42.7 43.1 54.2 Profit for the year 20.4 18.9 28.9 37.3 37.7 Adjusted* diluted earnings per share 11.8p 13.8p 18.5p 21.0p 27.7p Net cash/(debt) excluding CSF 101.0 29.4 (16.2) 4.6 86.4 Year-end headcount 9,370 9,328 9,877 10,220 10,296 * Before amortisation of acquired intangibles and exceptional items. Adjusted operating profit is stated after charging finance costs on customer-specific financing. In 2008 and 2009 adjusted diluted EPS also excludes the effects of exceptional items within the tax charge for the year. GROUP SUMMARY BALANCE SHEET Year ended 31 December 2005 2006 2007 2008 2009 £m £m £m £m £m Tangible assets 81.6 84.9 116.4 123.3 105.3 Intangible assets 9.5 9.9 45.2 51.6 73.0 Investments 0.3 – – – – Deferred tax asset 5.5 6.2 8.2 16.7 16.4 Inventories 100.2 94.6 110.5 105.8 67.1 Trade and other receivables 383.0 427.3 454.2 529.5 475.6 Prepayments and accrued income 63.5 50.4 61.4 97.7 85.3 Forward currency contracts 0.2 0.1 (0.4) (0.6) 0.7 Cash 164.8 77.9 29.2 53.4 108.0 Current liabilities (461.9) (459.8) (496.1) (602.6) (557.5) Non-current liabilities (16.0) (26.4) (50.4) (53.6) (35.5) Net assets 330.7 265.2 278.1 321.1 338.6 94 Computacenter plc Annual Report and Accounts 2009
  • 99. Financial calendar Title date Dividend record date 19 March 2010 Dividend payment date 1 April 2010 AGM 14 May 2010 Interim results announcement 27 August 2010 Dividend record date 17 September 2010 Dividend payment date 15 October 2010 Overview Business review Governance Financial statements Computacenter plc Annual Report and Accounts 2009 95
  • 100. corporaTe inFormaTion Board of directors principal Bankers principal offices Greg Lock (Non-Executive Chairman) Barclays Bank plc UK and Group Headquarters Mike Norris (Chief Executive) PO Box 544 Computacenter Tony Conophy (Finance Director) 54 Lombard Street Hatfield Avenue Cliff Preddy (Senior Independent Director) London Hatfield Philip Hulme (Non-Executive Director) EC3V 9EX Hertfordshire Ian Lewis (Non-Executive Director) United Kingdom AL10 9TW Peter Ogden (Non-Executive Director) Tel: +44 (0) 845 755 5555 United Kingdom John Ormerod (Non-Executive Director) Tel: +44 (0) 1707 631000 auditors Fax: +44 (0) 1707 639966 company Secretary Ernst & Young LLP Stephen Benadé 400 Capability Green Belgium Luton Computacenter NV/SA registered office Ikaroslaan 31 LU1 3LU Hatfield Avenue B-1930 Zaventem United Kingdom Hatfield Belgium Tel: +44 (0) 1582 643000 Hertfordshire Tel: +32 (0) 2 704 9411 AL10 9TW Stockbrokers and investment Fax: +32 (0) 2 704 9595 United Kingdom Bankers Telephone: +44 (0) 1707 631000 HSBC Investment Bank plc France Level 18 Computacenter France SA registrar and Transfer office 150 rue de la Belle Etoile 8 Canada Square Equiniti ZI Paris Nord 2 London Aspect House BP 52387 E14 5HQ Spencer Road 95943 Roissy CDG Cedex United Kingdom Lancing France Tel: +44 (0) 20 7991 8888 BN99 6FE Tel: +33 (0) 1 48 17 41 00 United Kingdom Credit Suisse Fax: +33 (0) 1 70 73 42 22 Tel: +44 (0) 871 384 2074 One Cabot Square London Germany (Calls to this number are charged at 8p Computacenter AG & Co. oHG E14 4QJ per minute from a BT landline. Other Europaring 34-40 United Kingdom telephony providers’ cost may vary). 50170 Kerpen Tel: +44 (0) 20 7888 8888 Germany Solicitors Tel: +49 (0) 22 73 / 5 97 0 Linklaters Fax: +49 (0) 22 73 / 5 97 1300 One Silk Street London Luxembourg EC2Y 8HQ Computacenter PSF SA United Kingdom Rue des Scillas 45 Tel: +44 (0) 20 7456 2000 L-2529 Howald Luxembourg company registration number Tel: +352 (0) 26 29 11 3110569 Fax: +352 (0) 26 29 1 815 internet address Netherlands Computacenter Group Computacenter N.V. www.computacenter.com Beech Avenue 54-80 1119 PW, Schiphol-Rijk The Netherlands Tel: +31 (0) 20 658 6800 Fax: +31 (0) 20 658 6111 South Africa Building 3 Parc du Cap Mispel Road Bellville, 7535 South Africa Tel: +27 (0) 21 957 4900 Fax: +27 (0) 21 948 3135 Spain Computacenter Services (Iberia) S.L.U. C/Balmes 236 08006 Barcelona Spain Tel: +34 (0) 936 207 000 Fax: +34 (0) 936 207 040 96 Computacenter plc Annual Report and Accounts 2009
  • 101. 534.7 605.0 684.3 740.0 100% Printed on Cocoon Offset which is made from 100% recycled fibres sourced only from post consumer waste. Cocoon Offset is certified according to the rules for the Forest Stewardship Council. Designed by luminous.co.uk
  • 102. Computacenter plc Annual Report and Accounts 2009 Computacenter (UK) Ltd Hatfield Avenue Hatfield Hertfordshire AL10 9TW United Kingdom Tel: +44 (0) 1707 631000 Fax: +44 (0) 1707 639966 E&OE. All trademarks acknowledged. © 2010 Computacenter. All rights reserved. www.computacenter.com