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Our journey
Computacenter plc
Annual Report and Accounts 2010




                                    Reduce
       Boost                        carbon
       productivity                 emissions by
       and agility                  1,239 tonnes



                      Increase
                      competitive
                      advantage
Performance
How are we doing against
our strategic objectives?
2010 strategic
objectives
                      Accelerating                                     Reducing
                      the growth of                                    cost through
                      our Contractual                                  increased
                      Services                                         efficiency and
                      business                                         industrialisation
                                                                       of our service
                                                                       operations


Progress against   In 2010 our Group contract base grew
                   by 9.3 per cent in constant currency;
                                                               We continue to invest and derive value from
                                                               the Shared Services Factory (‘SSF’), our
2010 strategic     evidence that in a difficult economic
                   environment, customers continue to turn
                                                               ‘industrialised’ approach, which helps to
                                                               standardise customer engagement, service
objectives         to Computacenter for contracted services,   offerings and also reduce the cost of
                   to reduce cost and ensure a high quality    service delivery. This includes investments
                   of service delivery.                        we have made in our offshore service
                                                               delivery capability, to take advantage of
                                                               the lower costs available, such as in South
                                                               Africa. In addition, we have made significant
                                                               investments in industry leading tools,
                                                               which enable us to provide an enhanced
                                                               service at lower cost in areas such as major
                                                               incident management and the remote
                                                               management of datacenter infrastructure.




Key performance    Increase contract base in constant
                   currency £m
                                                               Increase revenue per services head
                                                               £’000/head
indicators          2007                      409               2007                                  85

                    2008                          453           2008                                   86

                    2009                             493        2009                                   85

                    2010                                 539    2010                                    88




                   +9.3%                                       +3.0%
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


In November 2009, we sold the remaining                    Overall, 2010 Group revenue increased by               The Group-wide ERP system is an
part of our trade distribution business.                   6.9 per cent, whilst adjusted profit before            extensive IT implementation, as well as a
This, combined with the use of enhanced                    tax increased by 21.8 per cent. This reflects          significant business process change. The
procurement tools for purchasing from                      the success achieved through the sale of               system covers virtually all of our operating
the distribution marketplace, has enabled                  the trade distribution business, the growth            activities with entirely new resource
a working capital inflow of £21 million for                in higher margin sales to large organisations          scheduling, call logging and maintenance
the Group, despite a revenue increase                      and growth in services revenues of 6.5                 systems that are at the heart of our
of 6.9 per cent. Overall net cash, prior                   per cent – combined with virtually static              business. In addition, as we are managing
to Customer Specific Finance (‘CSF’),                      selling, general and administration costs.             the Group-wide implementation, we have
improved from £86.4 million at the end of                  This resulted in EBIT to net revenue (overall          had substantial internal discussion to agree
2009, to £139.4 million at the end of 2010;                revenue less the cost of product for resale)           the alignment of Group-wide processes, in
a major improvement from the net debt                      increasing from 6.0 per cent in 2009 to                order to drive maximum efficiency and cost
position of £16.2 million at the end of 2007.              6.6 per cent in 2010.                                  reduction across the Group.
                                                                                                                  We are pleased to report that Germany,
                                                                                                                  the first country to go ‘live’ on this system
                                                                                                                  at the end of January 2011, has been
                                                                                                                  implemented without material disruption to
                                                                                                                  the German business. The UK is scheduled
                                                                                                                  to follow during the third quarter, with
                                                                                                                  France in 2012.


Increase adjusted operating                                Increase EBIT as a percentage                          Delivery against the implementation plan
cash flow £m                                                of net revenue*

  2007     38                                                2007                              5.2%

  2008                     79                                2008                            4.9%                                 Q3



  2009                                            138        2009                                     6.0%               Q1


                                                                                                                  2011                  2012               2013
  2010                                108                    2010                                          6.6%




-21.6% +0.6pts

* EBIT to net revenue % is defined as adjusted operating profit as a percentage of net revenue.
  Computacenter defines net revenue as turnover less the cost of product for re-sale recognised as an expense.
Welcome
to our journey

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 journey
We are on a journey to become Europe’s best IT company. We
will achieve this objective by constantly delivering IT services
and solutions that enable our customers to achieve their goals.
Our strategy
Our strategy is to deliver long-term earnings growth. To help
measure our success, we have five key strategic initiatives
against which to benchmark our performance (see over page).




   T
                          ‘10
                         ‘09
                   ‘07
Highlights
of the year                                                                                                                        2
                                                                                                                                   4
                                                                                                                                   5
                                                                                                                                        Overview
                                                                                                                                        Group overview
                                                                                                                                        Chairman’s statement
                                                                                                                                        Operating review
                                                                                                                                   16   Market overview




Revenue £bn                                                    Adjusted* operating profit £m

  2007                                      2.38                 2007                         41.7




                                                                                                                                                                                 Overview
  2008                                           2.56            2008                         42.1

  2009                                           2.50            2009                                    53.9

  2010                                             2.68          2010                                             64.4




+6.9%                                                          +19.5%                                                                 Business review
                                                                                                                                   18 Finance Director’s review
                                                                                                                                   22 Risk management
                                                                                                                                   24 Corporate Sustainable Development (CSD)


Diluted earnings per share p                                   Total dividend per share p

  2007                    18.5                                   2007                        8.0




                                                                                                                                                                                 Business review
  2008                        21.0                               2008                         8.2

  2009                                    27.7                   2009                                   11.0

  2010                                             33.0          2010                                             13.2




+19.1%                                                         +20.0%
FINANCIAL HIGHLIGHTS                                           OPERATING HIGHLIGHTS                                                     Governance
                                                                                                                                   28   Board of Directors
Underlying performance                                         •	 Revenues improved significantly in all                           30   Corporate governance statement
                                                                  our major geographies                                            35   Directors’ remuneration report
•	 Ongoing^ revenues increased 10.7 per                                                                                            41   Directors’ report
   cent to £2.68 billion (2009: £2.42 billion)                 •	 Ongoing^ Group product revenue grew
•	 Adjusted* profit before tax increased                          markedly, up 12.5 per cent (14.7 per
   21.8 per cent to £66.1 million (2009:                          cent in constant currency) as a result of
   £54.2 million)                                                 strong customer demand for upgraded
•	 Adjusted* diluted earnings per share                           and improved IT infrastructure
   (‘EPS’) increased 19.1 per cent to                          •	 Our Group annual services contract



                                                                                                                                                                                 Governance
   33.0 pence (2009: 27.7 pence)                                  base grew over 7.1 per cent (9.3 per
•	 Total dividend for 2010 of 13.2 pence                          cent in constant currency) to £539.4
   per share (2009: 11.0 pence)                                   million (2009: £503.6 million) in excess
                                                                  of market growth predictions#
•	 Net cash prior to customer specific
   financing (‘CSF’) was £139.4 million                        •	 Our Group-wide ERP project remains
   (2009: £86.4 million)                                          on track with a successful migration
                                                                  onto the new platform in Germany
Statutory performance                                          •	 On 15 February 2011 we announced,                                   Financial statements
•	 Group revenues increased 6.9 per cent                          subject to the approval of the French                            46 Independent auditor’s report
   to £2.68 billion (2009: £2.50 billion)                         Competition Board, our agreement to                              47 Consolidated income statement
                                                                  acquire Top Info for an initial debt free                        48 Consolidated statement of
•	 Profit before tax increased 35.1 per cent                                                                                          comprehensive income
   to £65.4 million (2009: £48.4 million)                         cash consideration of €21 million                                49 Consolidated balance sheet
•	 Diluted EPS increased by 30.9 per cent                      •	 Launch of C3Mail, the first in a suite                           50 Consolidated statement of changes
                                                                                                                                      in equity
                                                                  of cloud-based offerings
                                                                                                                                                                                 Financial statements




   to 32.6 pence (2009: 24.9 pence)                                                                                                51 Consolidated cash flow statement
•	 Net cash after CSF of £111.0 million                                                                                            52 Notes to the consolidated financial
                                                                                                                                      statements
   (2009: £37.3 million)                                                                                                           87 Statement of Directors’ responsibilities
                                                                                                                                   88 Independent auditor’s report
                                                                                                                                   89 Company balance sheet
                                                                                                                                   90 Notes to the Company
                                                                                                                                      financial statements
                                                                                                                                   94 Group five-year financial review
                                                                                                                                   94 Group summary balance sheet
                                                                                                                                   95 Financial calendar
* Adjusted profit before tax and EPS is stated prior to amortisation of acquired intangibles and exceptional items.                96 Corporate information
  Adjusted operating profit is also stated after charging finance costs on CSF.
# Source: Gartner.
^ Ongoing revenues exclude revenues from the disposed Trade Distribution business.
                                                                                                                         Computacenter plc Annual Report and Accounts 2010 1
Group overview
A European business
transacting across the world




Region                                                % of Group revenue   Financial highlights


United Kingdom
                                                      47%                  Revenue

                                                                           £1,265.4m
                                                                           Adjusted* operating profit

                                                                           £43.3m
Germany
                                                      38%                  Revenue

                                                                           £1,005.8m
                                                                           Adjusted* operating profit

                                                                           £20.5m
France
                                                      13%                  Revenue

                                                                           £359.6m
                                                                           Operating profit

                                                                           +£1.0m
Benelux
                                                      2%                   Revenue

                                                                           £45.6m
                                                                           Operating loss

                                                                           -£0.4m
2 Computacenter plc Annual Report and Accounts 2010
4
                                3




                                                             1



                          2                                                              6


                                                                                                                    1

                                                                     5


Group revenue by region                                                                                                          Group revenue by business type
1. United Kingdom                             47%                                                                                1. Workplace                           23%
2. Germany                                    38%                                                                                   Desktop, laptop, monitor,
3. France                                     13%                                                                                   printers, peripherals and consumables.
4. Benelux                                     2%                                                                                2. Datacenter & Networking             29%




                                                                                                                                                                                                     Overview
                                                                 4                                                                  Intel and Unix servers, storage,
                                                                                                                                    networking and security.
                                                                                                                                 3. Software product                    13%
                                                                                                                    2            4. Professional services                 8%
                                                                                                                                    Professional services delivered
                                                                             3                                                      by Computacenter.
                                                                                                                                 5. Support and managed services 22%
                                                                                                                                    Support and managed services
                                                                                                                                    delivered by Computacenter.
                                                                                                                                 6. Third party services                  5%
                                                                                                                                    Third party resold services.




                                                                                                                                                                                                     Business review
2010 highlights                                                  Contract wins                                                   Revenue by business types

•	 Revenues, excluding trade distribution, improved              •	 Extended existing desktop managed services                                    6                   1. Workplace             21%
   by 10.8 per cent in 2010, to £1.27 billion                       agreements with AEGON and OB10                                                        1           2. Datacenter &
   (2009: £1.14 billion)                                         •	 Signed a five-year contract with Waitrose providing           5                                      Networking            29%
•	 Adjusted* operating profit in the UK increased by                hardware support to 269 stores, covering electronic point                                         3. Software product      15%
   14.5 per cent to £43.3 million (2009: £37.8 million)             of sale equipment, back office IT and network devices         4                                   4. Professional services 8%
•	 Services revenue grew by 13.9 per cent to £380.5              •	 £10 million infrastructure management outsourcing                                         2       5. Support and managed
   million (2009: £334.0 million) – services revenues               contract agreed with Gatwick Airport; scope includes                  3                              services              23%
   for the total UK market declined by 0.1% in 2010**               managing two datacenters at the airport, along with                                               6. Third party services   4%
•	 RDC revenues increased by 30.3% to £38.2 million                 26 critical IT node rooms
   (2009: £29.3 million); profits grew by 30.9 per cent          •	 A large global financial institution selected
                                                                    Computacenter as the sole supplier of cabling
                                                                    installation services to its new EMEA locations

•	 Adjusted* operating profit for the year grew by               •	 Signed a three-year €9 million framework agreement                        6                       1. Workplace             17%
                                                                                                                                                          1
   8.8 per cent to €23.9 million (2009: €22.0 million)              with Dataport for the supply and deployment of Cisco                                              2. Datacenter &
•	 Revenue increased by 12.2 per cent to €1,173.1 million           datacenter hardware and related services, consultation       5                                       Networking            34%
   (2009: €1,045.1 million) and by 6.2 per cent, excluding          work and maintenance                                                                              3. Software product       9%
   the becom business acquired in 2009                           •	 Volkswagen commissioned Computacenter Germany                                                     4. Professional services 7%
•	 Services contract base grew by 8.7 per cent to                   to implement its Windows 7/Office 2010 strategy                   4                       2       5. Support and managed
   €290.0 million (2009: €266.8 million) materially              •	 Union IT Services GmbH renewed an existing                                3                          services              26%
   outperforming the German market**                                outsourcing contract until 2017                                                                   6. Third party services   7%




                                                                                                                                                                                                     Governance
•	 The integrated becom business has started to
   deliver real value, especially within the datacenter
   product business


•	 Operating profit of €1.2 million (2009: operating loss        •	 The French Army, an existing customer, awarded                                6                   1. Workplace             43%
                                                                                                                                          5
   €3.1 million), flattered by €1.0 million compared to             us its comprehensive hardware supply contract                                                     2. Datacenter &
   2009, by a change in classification of certain French         •	 Product supply contract win for the virtualised               4                                      Networking            17%
   tax expenses                                                     workplace environment of Europ Assistance                                                     1   3. Software product      19%
•	 Strong revenue growth, materially outperforming the           •	 Four-year product supply contract with SAE, the               3                                   4. Professional services 6%
   French market**, reported revenue increasing by                  Government Purchasing Agency, led by the Minister                                                 5. Support and managed
   16.9 per cent to €419.4 million (2009: €358.7 million)           of Finance                                                                    2                      services              11%
•	 Product revenue grew by 19.7 per cent; services               •	 Agreed a three-year global software licensing contract                                            6. Third party services   4%
   revenue grew at 4.6 per cent                                     with EDF
•	 Proposed acquisition of Top Info, subject to approval
   by the French Competition Authority, is anticipated to
   deliver further revenue enhancement in 2011
                                                                                                                                                                                                     Financial statements




•	 Adjusted operating loss of €0.46 million in 2010              •	 Awarded a €10.2 million datacenter project by a                               6                   1. Workplace             28%
   (2009: loss of €0.85 million)                                    wireless technology provider; as well as a licensing              5                       1       2. Datacenter &
•	 Significantly increased revenue, up by 81 per cent               contract with a market leader in the field of local search                                           Networking            34%
   to €53.2 million (2009: €29.4 million)                           and advertising – valued at circa €1.2 million               4                                    3. Software product      10%
•	 Integrated the Luxembourg team structure into the             •	 VOIP project, worth €0.14 million, for the Red Cross                                              4. Professional services 5%
                                                                                                                                  3
   German organisation, effective from 1 January 2011               Flanders, and a €0.12 million MS System Center                                                    5. Support and managed
                                                                    project for De Lijn, a regional public transport provider                         2                  services              19%
                                                                 •	 A datacenter technology related contract, for storage                                             6. Third party services   4%
                                                                    implementation, valued at €0.23 million, awarded by
                                                                    Pentair Europe – a leading provider of water solutions
                                                                    and related technical products


* Adjusted operating profit is stated prior to amortisation of acquired intangibles, exceptional items and finance costs on CSF.
**Based on Gartner figures.                                                                                                  Computacenter plc Annual Report and Accounts 2010 3
Chairman’s statement
In 2011, we will continue to invest in our infrastructure, our talents and skills,
as well as enhancing our customers’ experience.




2010 was another year of strong                       designed to create long-term competitive
progress for our Company. Adjusted*                   advantage. The services contract base upon
profit before tax once more grew by                   which these improvements operate grew by
more than 20 per cent. It is worth noting             more than seven per cent in 2010 and the
that Computacenter has delivered                      benefits will increase as time passes. We
greater than 20 per cent compound                     will continue our relentless focus on cost
annual growth in earnings per share                   and expense management while supporting
over the last four years. We gained                   these significant investments.
market share and grew our services
revenues by 6.5 per cent. The German                  This year marks the 30th anniversary of the
business showed great resilience in                   founding of Computacenter. Since then
recovering from a poor first quarter,                 the Company has grown considerably
and our French business became                        in size and this evolution has required
profitable again. We are pleased with                 Computacenter to adapt to the ever
this performance, not least because it                changing legislative environment. We have
came as a result of the execution of our              in place a governance framework, aligned
strategy, rather than simply as a result              to the principles of the UK Corporate
of an improving economic backdrop.                    Governance Code, not simply because
                                                      we must do so, but rather because it is the
If 2009 was about cost and expense                    right thing to do. In this regard, I draw your
reduction and simplifying our structure,              attention to pages 30 to 34 of this report
then 2010 showed disciplined sales and                and give you my commitment to uphold
service delivery. Pleasing as it was, this only       the merits of the Code, as it applies to
confirms that we have the opportunity to do           Computacenter.
much more in growing share in our chosen
markets and improving our profitability in a          I thank all of our employees for their efforts
sustainable way.                                      and our customers for their business.
                                                      We have much to do in 2011, on our journey
In 2011 we will continue to invest in our             of continuous improvement, to achieve
infrastructure, our talents and skills as well        our potential.
as enhancing our customers’ experience.
We are on course to successfully implement
a single Group-wide ERP system, the
major benefits of which will not manifest
themselves until 2012 and beyond. Our
efforts to ‘industrialise’ our services are
already showing margin improvement                    Greg Lock
and better customer satisfaction and are              Chairman                                         *Adjusted profit before tax and EPS is stated prior to
                                                                                                        amortisation of acquired intangibles and exceptional items.
4 Computacenter plc Annual Report and Accounts 2010
Operating review
Computacenter has again delivered a strong profit performance in 2010.
This leaves us confident that Computacenter continues to meet the IT
investment needs of our customers and is evidence that our customers
rely on Computacenter to help them in reducing their operating costs,
over the longer term.




                                                                                                                                                      Overview
                                                                                                                                                      Business review
Computacenter has again delivered              Group services revenue, as reported,
a strong profit performance in 2010.           increased by 6.5 per cent and 8.7 per cent
Group adjusted* profit before tax grew         in constant currency. Different to the product
by 21.8 per cent to £66.1 million (2009:       revenue growth, the services revenue
£54.2 million). The Group’s adjusted*          growth was achieved, as expected, largely
diluted earnings per share (‘EPS’)             during the second half of 2010. Particularly
grew by 19.1 per cent to 33.0 pence            pleasing, as this is fundamental to the long-
(2009: 27.7 pence), primarily due to           term success of Computacenter, is that the
this increase in profitability. We have        annual services contract base at December
delivered in excess of 20 per cent             2010, has increased by 7.1 per cent on the
compound annual EPS growth over                services contract base level at December



                                                                                                                                                      Governance
the last four years.                           2009 and 9.3 per cent in constant currency.
                                               This leaves us confident that Computacenter
On a statutory basis, taking into account      continues to meet the IT investment needs
amortisation of acquired intangibles and       of our customers and is evidence that our
exceptional items, Group profit before tax     customers rely on Computacenter to help
increased by 35.1 per cent to £65.4 million    them in reducing their operating costs, over
(2009: £48.4 million) and diluted EPS          the longer term. The Group annual services
increased by 30.9 per cent to 32.6 pence       contract base stood at £539.4 million at the
(2009: 24.9 pence).                            end of the year (2009: £503.6 million).
Group revenue, as reported, increased          In 2009, we reduced operating expenses
in 2010 by 6.9 per cent to £2.68 billion       (‘SG&A’) by over £30 million in constant
(2009: £2.50 billion). After the significant   currency and the increase gained in
product revenue decline experienced in         operational leverage has in no small way
2009, during 2010 customers embarked on        contributed to these encouraging results.
refreshing, upgrading and improving their
                                                                                                                                                      Financial statements




                                               Furthermore, the early indication of improving
IT infrastructures. This resulted in strong    corporate capital expenditure, first detected
Group product revenue growth of 12.5 per       some 12 months ago, has persisted, to
cent or 14.7 per cent in constant currency,    the extent that we have now gained a high
excluding the effect of the CCD disposal       level of confidence that Computacenter’s
towards the end of 2009, but including the     progress is sustainable and not of a
acquisitions made late in 2009. This growth    short-term nature. The Group incurred no
was achieved steadily over the year as         exceptional costs during 2010 and this
a whole and we also believe that, subject to   should, in all likelihood, continue until the
performance of the overall macroeconomic       ERP benefits start being realised.
conditions, growth should continue
during 2011.
                                                                                                Computacenter plc Annual Report and Accounts 2010 5
Operating review continued


Our balance sheet has further strengthened            Over the last two years, we have done much
considerably. At the end of the year, net             to identify those Computacenter offerings,
cash prior to Customer Specific Financing             where we have competitive advantage
(‘CSF’) was £139.4 million (2009: net cash of         and for which there is market appetite. We
£86.4 million). Including CSF, net funds were         believe that this is where our future success
£111.0 million (2009: £37.3 million). This            lies and our focus is on repeating delivery of
material improvement in our cash position             these offerings, in an efficient and high quality
was primarily due to increased profitability          manner. We are investing into tools and
and prudent working capital management,               processes, which support repetitive delivery
which we believe is largely sustainable.              of these services, whilst ensuring efficiency
However, the figures are flattered by                 and quality.
approximately £38 million (2009: £30 million)
with the continuation of extended credit              As the infrastructure demands of our
terms from one of our major vendors, which            customers grow, so their appetite for
have been made available to all of their              increased efficiency solutions has also
business partners. These terms could return           grown. This has been the driving force
to normal in the second half of 2011.                 behind the notable interest in cloud related
                                                      services. Computacenter has responded
The Board has decided to recommend a                  with the recent launch of C3Mail, the first in
final dividend of 9.7 pence, bringing the             a suite of cloud-based offerings.
total dividend paid for 2010 to 13.2 pence,
representing a 20 per cent increase on the            We maintained good progress in preparing
2009 total dividend paid of 11.0 pence. The           for our Group ERP implementation. During
increase in dividend is broadly consistent            the first week of February 2011, the Release
with our stated policy of maintaining                 1 migration onto the new platform in
dividend cover within our target range of             Germany was delivered, without material
2 to 2.5 times. Subject to the approval by            disruption. However, the remainder of 2011
shareholders at the Annual General Meeting            will be important, as migration of the UK
(‘AGM’) on 13 May 2011, the proposed                  system is scheduled to follow during the
dividend will be paid on 10 June 2011                 third quarter. The Release 1 migration has
to shareholders on the register as at                 significantly reduced implementation risk,
13 May 2011.                                          as the lessons we have learnt will assist
                                                      during the subsequent migrations. As our
Our offerings continue to gain momentum               people become familiar with the system,
in the market, as customers choose                    the benefits related to a single Group-wide
to outsource IT infrastructure support                system will start to materialise. Due to the
selectively, rather than opting for a                 commencement of the ERP depreciation,
comprehensive IT outsourcing contract or              we will incur an incremental charge of
undertaking the work in-house. Service desk           £3 million in 2011.
offshoring remains an attractive offering and
we continue to invest in the expansion of this        We did not make any acquisitions during
resource. We currently employ in excess of            2010, but on 15 February 2011, we
750 staff, outside of the UK, Germany and             announced that our French business had
France, primarily within our multi-language           agreed to acquire Top Info, subject to the
service desk in Barcelona and for an English          approval of the French Competition Board.
speaking desk in Cape Town. These facilities          Top Info will be acquired for an initial debt
are making significant contributions towards          free cash consideration of €21 million, with
fuelling the growth in contractual services,          a further €1 million payable, subject to
through addressing the increased demand               the financial performance of the Top Info
from customers for global and multi-lingual           business in the period to end December
service delivery.                                     2011. A further circa €15 million will be paid
                                                      on the closing date, for the cash on Top
                                                      Info’s balance sheet at that time. We believe
                                                      that Top Info’s attractive customer portfolio in
                                                      France will provide our French business with
                                                      new opportunities to deploy its services and
                                                      infrastructure solutions further, whilst at the
                                                      same time, strengthening its presence within
                                                      the IT infrastructure supply market to large
                                                      French corporations and the Government.




6 Computacenter plc Annual Report and Accounts 2010
Increase
                                                          competitive
                                                          advantage




                                                                                                                       Overview
Provisioning
in days rather                    Better
than weeks                        communication




 Computacenter helps Morrisons




                                                                                                                       Business review
 increase competitive advantage
 with optimised IT
                               Customer challenge
  “Computacenter helps us      To retain its position as the UK’s fourth largest retailer, Morrisons
   optimise our IT systems     must ensure its 439 stores, 15 distribution sites and 16
   and services so we can      warehouses are supported by highly available IT systems. In
   respond more effectively    particular, the retailer’s 131,000 employees need continuous
   to demand from our
   customers. With its
                               access to the Internet, email and other desktop-based services.
   industrialised processes    The retailer also needs to ensure store shelves remain well
   and broad skills base, it   stocked by enabling rapid product picking at its warehouses.

                                                                                                                       Governance
   has also helped us make     Computacenter solution
   financial savings.”
                               We have helped Morrisons transform its IT infrastructure,
   Gary Barr,                  resulting in reduced cost and complexity. From designing
   IT Director,                a new email platform and implementing a virtual desktop
   Morrisons Plc               environment to deploying mini datacenters to support a new
                               warehouse solution, Computacenter has assisted with a wide
                               range of IT projects. We also provide ‘cradle to grave’ desktop
                               services, including procurement, configuration, maintenance
                               and disposal.
                                                                                                                       Financial statements




                               Results
                               Morrisons’ staff now have faster and more reliable access to
                               the technologies they need. For example, new desktops can
                               now be provisioned in five days instead of four weeks. This,
                               along with improved email availability, has increased staff
                               productivity resulting in greater competitive advantage. The
                               retailer has also been able to reduce desktop support costs
                               and power consumption.
                                                                 Computacenter plc Annual Report and Accounts 2010 7
Operating review continued




Helping Severn Trent Water to cut
costs and boost efficiency with flexible
working initiative
                                                      Customer challenge
 “The IT transformation
                                                      Severn Trent Water has embarked on a ground-breaking IT
  has enabled a step
  change in our working                               project that will enable it to adopt flexible working practices –
  practices. By embracing                             increasing staff productivity and reducing costs. The project is
  new technologies we can                             part of the company’s business transformation programme,
  also improve the quality                            which is designed to turn it into the best water company in
  and delivery of customer                            the UK, with the lowest charges, highest standards and
  services, which supports                            great people.
  the company’s goal of
  highest standards, lowest                           Computacenter solution
  charges and great people                            The IT transformation extends from the datacenter to the
   – in other words ‘being                            desktop and includes new solutions for back-up, security,
  the best’.”                                         storage, networking and IT management, as well as Microsoft
                                                      Windows 7. The new operating system will support a Citrix
  Myron Hrycyk,
  Chief Information Officer,                          virtual desktop infrastructure that will enable Severn Trent
  Severn Trent Water                                  Water to support home working and desk-sharing – this is
                                                      crucial as the company’s new office and wider accommodation
                                                      programme is designed around a mobile workforce.
                                                      Results
                                                      By standardising, consolidating and virtualising its infrastructure,
                                                      Severn Trent will be able to reduce the total cost of ownership
                                                      of IT and create a more predictable expenditure profile. It will
                                                      also be able to provide a better user experience by equipping
                                                      staff with the latest productivity tools and ensuring reliable
                                                      access to critical applications, such as the company’s recently
                                                      implemented SAP Enterprise Resource Planning system.




                                                                                            Enable mobility

                     Predictable
                     expenditure




8 Computacenter plc Annual Report and Accounts 2010
UK                                                  Together with growing the contract base,
                                                                                 our focus on retaining and ideally, expanding
                             Revenue                                             our activities with existing customers, is
                                                                                 also delivering success. For example, we

                             £1,265.4m                                           extended our desktop managed services
                                                                                 agreement with AEGON – to whom we’ve
                                                                                 been providing IT support for over 10 years,
                             Adjusted* operating profit                          with a continued end-to-end infrastructure


                             £43.3m
                                                                                 outsource worth over £12 million for a further
                                                                                 five years until October 2015. We have also
                                                                                 renewed our relationship with OB10, the
                                                                                 global e-Invoicing company, for a further
                             Excluding the effect of the exit of trade
                                                                                 five years. The scope of this contract,
                             distribution in 2009, UK revenues improved
                                                                                 worth £6 million, has been expanded to
                             by 10.8 per cent in 2010, to £1.27 billion
                                                                                 incorporate our multi-site datacenter offering.
                             (2009: £1.14 billion). This increase was
                             delivered by healthy revenue growth in both         We were also successful in winning a number
                             the product and services businesses and             of new services contracts. We signed a




                                                                                                                                     Overview
                             was largely attributable to the continuing          new five-year, £10 million infrastructure
                             and increasing capital expenditure of our           management outsourcing contract with
                             customers. The rate of this increase in             Gatwick Airport. The scope of work includes
                             revenue was broadly consistent over the             managing two datacenters at the airport,
                             year, without a significant revenue spike in        along with 26 critical IT node rooms.
                             the fourth quarter and no obvious increased
                             demand driven by the VAT rate change, but           The infrastructure will be monitored and
                             certainty in this regard is impossible.             managed initially, from our facility in Hatfield
                                                                                 and in the future, from Cape Town, with an
                                                                                 onsite support presence at the airport. The
Computacenter UK’s services revenue grew by                                      airport operator will have access to scalable
                                                                                 and agile support models, as well as our
13.9 per cent to £380.5 million (2009: £334.0 million).                          offshore capability and in the future, access
                                                                                 to ‘utility’ based computer provisioning.
                                                                                 Waitrose, the leading high street retailer,




                                                                                                                                     Business review
                             Adjusted* operating profit in the UK
                             increased by 14.5 per cent to £43.3                 awarded us a five-year support contract.
                             million (2009: £37.8 million). This profit          Under the agreement, Computacenter will
                             growth flowed from the strong increase in           provide hardware support to 269 stores,
                             revenues, as well as some services margin           covering electronic point of sale equipment,
                             improvement. We also continue to enjoy              as well as back office IT and network
                             leverage from the cost savings made                 devices. The service will ensure availability
                             in 2009.                                            of critical devices and also deliver increased
                                                                                 efficiency for Waitrose.
                             SG&A in 2010 increased by £3.0 million,
                             from the significantly reduced base in 2009.        RDC, our subsidiary which provides its
                             This increase was largely due to investment         customers with secure and environmentally
                             into our Services capability, aimed at              appropriate solutions to their end-of-life
                             improving our delivery and as would be              IT equipment, once again delivered
                             expected, higher commissions were also              exceptional performance, with overall
                             earned by our sales teams during the year.          revenue up by 30.3 per cent to nearly
                                                                                 £38.2 million (2009: £29.3 million), while
                             Computacenter UK’s services revenue grew            profits grew by 30.9 per cent.
Better user                  by 13.9 per cent to £380.5 million (2009:
                                                                                 To an increasing extent, IT infrastructure
                             £334.0 million), whereas services revenues
experience                   for the total UK market declined by 0.1             refreshes require physical cabling solutions,
                                                                                 prior and during projects. This is evidenced


                                                                                                                                     Governance
                             per cent in 2010, according to Gartner
                             figures. Revenue performance in contractual         by the 73 per cent increase in contribution
                             services was encouraging, as anticipated,           of our cabling business on the previous
                             accelerating towards the end of the year            year. A large global financial institution is
                             as new contract wins became active.                 due to relocate a large number of its current
                             Particularly pleasing was the increase in the       premises across Europe, the Middle East
                             contractual services base, as it serves as an       and Africa (‘EMEA’) and Computacenter’s
                             encouraging lead indicator for this business’       cabling team has been selected as the sole
                             revenue into 2011 and beyond. A clear               supplier of cabling installation services to all
                             indication of the return of capital expenditure     the new EMEA locations.
                             into the market can, in part, be seen in            Throughout 2010, Computacenter UK has
                             the strong revenue growth achieved in the           continued to win and deliver more critical
                             Professional Services Business.                     contracts, enabling our customers to operate
                                                                                 a resilient infrastructure and to reduce their
                                                                                                                                     Financial statements




                                                                                 operating costs. These contracts increase
                                                                                 the opportunity of retaining such customers
                                                                                 over the longer term.




                                                                               Computacenter plc Annual Report and Accounts 2010 9
Operating review continued



Germany                                            Union IT Services GmbH, as the IT services
                                                   provider to the financial service company
Revenue                                            Union Investment, a leading real estate
                                                   investment manager in Europe for private

£1,005.8m                                          and institutional investors, renewed the
                                                   outsourcing contract with Computacenter
                                                   Germany, until 2017. This end-to-end
Adjusted* operating profit                         outsourcing contract has been expanded


£20.5m
                                                   to include the implementation and operation
                                                   of a new and flexible IP telecommunication
                                                   centre, as part of its unified communication
                                                   and collaboration solution.
In Germany, overall adjusted* operating
profit for the year, grew by 8.8 per cent to
€23.9 million (2009: €22.0 million). This result   Market confidence improved substantially in the
represents a strong recovery from the slow
start to the year, when adjusted operating         second half of the year, with IT infrastructure
profit declined by 46.7 per cent, compared         investment into both services and products,
to the 2009 first half result.
                                                   accelerating towards the end of the year, with
2010 can be viewed as a year of two halves.
The expiry of some larger contracts at the         a particularly strong revenue performance in
end of 2009, as well as general hesitancy          December 2010.
in the market for capital expenditure,
resulted in reduced services revenue in
                                                   The integrated becom business has started
the first half of 2010, although there were
                                                   to deliver real value to Computacenter
early signs of recovery towards the end of
                                                   Germany’s overall business, especially within
this period. Market confidence improved
                                                   the datacenter product business, which
substantially in the second half of the year,
                                                   has seen much healthier activity than last
with IT infrastructure investment into both
                                                   year. Additionally, a close relationship with
services and products accelerating towards
                                                   Microsoft has contributed to Computacenter
the end of the year, with a particularly strong
                                                   Germany’s recent certification as a Microsoft
revenue performance in December 2010.
                                                   Voice Specialist, in addition to the existing
For the year as a whole, in local currency
                                                   certification as a Cisco Master Unified
and including the acquired becom business,
                                                   Communication Specialist.
revenue increased by 12.2 per cent to
€1,173.1 million (2009: €1,045.1 million)          It is the first time in Germany that
and by 6.2 per cent, excluding the becom           any provider has been awarded both
business which was acquired in 2009.               certifications and our response to current
                                                   market requirements for multi-vendor
Our services contract base grew by 8.7 per
                                                   communication solutions has been materially
cent to €290.0 million (2009: €266.8 million).
                                                   enhanced. Our overall relationship with
Both new and existing customers invested
                                                   Cisco continues to grow, culminating in the
in high-end products combined with our
                                                   award of ‘Cisco Enterprise Partner of the
service offerings.
                                                   Year-Europe’.
We signed a three-year framework
                                                   Revenue growth in the second half of 2010
agreement, valued at circa €9 million with
                                                   was, in part, derived from our reorganisation
Dataport, for the supply and deployment
                                                   activities in the first six months. The
of Cisco datacenter hardware and related
                                                   managed services delivery structures were
services, including consultation work and
                                                   integrated into a new Managed Service
maintenance provision.
                                                   Factory and the product and services
Intelligent workplace and communication            portfolios were merged. These changes
solutions also combine our product and             enabled Computacenter Germany to
service offerings. Volkswagen commissioned         maximise its opportunities on the economic
Computacenter Germany to implement                 rebound and even grow in excess of the
the car manufacturer’s Windows 7/Office            German market in 2010.
2010 strategy. The overall project lays the
                                                   We are pleased with our overall performance
foundation for the future workplaces at the
                                                   for the year, especially as many of our senior
Volkswagen Group, worldwide.
                                                   staff members were focused on the design
                                                   and implementation work for a smooth
                                                   ERP system migration. This was achieved
                                                   in early January 2011, an event which will
                                                   provide lessons for the rest of the Group’s
                                                   future migrations.




10 Computacenter plc Annual Report and Accounts 2010
Greater
                                                                       staff
                                                                       productivity




                                                                                                                      Overview
           Supporting
           future growth




Computacenter cabling solution boosts
productivity and agility for IKEA




                                                                                                                      Business review
                                Customer challenge
“The cabling project had to     To provide an exceptional retail experience at its 301 stores,
 be carried out on a busy
                                IKEA needs to ensure its 123,000 employees have continuous
 building site that was not
 yet wind or rainproof, where   access to business-critical systems and information. To
 dozens of other contractors    safeguard connectivity, IKEA needed to equip their new head
 were working at the same       office with a robust cabling environment and also equip their
 time. Computacenter still      20,000+ m² flagship store with wireless access points covering
 managed to ensure that our     the complete surface.

                                                                                                                      Governance
 infrastructure was ready in
 time and to specification.”    Computacenter solution
                                We deployed a flexible and cost-effective structured cabling
Ken Struelens,                  environment at IKEA’s new Belgian store and office. Thanks
IT Manager,                     to our extensive cabling experience, we were able to mitigate
IKEA Belgium                    implementation risks and work alongside other contractors
                                to ensure that the installation was completed on time for the
                                store opening.
                                Results
                                IKEA is able to maximise data throughput at its head office and
                                                                                                                      Financial statements




                                new store, contributing to greater staff productivity and higher
                                customer service levels. The cabling infrastructure has been
                                scaled to support future growth in users, IT devices and access
                                points, which increases business agility and facilitates change.
                                A future-proofed and flexible cabling environment will also help
                                IKEA avoid capital expenditure.


                                                               Computacenter plc Annual Report and Accounts 2010 11
Operating review continued




                                                                                                     Reduce carbon
                                                                                                     emissions by
                                                                                                     1,239 tonnes
                       Minimise risk


                                                                      £1.8 million
                                                                      Cost savings




BAA makes cost savings
of more than £1.8 million with
agile virtualised datacenter
                                                   Customer challenge
 “By virtualising our
                                                   As part of its efforts to reduce operational expenditure, BAA
  production systems we
  have been able to make a                         is currently undergoing an IT simplification programme. The
  significant contribution to                      sale of Gatwick Airport highlighted the need for a more flexible
  the company’s strategic                          IT infrastructure, BAA decided to virtualise its production
  goals for IT simplification                      datacenters to meet both its agility and cost reduction
  and cost reduction while                         goals. With all the airport operator’s key services reliant upon
  achieving greater business                       datacenter availability, it was crucial that BAA could minimise
  agility and IT performance,                      the risks associated with the project.
  which is critical to the
  running of BAA’s airports.”                      Computacenter solution
                                                   BAA partnered with Computacenter to design, plan and
  Terry Fusco,                                     implement a new virtual datacenter (‘VDC’) based on HP and
  Head of IT,
                                                   VMware technologies. Computacenter assisted at every stage
  Heathrow, BAA
                                                   of the project – from evaluating BAA’s existing datacenter
                                                   environment and the best workloads to migrate to the virtual
                                                   devices to testing and integration. The VDC includes in-built
                                                   disaster recovery capabilities as well as network virtualisation
                                                   to maximise uptime and flexibility.
                                                   Results
                                                   The VDC has enabled BAA to reduce its production environment
                                                   by 246 servers, with spare capacity to support future growth.
                                                   This has contributed to cost savings of £1.8 million. The new
                                                   infrastructure will also reduce carbon emissions by 1,239 tonnes
                                                   a year, minimise risk and enable greater business agility.

12 Computacenter plc Annual Report and Accounts 2010
France                                              Towards the end of 2010, we won a four-
                                                                                year product supply contract with SAE,
                            Revenue                                             the Government Purchasing Agency led
                                                                                by the Minister of Finance. EDF, a major

                            £359.6m                                             energy utilities company, has also awarded
                                                                                Computacenter France a three-year
                                                                                global software licensing contract with
                            Operating profit                                    two extension options of one year each.


                            +£1.0m                                              Our services business in 2010 grew at
                                                                                a slower rate than in 2009. However,
                                                                                while no significant existing contracts
                            Computacenter France delivered an                   were lost during 2010, we experienced
                            operating profit of €1.2 million (2009:             a natural erosion of revenue from older
                            operating loss €3.1 million), flattered to the      maintenance contracts and new wins had
                            extent of €1.0 million, when compared to            not yet started contributing revenue. This
                            2009, by a change in classification of certain      resulted in a margin decline of 0.1 per cent
                            French tax expenses, from administration            in local currency, in contractual services.




                                                                                                                                    Overview
                            expenses in 2009, to income tax expense             Encouraging though was the 15.3 per cent
                            in 2010.                                            growth in professional services revenue,
                                                                                which should be a natural consequence of
                            We achieved strong revenue growth,
                                                                                strong product revenue growth, but which
                            materially outperforming the French market,
                                                                                has not previously been realised in France,
                            with reported revenue increasing by 16.9 per
                                                                                to this extent.
                            cent to €419.4 million (2009: €358.7 million).
                            Although both services and product revenue          SG&A expenses were held flat through
                            growth outperformed their respective                effective controls and external costs were
                            markets, product revenue grew by an                 reduced sufficiently, to allow for investment in
                            impressive 19.7 per cent, whilst services           enhancing and up-skilling our salesforce. We
                            revenue growth was lower, at 4.6 per cent.          rolled out an opportunity management tool
                            Services now represent 16.5 per cent (2009:         to enhance potential customer engagement
                            18.4 per cent) of the total business.               across the Company and we created a sales
                                                                                specialist team to provide technical support




                                                                                                                                    Business review
                                                                                to the salesforce.
We achieved strong revenue growth, materially                                   Additionally, we comprehensively reviewed
outperforming the French market, with reported                                  the salesforce incentivisation mechanisms,
revenue increasing by 16.9 per cent to €419.4 million                           resulting in changes to individual targets
                                                                                and other incentive structures. Whilst this
(2009: €358.7 million).                                                         investment was aimed at sales acceleration
                                                                                into 2011 and beyond, there have been
                            Product growth resulted mainly from                 clear signs of early successes, making us
                            increased higher-end enterprise and                 confident of further organic growth and
                            software sales. Enterprise revenue growth           profitability in 2011. In addition, the proposed
                            in the year, by 53 per cent, was partly due         acquisition of Top Info, subject to approval
                            to the success in up-scaling our enterprise         by the French Competition Authority,
                            service offerings. The French Army, an              is anticipated to deliver further revenue
                            existing customer, additionally awarded us          enhancement in 2011.
                            a comprehensive hardware supply contract
                            to support their storage consolidation and
                            virtualisation project, from conception to
                            roll-out and training, which supply is due
                            to continue through 2011. There was
                            further evidence of encouraging growth


                                                                                                                                    Governance
                            in enterprise sales in the product supply
                            contract win for the virtualised workplace
                            environment of Europ Assistance, a major
                            international provider of insurance and
                            assurance services.
                                                                                                                                    Financial statements




                                                                             Computacenter plc Annual Report and Accounts 2010 13
Operating review continued



Benelux                                                In recognising the business needs of
                                                       our local customers, we integrated our
Revenue                                                Luxembourg team structure into the German
                                                       organisation, effective from 1 January 2011.

£45.6m                                                 Going forward, performance of the Belgium
                                                       and Netherlands based businesses will be
                                                       reported separately from the Luxembourg
Operating loss                                         business, the latter which will be reported as


-£0.4m
                                                       part of the German business performance.

                                                       Outlook statement
The Benelux operation showed an adjusted               We believe that 2011, as a whole, will
operating loss of €0.46 million in 2010                be a year of continuing improvement
(2009: loss of €0.85 million), resulting from          for Computacenter’s performance. As we
an operating profit for Belgium and the                state every year, it is always a challenge
Netherlands of €0.49 million (2009: loss               drawing any meaningful conclusions
of €0.45 million) and an operating loss for            about the new financial year until we have
Luxembourg of € 0.95 million (2009: loss               completed at least the first quarter. This year,
of €0.39 million).                                     drawing conclusions from comparisons with
The business in Belgium and the                        prior first quarter results, will be particularly
Netherlands delivered significantly increased          difficult. In the first quarter of 2010 in the
revenue, up by 90.8 per cent to €49.6                  UK, we had very buoyant market conditions
million (2009: €26.0 million), largely derived         and a large one-off contract, which flattered
through product sales. However, a material             revenue to a greater extent, than profit. This
proportion of this revenue was derived from            is a marked contrast to Germany, where the
a single, one-off sale. Services revenues              comparison is materially easier, due to their
increased by 3.3 per cent to €9.6 million              challenging start to 2010.
(2009: €9.3 million) and our managed
services business maintained a stable long-            We believe that 2011, as a whole, will be
term contract base.                                    a year of continuing improvement for
This business has strengthened its                     Computacenter’s performance.
competitive position by combining its local
presence with international shared services
facilities for licensing, service desk and             Looking further ahead, we believe there
datacenter activities. This has allowed the            are a number of growth drivers which
business to compete for and win, major                 Computacenter will be able to take
product and licensing contracts, as is                 advantage of. End user demand for new
evidenced by a €10.2 million datacenter                technology is driving the requirement for
project to a high profile wireless technology          investment in corporate IT infrastructure,
provider, as well as a licensing contract with         helped by economic improvement within
a market leader in the field of local search           our customers’ markets. Our services
and advertising, valued at circa €1.2 million.         marketplace continues to grow, albeit at
                                                       a modest pace, but we feel increasingly
Continued investment into our Professional             confident about our ability to continue to
Services offering enabled some project                 outperform the market. This reflects our
contract wins in the fields of unified                 customers’ desire not to outsource to a
IP communications; for example, a                      single supplier, but to ‘smart source’ best of
€0.14 million VOIP project for the Red                 breed suppliers, playing to Computacenter’s
Cross Flanders, as well as in Microsoft                strengths. We believe that these growth
technologies, as evidenced by a €0.12                  drivers, coupled with the opportunity to
million MS System Center project for De                further reduce our operating cost over time
Lijn, a regional public transport provider.            due to our investment in systems, will enable
Additionally, a datacenter technology related          Computacenter to continue our earnings
contract, for storage implementation, with             momentum.
a value of €0.23 million was awarded by
Pentair Europe, a leading provider of water
solutions and related technical products.
In Luxembourg, a restructuring project, at a
cost to the profit and loss account of circa
€0.48 million, was undertaken to reduce
the future cost base significantly and to              Mike Norris
enhance focus on growing the long-term                 Chief Executive
managed services contract base. An early
success, in this context, is evident from              *Adjusted profit before tax and EPS is stated prior to
having been awarded a two-year contract,                amortisation of acquired intangibles and exceptional
valued at €0.47 million, by Enovos, a gas               items. Adjusted operating profit is also stated after
and electricity utilities company.                      charging finance costs on CSF.




14 Computacenter plc Annual Report and Accounts 2010
Computacenter helps Best Buy
UK open new stores on time
with repeatable IT solution
                              Customer challenge
“By creating a repeatable




                                                                                                                      Overview
                              Best Buy Europe is a joint venture between The Carphone
 and reliable yet
                              Warehouse and the US-based electronics retailer Best Buy
 customisable approach
 for implementing IT at our   Co. Inc, and is designed to make it easier for consumers to
 new stores, we are able      purchase technology. To meet its growth aspirations, Best
 to respond more quickly      Buy UK needed to launch its first ‘big-box’ stores in a short
 to customer demand           timeframe. Technology is fundamental to successful day-to-day
 and market changes.”         retail operations and must be provisioned to a high standard
                              with transparent costs from the outset.
Trevor Lynch,
Head of IT,                   Computacenter solution
Best Buy UK                   We developed a robust ‘new store in a box’ solution for Best




                                                                                                                      Business review
                              Buy UK, which will ensure a consistent level of IT quality and
                              governance across its retail estate. Computacenter is responsible
                              for provisioning, staging, configuring and installing the store
                              infrastructure, which includes point of sale devices, desktops,
                              printers, cabling, network connections and servers. We are
                              also providing ongoing support under a three-year contract.
                              Results
                              By partnering with Computacenter, Best Buy UK has removed
                              both unnecessary cost and complexity from the launch of new
                              stores. As a result, it was able to guarantee the on-time opening
                              of its first six UK stores in 2010. As well as delivering guaranteed
                              costs, the Computacenter solution also supports continuous
                              improvement.


                                                                                                                      Governance




                                                         ‘Store in
                                                          a box’
                                     Remove
                                                                                                                      Financial statements




                                     unnecessary
                                     cost and
                                     complexity




                                                               Computacenter plc Annual Report and Accounts 2010 15
Market overview
Outperforming the market
Author:
John Simcox, Current Analysis




           -0.1%
           Decline in value
           in total UK IT
           market in 2010

                                                       2010 was a challenging year for many organisations and
                                                       companies delivering technology related products and
                                                       services were not immune from it. Economic recovery, whilst
                          -2.3%                        welcome, was often patchy and the onset of Government
                                                       action – required to address the high levels of annual public
                          Decline in value             sector borrowing built up during the previous few years –
                          in total mainland            dampened commercial and consumer confidence. Despite
                                                       this, the IT Services segment of the marketplace in which
                          Europe IT market             Computacenter operates, saw only a modest overall decline
                          in 2010                      in value, and specifically was almost flat in the UK (0.1 per
                                                       cent decline) and a 2.3 per cent decline for mainland Europe*
                                                       (Germany, France and Benelux).
                                                       The IT industry, as a whole, is in some ways well used to dealing
                                                       with a market that is declining. It is almost taken as a given that the
                                                       technology product you buy today will be superseded in the near
                                                       future by a new version offering more features and more performance

       +13.9%**                                        at a lower price. Against this background, the sector constantly has
                                                       to look at ways to create new opportunities to expand the adoption
       Computacenter UK services                       of technology, in order to grow the overall size of the market. In part,
                                                       the cause of the decline in the cost of technology also creates the
       revenue growth in 2010                          opportunity, as solutions previously thought to be too complex or
                                                       expensive become both possible and affordable.

       +4.3%**                                         For the IT Services sector, the impact of external events resulting in
                                                       an economic downturn is not always negative. Firstly, traditional IT
       Computacenter mainland                          Services contracts are usually for a number of years and therefore,
       Europe services revenue                         the impact of any downturn in the past few years is only really
       growth in 2010                                  seen when these contracts are being renewed or new contracts
                                                       negotiated – and not so much in the revenue derived from existing
                                                       contracts. This does, of course, present the potential for the
                                                       recessionary effect to be felt in the services sector for a number
                                                       of years after the economy returns to growth.




16 Computacenter plc Annual Report and Accounts 2010
However, dealing with and also exiting from an economic downturn          IT industry to provide the necessary services in order to successfully
also presents opportunities. As companies seek to respond to              and securely integrate these new devices into the corporate
the tougher market conditions, which challenge the potential for          environment, in particular ensuring that the user experience
maintaining – let alone growing – revenue, they look at ways of           of the device is retained.
operating more efficiently and reducing costs, so that they can
maintain or even grow profitability. The provision of IT, along with      In 2010, the corporate sector began the wholesale adoption of
changes in the way that IT is used by the business, are often             Microsoft Windows 7; it is to be expected that this will continue
amongst the ways in which companies look to make efficiencies.            to gather pace in 2011, especially as Microsoft encourages
As such, there is the real potential for any reduction in the value       organisations to move away from its older Windows XP and
of contracts to be more than offset by the decision to increase           Windows Vista products. This change in operating system, along
the utilisation of IT within the organisation. Figures from a number      with the availability of Microsoft Office 2010, will act as a catalyst
of research agencies support this with the market seeing a slight         for the refreshing of hardware and other software being used
downturn in 2010, but returning to growth, albeit modest, in 2011.        across the customer base. For many IT service organisations,




                                                                                                                                                            Overview
                                                                          especially those with product related divisions, this presents
                                                                          a further revenue opportunity.
Cloud computing brings to an end
the claim of smaller enterprises that                                     The public sector, regardless of country, has always been a
                                                                          significant part of the IT marketplace. As with the commercial world,
outsourcing is not for them, because                                      2010 was a year in which expenditure by the public sector on IT
they are too small.                                                       came under the microscope, with projects re-examined to determine
                                                                          whether they offered value for money. The change of Government in
One area that is expected to see a lot of attention in 2011 and           the UK made this re-appraisal process more acute than some other
beyond, is cloud computing. Much hyped for a number of years,             European countries, although countries in the Eurozone had their
the market is now starting to see real traction and that can be           own public finance issues to contend with, but the outcome was
expected to grow significantly in the future. The cloud computing         broadly similar: IT expenditure closely reviewed and in some cases,
marketplace is itself very diverse with a variety of options open to      contracts cancelled or renegotiated. As with the private sector, IT in
the customer, whether ‘Public’: enabling customers to access a            the public sector can also be an enabler to drive efficiency and, as
(usually shared) facility provided by the supplier; or ‘Private’ where    such, it is to be expected that in the coming year there will be new
                                                                          opportunities for IT companies to engage with the public sector.




                                                                                                                                                            Business review
the facility is dedicated to one customer and (often) on the
customer’s premises – where it is managed and operated by the             In the UK, there are some specific initiatives that have the potential
chosen supplier. Within the cloud environment, the customer can           to change the supplier landscape for the public sector. There is a
access and use applications on a simple ‘pay as you use’ basis or         stated intention to open up the market to companies other than the
alternatively, obtain the core IT infrastructure upon which to place      few very large IT companies dominating the sector today. To date,
and run bespoke applications.                                             IT projects undertaken by central Government have tended to be
Cloud computing brings to an end the claim of smaller enterprises         of such a scale that only the very largest players have the scale of
that outsourcing is not for them, because they are too small. For         operation to be considered as suppliers. Highly publicised project
many, cloud computing provides a very cost effective and highly           failures have illustrated that even these large companies may not
flexible solution for meeting the changing IT needs of smaller            necessarily provide the answer. Going forward, it is expected that
organisations. The flexibility that the customers crave from adopting     large Government projects will be made more modular in scope and
cloud-based solutions does have an impact on the supplier sector          thus accessible to smaller companies, who often have the innovative
in that the revenue stability that the industry has enjoyed due to        ideas that really make a difference.
the long-term nature of the contracts will not be there, increasing
suppliers’ exposure to economic fluctuations.                             In the UK there are some specific
It would be wrong to imply that the whole market is moving to             initiatives that have the potential to
cloud-based solutions and that the days of companies buying               change the supplier landscape for
hardware, software and the associated implementation and
maintenance services are finished. Organisations, even those              the public sector.

                                                                                                                                                            Governance
who have adopted cloud-based services, will continue to invest
in hardware and software as well. The challenge for the IT industry       The UK Government is also expected to establish its own cloud
is that there continues to be price erosion, especially when it relates   computing environment (often referred to as ’G-Cloud’), in order to
to CPU performance and storage capacity. If therefore, a company          encourage sharing of applications currently used by one department
is to grow (or even simply maintain) its revenues in this area it needs   across other departments – rather than individual departments
to be able to also offer a range of quality product related services.     incurring the cost of developing solutions that have already been
It would also be wrong to suggest that the product related                developed and deployed elsewhere. There is also the potential within
market had become stagnant as a result of the economic issues.            G-Cloud for access to ‘off the shelf’ applications to be made widely
Organisations will continue to refresh their equipment base, as           available to Government employees. Assuming these initiatives come
failure to do so could have serious consequences for the operational      to fruition, it will significantly alter the interaction between Government
efficiency of the business and its ability to capitalise on the latest    and the IT industry.
software availability.                                                    Whilst 2011 will no doubt prove to be a commercially challenging
                                                                          year for all companies, there is real cause to believe that the IT
One area that is seeing significant                                       industry, especially those active in the services sector of the industry,
                                                                                                                                                            Financial statements




interest at present is what could                                         will see significant opportunities to grow their business and offset any
                                                                          declines in the more traditional parts of their organisation. However,
be termed the consumerisation                                             the IT services industry will also need to adapt and embrace new
of corporate IT.                                                          technology itself, in much the same way as it is encouraging its
                                                                          customers to do, in order to better service their customers and
One area that is seeing significant interest at present is what could     grow profitability.
be termed ’the consumerisation of corporate IT’. With the advances
seen in the capabilities of devices such as smartphones and tablet         * Source Gartner figures.
based computing devices, which were primarily developed for the           ** Figures provided in constant currency.
consumer market, increasingly, corporate IT departments are being
required to support and even integrate these devices into the IT
real estate. This again presents a commercial opportunity for the
                                                                                                     Computacenter plc Annual Report and Accounts 2010 17
Finance Director’s review
The net funds (excluding CSF) improved from £86.4 million to £139.4 million
by the end of the year.




Turnover and profitability                                                Adjusted operating profit
In 2010, Computacenter Group delivered a strong turnover and              Statutory operating profit increased from £52.1 million to
profit, across all our main geographies with revenue growth in all        £65.9 million. However, management measure the Group’s operating
business lines. Our 2009 revenues included £84.6 million from the         performance using adjusted operating profit, which is stated prior
trade distribution (‘CCD’) business in the UK, which was disposed         to amortisation of acquired intangibles, exceptional items and the
in 2009. Excluding CCD, turnover increased by 10.7 per cent, with         transfer of internal ERP implementation costs and after charging
product revenues increasing by 12.5 per cent and service revenues         finance costs on customer specific financing (‘CSF’) for which the
increasing by 6.5 per cent.                                               Group receives regular rental income. Gross profit is also adjusted
                                                                          to take account of CSF finance costs. The reconciliation of statutory
This growth was partially achieved due to the impact of the               to adjusted results is further explained in the segmental reporting
acquisitions of becom and Thesaurus, which were both made                 note (note 3) to the financial statements.
in November 2009, offset by a small dilution in growth due to
movements in currency. The like-for-like turnover growth, which           UK
excludes currency fluctuations, the CCD disposal and the impact           UK revenues, excluding the CCD disposal, grew strongly in 2010
of acquisitions, was 10.3 per cent. On this measure, product              by 10.8 per cent overall. Product sales increased by 9.5 per cent
revenue growth was 11.4 per cent, and services growth 7.7 per             and services revenues also increased by 13.9 per cent. Revenue
cent. The turnover growth reflects the strong rebound in corporate        decline in the government sector was more than offset by growth
infrastructure spending in 2010 across UK, Germany and France.            in other sectors, particularly financial services. Adjusted gross profit
                                                                          margin moved from 14.8 per cent to 15.0 per cent with the loss of
Adjusted profit before tax improved by 21.8 per cent from                 low margin CCD revenues replaced by higher revenues on corporate
£54.2 million to £66.1 million, albeit £0.9 million of this improvement   product sales.
is generated from a change in classification of certain French tax
expenses from administration expenses in 2009 to income tax               At a headline level, adjusted operating expenses (‘SG&A’) increased
expense in 2010. Without this classification change, adjusted             by £3.0 million as reported. However, we incurred operating
profit before tax increased by 20.1 per cent.                             expenses of £3.5 million in 2009 in the CCD business. Following
                                                                          the cost reductions realised in 2009, the UK business entered into
After taking account of exceptional items, in 2009, and amortisation      certain targeted SG&A investments to improve efficiency, repeatability
of acquired intangibles, statutory profit before tax increased by         and industrialisation of our service operations function.
35.1 per cent from £48.4 million to £65.4 million.




18 Computacenter plc Annual Report and Accounts 2010
Table 1
 Group revenues £m
                                                                            Half 1                            Half 2                             Total
 2008                                                                     1,250.3                          1,309.8                           2,560.1
 2009                                                                     1,222.2                          1,281.0                           2,503.2
 2010                                                                     1,288.8                          1,387.7                           2,676.5
 2010/09                                                                     5.4%                             8.3%                              6.9%
 Table 2
 Adjusted profit before tax £m
                                                         Half 1                %            Half 2                %             Total               %




                                                                                                                                                            Overview
 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%
 2010                                                     21.2             1.7%             44.9              3.2%              66.1            2.5%
 2010/09                                                16.6%                             24.5%                               21.8%

 Table 3
 Revenues by country £m
                                                                                  2010                                               2009
                                                                            Half 1          Half 2                             Half 1           Half 2
 UK                                                                         651.9          613.5                              624.9            602.0
 Germany                                                                    455.8          550.0                              433.3            497.4
 France                                                                     164.2          195.4                              151.1            168.3
 Benelux                                                                     16.9           28.8                               12.9             13.3




                                                                                                                                                            Business review
 Total                                                                    1,288.8        1,387.7                            1,222.2          1,281.0




Germany                                                                      The operating result turned around from a loss of £2.7 million in 2009
Revenue, as reported, grew in 2010 by 8.1 per cent to £1,005.8               to an operating profit of £1.0 million in 2010. This is a particularly
million (2009: £930.7 million), although approximately £54.3 million         pleasing performance, being the first time our French business has
(or 72.3 per cent) of the growth can be attributed to the acquisition        generated an operating profit since 2001.
of becom Informationsysteme GmbH (‘becom’).
                                                                             Benelux
In local currency, revenue grew by 12.2 per cent, with product and           Reported revenue increased by 74.0 per cent to £45.6 million
services revenues increasing by 16.8 per cent and 4.1 per cent               (2009: £26.2 million), translating to an increase of 80.8 per cent
respectively. The adjusted gross profit percentage for Germany as            in local currency. In local currency, product revenue increased by
a whole decreased from 13.4 per cent to 13.1 per cent of sales,              130.5 per cent whilst service revenue grew more modestly by
due to a higher product revenue mix.                                         6.2 per cent. This is driven by a large product win during 2010
                                                                             in Belgium and the Netherlands, that is not expected to be


                                                                                                                                                            Governance
SG&A increased by £6.2 million to £111.0 million (2009: £104.8               repeated in 2011.
million), albeit excluding the SG&A increase associated with the
acquisition of becom and taking into account the effects of currency,        Our business in Belgium returned to profitability in 2010, reporting an
the like-for-like SG&A growth is 2.6 per cent.                               operating profit of £0.4 million (2009: operating loss of £0.4 million).
                                                                             The business in Luxembourg however, was once again loss-making,
France                                                                       and as a consequence we incurred £0.4 million of redundancy costs
The rebound in revenue was most pronounced in France, with revenue           within an operating loss of £0.8 million (2009: £0.4 million). From
increasing by 12.6 per cent or 16.9 per cent in local currency.              2011, the Luxembourg business will be managed and reported
Product revenue increased by 19.7 per cent in local currency mainly          through our German business and going forward, will form part
due to a relatively buoyant product market and strong growth in              of the German geographical segment.
the enterprise product sector. Following two years of double digit           The operating loss generated in the Benelux segment was therefore
growth, services revenue grew by a more modest 4.6 per cent, with            £0.4 million (2009: £0.8 million).
professional services up 15.3 per cent and managed services down
by 0.1 per cent in local currency.                                           Exceptional items
                                                                                                                                                            Financial statements




                                                                             Following exceptional items of £5.3 million in 2009, no exceptional
Due to the high product sales growth, gross profit percentage                items were recorded during 2010. Further details of the prior year
reduced from 11.7 per cent to 10.5 per cent. This led to an                  exceptional items are provided in note 5 to the financial statements.
overall gross profit increase of £0.4 million, with SG&A down by
£3.3 million. The operating profit is flattered by the change in the         Finance income and costs
basis of the calculation of certain tax payments. In 2010, £0.9 million      Net finance costs on a statutory basis reduced from £3.7 million in
has been charged in income tax expense that in previous periods              2009 to £0.5 million in 2010. This takes account of finance costs
was classified within administration expenses.                               on CSF of £2.1 million (2009: £4.0 million). On an adjusted basis,
                                                                             prior to the interest on CSF, net finance income recovered from
                                                                             £0.3 million in 2009 to £1.6 million in 2010, mainly due to the
                                                                             significant improvement in net funds.


                                                                                                     Computacenter plc Annual Report and Accounts 2010 19
Finance Director’s review continued



 Table 4
 Adjusted operating profit by country £m
                                                                                                                 2010
                                                                                        Half 1               %            Half 2               %
 UK                                                                                      18.1            2.8%              25.2           4.1%
 Germany                                                                                  3.7            0.8%              16.8           3.0%
 France                                                                                  (1.2)          (0.7%)              2.2           1.1%
 Benelux                                                                                 (0.0)          (0.1%)             (0.4)         (1.4%)
 Total                                                                                   20.6            1.6%              43.8           3.2%
                                                                                                              2009
                                                                                        Half 1               %            Half 2               %
 UK                                                                                      12.6            2.0%              25.2            4.2%
 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%




Taxation                                                                 The net funds (excluding CSF) improved from £86.4 million to
The effective adjusted tax rate for 2010 was 23.1 per cent (2009:        £139.4 million by the end of the year. The Group has a history of
22.6 per cent). The Group’s tax rate continues to benefit from losses    strong cash generation. However, the increase in 2010 was unusual,
utilised on earnings in Germany and will benefit from the reducing       given the increase in product revenues, due to a number of factors.
corporation tax rate in the UK.                                          Firstly, following the exit from the CCD business in the UK in late
                                                                         2009, the UK increased the mix of its purchases via distributors,
Deferred tax assets of £11.3 million (2009: £11.4 million) have been     resulting in lower stock holdings and increased creditor payment
recognised in respect of losses carried forward. In addition, at 31      terms. Secondly the Group continued to benefit from the extension
December 2010, there were unused tax losses across the Group of          of a temporary improvement in credit terms with a significant vendor,
£171.2 million (2009: £188.1 million) for which no deferred tax asset    equivalent to £38 million at 31 December 2010, an increase of
has been recognised. Of these losses, £99.4 million (2009: £111.1        approximately £8 million over the course of the year. These terms
million) arise in Germany, albeit a significant proportion have been     will continue until at least 30 June 2011.
generated in statutory entities that no longer have significant levels
of trade. The remaining unrecognised tax losses relate to other loss-    These factors combined to generate a £21.4 million working capital
making overseas subsidiaries.                                            inflow, despite a 7.1 per cent increase in product sales compared to
                                                                         2009. This, together with the post tax earnings in the period of £50.3
Earnings per share and dividend                                          million, improved the cash position, by over £50 million in the year,
The adjusted* diluted earnings per share has increased in line with      despite continued investment in the ERP system, investment in our
profit growth by 19.1 per cent from 27.7 pence in 2009 to 33.0           datacenters and dividends of £17.0 million paid.
pence in 2010. The statutory diluted earnings per share growth of
30.9 per cent takes into account exceptional items reported in 2009.     Whilst the increase in net cash in the year is particularly strong,
                                                                         changes in future periods are more likely to be in line with the
The Board is recommending a final dividend of 9.7 pence                  underlying earnings of the business, except if the improvement
per share, bringing the total dividend for the year to 13.2 pence        in credit terms with a significant vendor is reversed.
(2009: 11.0 pence). This will be payable on 10 June 2011 to
registered shareholders as at 13 May 2011.                               CSF reduced in the year from £49.1 million to £28.4 million, partially
                                                                         due to a decision to restrict this form of financing in the light of the
Cash flow                                                                credit environment and reduced customer demand. Taking CSF into
The Group’s trading net funds position takes account of factor           account, total net cash at the end of the year was £111.0 million,
financing, but excludes CSF. There is an adjusted cash flow              compared to £37.3 million at the start of the year.
statement provided in note 29 that restates the statutory cash flow
to take account of this definition.




20 Computacenter plc Annual Report and Accounts 2010
Customer specific financing                                                  The Group manages its counterparty risk by placing cash on deposit
In certain circumstances, the Group enters into customer contracts           across a panel of reputable banking institutions, with no more than
that are financed by leases or loans. The leases are secured only on         £50.0 million deposited at any one time except for UK Government
the assets that they finance. Whilst the outstanding balance of CSF          backed counterparties where the limit is £70.0 million.
is included within the net funds for statutory reporting purposes,
the Group excludes CSF when managing the net funds of the                    CSF facilities are committed.
business, as this CSF is matched by contracted future receipts               Foreign currency risk
from customers.                                                              The Group operates primarily in the UK, Germany, France, and the
Whilst CSF is repaid through future customer receipts,                       ‘Benelux’ countries, using local borrowings to fund its operations
Computacenter retains the credit risk on these customers and                 outside of the UK, where principal receipts and payments are
ensures that credit risk is only taken on customers with a strong            denominated in Euros. In each country a small proportion of the sales
credit rating.                                                               are made to customers outside those countries. For those countries




                                                                                                                                                           Overview
                                                                             within the Eurozone, the level of non-Euro denominated sales is
The committed CSF financing facilities are thus outside of the normal        very small and if material, the Group’s policy is to eliminate currency
working capital requirements of the Group’s product resale and               exposure through forward currency contracts. For the UK, the vast
service activities.                                                          majority of sales and purchases are denominated in Sterling and
Capital Management                                                           any material trading exposures are eliminated through forward
Details of the Group’s capital management policies are included              currency contracts.
within note 25 of the financial statements.                                  Credit risk
Financial instruments                                                        The Group principally manages credit risk through management of
The Group’s financial instruments comprise borrowings, cash                  customer credit limits. The credit limits are set for each customer
and liquid resources and various items that arise directly from its          based on the creditworthiness of the customer and the anticipated
operations. The Group occasionally enters into hedging transactions,         levels of business activity. These limits are initially determined when the
principally forward exchange contracts or currency swaps. The                customer account is first set up and are regularly monitored thereafter.
purpose of these transactions is to manage currency risks arising            In France, credit risk is mitigated through a credit insurance policy
from the Group’s operations and its sources of finance. The                  which applies to non-Government customers and provides insurance




                                                                                                                                                           Business review
Group’s policy remains that no trading in financial instruments              for approximately 50 per cent of the relevant credit risk exposure.
shall be undertaken.
                                                                             There are no significant concentrations of credit risk within the
The main risks arising from the Group’s financial instruments are            Group. The Group’s major customer, disclosed in note 3 to the
interest rate, liquidity and foreign currency risks. The overall financial   financial statements, consists of entities under the control of the UK
instruments strategy is to manage these risks in order to minimise           Government. The maximum credit risk exposure relating to financial
their impact on the financial results of the Group. The policies for         assets is represented by carrying value as at the balance sheet date.
managing each of these risks are set out below. Further disclosures
in line with the requirements of IFRS 7 are included in note 24 of           Events after the balance sheet date
the accounts.                                                                On 15 February 2011, the Group announced its agreement to
                                                                             acquire TOP Info SAS and its subsidiaries (‘Top Info’), an information
Interest rate risk                                                           technology reseller of hardware, software and services based in
The Group finances its operations through a mixture of retained              Paris, France. The acquisition is still subject to competition clearance
profits, bank borrowings, invoice factoring in France and the UK and         in France, with the closing date not expected before the end of
finance leases and loans for certain customer contracts. The Group’s         March 2011. The expected consideration totals €21 million payable
bank borrowings, other facilities and deposits are at floating rates. No     on the closing date with an additional €1 million dependent upon the
interest rate derivative contracts have been entered into. When long-        performance of Top Info in the period to 31 December 2011. The
term borrowings are utilised, the Group’s policy is to maintain these        management and exercise of control over Top Info will not pass to
borrowings at fixed rates to limit the Group’s exposure to interest          Computacenter until the closing date.
rate fluctuations.                                                           Going concern
                                                                             As disclosed in the Directors’ Report, the Directors have a reasonable


                                                                                                                                                           Governance
Liquidity risk
                                                                             expectation that the Group has adequate resources to continue its
The Group’s policy is to ensure that it has sufficient funding and           operations for the foreseeable future. Accordingly they continue
committed bank facilities in place to meet any foreseeable peak in           to adopt the going concern basis in preparing the consolidated
borrowing requirements. The Group’s net funds position improved              financial statements.
substantially during 2010, and at the year-end was £139.4 million
excluding CSF, and £111.0 million including CSF.
Due to strong cash generation over the past three years, the Group
is now in a position where it can finance its requirements from its
cash balance. As a result, the Group has not renewed a number
of overdraft and factoring facilities during 2010, and consequently
the uncommitted overdraft and factoring facilities available to the          Tony Conophy
Group has reduced to £15.5 million at 31 December 2010                       Finance Director
(2009: £100.3 million).                                                      9 March 2011
                                                                                                                                                           Financial statements




At 31 December 2010, the Group still has access to a £60.0 million
three-year committed facility established in May 2008, of which
£43.5 million (2009: £42.9 million) is not utilised at the balance sheet
date. This facility is due to expire in May 2011, and is not expected
to be renewed.




                                                                                                   Computacenter plc Annual Report and Accounts 2010 21
Risk management
Protecting our business

Strategic
objectives
                                                   Accelerating                                      Reducing cost
                                                   the growth of                                     through increased
                                                   our contractual                                   efficiency and
                                                   services                                          industrialisation
                                                   business                                          of our service
                                                                                                     operations


Principal risks                                    Our offerings transpire to be uncompetitive
                                                   within the market or an unforeseen technology
                                                                                                     There is an absence of appropriate investment
                                                                                                     into automated tools and other efficiency
                                                   shift occurs where the market develops            measures, which effectively fails to reduce
                                                   appetite for different equipment and solutions    the need for manual intervention activity
                                                   to those offered.                                 or a suitable return on these investments
                                                   We potentially do not dedicate correct levels     is not realised.
                                                   of resource to satisfy our customers’ varying
                                                   needs for innovation.
                                                   Our growth aspirations are impacted by the
                                                   economic climate and with a certain level of
                                                   uncertainty about a full return to economic
                                                   stability in the short-term; there is the
                                                   potential for reduced capital expenditure
                                                   from customers.

Principal mitigations                              We formally review all lost bids and most
                                                   won bids to ensure that we keep abreast of
                                                                                                     The industrialisation and investment review
                                                                                                     board convenes monthly and monitors the
                                                   customer expectation from their IT services       return on investment as well as the planned
                                                   and solutions partner. We formally review our     KPI improvements.
                                                   internal service providers against price points
                                                   and benchmarked service quality standards.
                                                   We launched a Customer Value Scorecard
                                                   to identify our larger customers’ innovation
                                                   needs and we are currently implementing the
                                                   ‘continual improvement framework’ to detect
                                                   where innovation needs are arising.
                                                   We operate within different economies that
                                                   are affected differently at different times. We
                                                   also believe that our offerings are targeted
                                                   specifically towards being beneficial to our
                                                   customers who are looking to reduce costs.




22 Computacenter plc Annual Report and Accounts 2010
Computacenter’s Group Risk Department facilitates a process                   Safeguards already in place and further required mitigations for each
through which the Group’s most senior management team                         identified risk are included in the risk logs, together with the owners
identify all the significant risks posed to the strategic goals. During       of the risks. The frequencies for reviewing the effectiveness of the
2010, the Strategic Risk Profiling Project (‘SRPP’), or ‘top-down’            safeguards, as well as the date by which mitigation plans need to
risk identification, was additionally facilitated by an external risk         be progressed, are added to complete the risk plans.
consultancy and the result of this exercise was adopted by the Board
and shared with all the business unit leaders across the Group.               The Group Risk Committee, chaired by the Chief Executive,
                                                                              convenes quarterly to review progress against the risk plans.
The annual ‘bottom-up’ risk assessment process involves all                   Additionally, the Committee considers any new risks of potential
business unit leaders across the Group, to identify and prioritise, in        significance which may be added to the appropriate risk log and
accordance with a pre-approved risk matrix of severity and likelihood         for which a risk plan is required.
values, those risks posed to the objectives and targets set for their
individual business units. The output of this process presents a risk
footprint for each business unit, as well as, a collated top risks log
for the Group, which is compared to the SRPP log.




                                                                                                                                                               Overview
  Maximising the                                     Growing our                                          Ensuring the
  return on working                                  profit margin                                        successful
  capital and freeing                                through increased                                    implementation
  working capital                                    services and high-                                   of the Group-wide
  where not                                          end product sales                                    ERP system
  optimally used




                                                                                                                                                               Business review
Following significant progress over the last         Our sales teams do not focus on our defined          With a project of this scale, there is the
years in freeing working capital through the         propositions and target market, resulting in         potential that during early transition operational
disposal of the distribution business, as well       ‘over-promising’ on the scope of services            issues could occur which may impact on
as other working capital optimisation initiatives,   offered to new customers or making                   customer service levels and ultimately, overall
a material increase in working capital demand        non-standard offerings during the life of a          financial performance of the Company.
could harm further progress in this regard.          contract, resulting in margin erosion, customer      After the ERP system is embedded there
                                                     dissatisfaction or delays in the initial phases      is the potential that the full return on this
                                                     of the contract.                                     investment is not realised.
                                                     Our vendor partners compete in the high-
                                                     end sales environment and approach our
                                                     customers directly.




There is continued focus on strict cost control      Governance boards and a tool through                 The transition of the various systems have
and in future, the ERP system will facilitate        which all relevant parties have to engage,           been phased over a period of circa three
a common approach to working capital                 aim to prevent any non-standard offerings.           years, with the other countries providing
management, across the Group, through                All change management will be reviewed by            back-up support to the transitioning country.
best practice and other working capital              a governance board and if material, the same         Lessons learnt from the early 2011 transition



                                                                                                                                                               Governance
control adoption.                                    approval process as for new contracts will           in Germany will be deployed in the UK
                                                     be initiated.                                        and France.
                                                     Senior management work very closely with             Return on investment plans have been
                                                     our leading vendor partners and customers            developed and will be built into the internal
                                                     in order to continually promote and protect the      governance structure at all relevant levels
                                                     value we bring to the sale. Computacenter’s          and targets have already been added to
                                                     customers demand optimisation of their               senior management pay plans.
                                                     IT infrastructures and to this end, vendor
                                                     independent solutions are imperative.
                                                                                                                                                               Financial statements




                                                                                                       Computacenter plc Annual Report and Accounts 2010 23
Corporate Sustainable
Development (CSD)
Acting responsibly
Computacenter recognises that its people and the societies and             Human rights
environment within which we operate are integral contributors to           1. Support and respect the internationally proclaimed
delivering value and supporting our key strategic aspirations. Whilst      human rights
we pride ourselves on the provision of technologically advanced
information solutions, we recognise that our business occurs within        Human rights
a wider community including employees, shareholders, customers,            2010 objectives and achievements – SI not formalised
suppliers, business partners and the natural environment as a whole.       •	 Maintain human rights awareness through the Company’s
                                                                              ‘Principles of Employee Behaviour’
In 2007, the Group committed itself to the 10 core principles of the       ✓ All human rights related policies across the Group have been
United Nations Global Compact (‘UNGC’), aimed at demonstrating                reviewed and made available to new starters through an employee
ethical, environmental and social responsibility towards our own              handbook, new employment contracts and/or the intranet. Training
workforce and in our business interaction within each community               remains available to all
and country we operate. In 2009, the Group published its first             •	 France’s HR team will improve the recruitment of minority groups
Communication on Progress (‘CoP’) on the UNGC website, followed            ✓ Various initiatives in France have resulted in 30 per cent more
by our second CoP in April 2010. Additionally, the Group retains              seniors in full time equivalent (‘FTE’) employ and circa 47 per cent
its membership to the FTSE4Good Index Series. The Group’s CSD                 more disabled in FTE employment than in 2009
Policy is annually reviewed by the highest governance structure,
the Group Board.                                                           2011 objectives
                                                                           •	 Maintain human rights awareness through the Company’s
Integral to this commitment, we strive to incorporate the UNGC and            ‘Principles of Employee Behaviour’
its principles into our strategy, culture and day-to-day operations.       •	 Germany will launch a comprehensive life balance awareness
We do this through the development, communication and                         programme, the LEO programme, aimed at engaging employees
implementation of relevant policies to manage and monitor our                 within the second half of their careers, as well as young
progress towards these principles. Since our commitment to the                professionals
core principles, we have adopted and revised a number of policies
and procedures across the Group.                                           Health and Safety
                                                                           2010 objective and achievements – SI’s = AIR and AFR
We support public accountability and will publish, as part of our          •	 Maintain the Accident Incident Rate (AIR) at below 2.5 and the
annual Business Review, a Report on Progress. We are also                     Accident Frequency rate (AFR) at below 1.0
communicating our sustainability efforts and achievements with             ✓ In the UK, the average AIR improved to 0.61 (2009: 0.69) and the
all our shareholders in the Annual Report and Accounts, as well as            average AFR improved to 0.34 (2009: 0.39)
our Company website. We believe that what is not measured is               ✓ In Germany, the average AIR increased to 1.53 (2009: 1.44) and
not effectively managed and in line with this, we are endeavouring            the average AFR declined to 0.86 (2009: 0.80)
to identify at least one standard indicator (‘SI’), as recognised by the   ✓ In France, the average AIR increased to 1.40 (2009: 1.30) and the
Global Reporting Initiative (‘GRI’), per core principle. In this regard,      average AFR declined to 0.78 (2009: 0.76)
we have made progress, but there remains more work to be done
over the next years.                                                       2011 objectives
                                                                           •	 Maintain the AIR and the AFR at 2.5 and 1.0 respectively and
Computacenter will seek to collaborate with and encourage our                 retain BS OHSAS 18001 and UVDB certifications
suppliers, contractors and customers to operate in a similar socially      •	 The marginal decline in the accident rates in Germany and France
responsible manner, as guided by the UNGC ten principles. We                  have been identified as being due to road accidents, stress and
have already secured support from the majority of our suppliers and           back strain. In France, the MASE Health and Safety management
contractors, but we acknowledge that this will be an ongoing task.            system has been launched and the objective is to progress
                                                                              the action plan towards certification in 2012. Stress prevention
                                                                              and road safety awareness training will be undertaken in both
                                                                              Germany and France, with back safety training to be provided
                                                                              to all employees in Germany
                                                                           AIR – Number of accidents per 1,000 employees.
                                                                           AFR – Number of accidents per 100,000 working hours.
                                                                           Health and Safety Group average AIR
Mike Norris
Chief Executive Officer                                                     2007                                         2.27

                                                                            2008                                  1.97

                                                                            2009               1.14

                                                                            2010                1.18




24 Computacenter plc Annual Report and Accounts 2010
2. Ensure that the Group is not complicit in human
rights abuses
                                                                            Computacenter recognises that
                                                                            its people and the societies and
2010 objectives and achievements – SI yet to be formalised.
•	 Amend the questionnaire to incorporate requirements of the               environment within which we operate
   Anti-Bribery Bill and to include questions on diversity                  are integral contributors to delivering
✓ The Supplier Assessment questionnaire has been reviewed to
   specifically address matters of diversity and anti-bribery and all key   value and supporting our key strategic
   and new vendors are required to complete the questionnaire. An           aspirations.
   on-line version of the questionnaire has been launched to facilitate
   ease of completion
•	 Select supplier audits will be conducted in France, in order to verify   4. Eliminate all forms of forced and compulsory labour
   sustainable development conformance levels and these activities




                                                                                                                                                         Overview
   will be monitored quarterly by utilising the GRI scorecard               2010 objectives and achievements – SI to be formalised.
✓ Initial conformance verification audits have commenced in France,         •	 Maintain current status and reassess vendor conformance,
   but GRI scorecard measurement postponed                                     through the completion of a questionnaire to be revised
                                                                               during 2010
2011 objectives                                                             ✓ The Supplier Assessment questionnaire has been reviewed to
•	 Maintain key and new vendor assessments through the                         specifically address matters of diversity and anti-bribery and all key
   questionnaire and monitoring of the returns                                 and new vendors are required to complete the questionnaire. An
•	 In France, the target is to directly interact with 100 suppliers            on-line version of the questionnaire has been launched in France
   to verify returned questionnaires and to assess a suitable GRI              to facilitate ease of completion
   scorecard measurement for this principle                                 ✓ The voluntary employee representation structure in Germany has
Labour standards                                                               been altered to a formal Works Council in terms of the German
3. Uphold employees’ freedom of association                                    Works Constitution Act
                                                                            •	 Select supplier audits will be conducted in France, in order to verify
2010 objectives and achievements – SI to be formalised.                        sustainable development conformance levels and these activities
•	 Maintain current status and reassess vendor conformance,                    will be monitored quarterly by utilising the GRI scorecard




                                                                                                                                                         Business review
   through the completion of a questionnaire to be revised                  ✓ Initial conformance verification audits have commenced in France,
   during 2010                                                                 but GRI scorecard measurement postponed
✓ The Supplier Assessment questionnaire has been reviewed to
                                                                            2011 objectives
   specifically address matters of diversity and anti-bribery and all
                                                                            •	 Maintain current status and reassess vendor conformance,
   key and new vendors are required to complete the questionnaire.
                                                                               through the review of questionnaire responses
   An on-line version of the questionnaire has been launched in
                                                                            •	 Select supplier audits will be conducted in France, in order to verify
   France to facilitate ease of completion
                                                                               sustainable development conformance levels and these activities
✓ The voluntary employee representation structure in Germany
                                                                               will be monitored quarterly by utilising the GRI scorecard
   has been altered to a formal Works Council in terms of the
   German Works Constitution Act
•	 Select supplier audits will be conducted in France, in order to verify
   sustainable development conformance levels and these activities
   will be monitored quarterly by utilising the GRI scorecard
✓ Initial conformance verification audits have commenced in France,
   but GRI scorecard measurement postponed
2011 objectives
•	 Maintain current status and reassess vendor conformance,                  “To help deliver a better service to our
   through the review of questionnaire responses                              members and minimise environmental
•	 Embed the new processes involved in the Works Council
   in Germany                                                                 impact, we wanted to equip revenue-


                                                                                                                                                         Governance
                                                                              generating employees and occasional
                                                                              home-workers with the ability to access
                                                                              corporate systems and data while outside
                                                                              the office environment. Computacenter
                                                                              helped us design and implement a secure
                                                                              and reliable mobile computing solution that
                                                                              supports flexible working, reduces travel,
                                                                              cuts carbon emissions and has enabled
                                                                              significant cost savings.”
                                                                              Martin Elsender,
                                                                              Technology Services – Supplier Delivery,
                                                                                                                                                         Financial statements




                                                                              Nationwide




                                                                                                  Computacenter plc Annual Report and Accounts 2010 25
Corporate Sustainable Development (CSD) continued


5. Abolish all forms of child labour                                    Environment
                                                                        7. Apply precaution to activities which can impair
2010 objectives and achievements – SI not formalised but continued      the environment
support for educational initiatives within the communities where we
operate, will be monitored and reported.                                Electricity consumption at Group head office (million kWh)
•	 Continue to develop young careers and seek assurance from
                                                                         2007                                     2.48
   all key vendors that no child labour is deployed, on behalf of the
   Group, in non-European geographies                                    2008                                     2.44
•	 Reassess vendor conformance, through the completion of the
   revised questionnaire                                                 2009                             2.16
✓ The Supplier Assessment questionnaire has been reviewed and all
   key and new vendors are required to complete the questionnaire.       2010                              2.21
   An on-line version of the questionnaire has been launched in
   France to facilitate ease of completion                              2010 objectives and achievements – SI = Group Carbon Footprint
✓ In the UK, the graduate development programme has been                in million kWh
   repeated with 12 graduate intakes during 2010. The Handelsblatt      •	 Reduce electricity consumption at the Group head office
   und Junge Carriere again presented Computacenter Germany             ✗ Electricity consumption at the Hatfield location increased by circa
   with the Fair Company seal for the appropriate treatment of             2.2 per cent during 2010. This is due to relocation of various
   student interns. In France, the FTE of apprentices employed             functions to Hatfield, including a service desk relocated from
   increased by 15.1 per cent                                              Milton Keynes, corresponding broadly with electricity consumption
                                                                           reductions at the vacated locations
2011 objective
                                                                        ✓ New energy efficient lighting has been installed in the Hatfield car
•	 Continue to develop young careers and seek assurance from
                                                                           park, which reduces the electricity used in this area by 50 per cent
   all key vendors that no child labour is deployed, on behalf of the
                                                                        •	 Complete a Carbon Trust accredited energy audit at the Group’s
   Group, in non-European geographies
                                                                           head office and investigate the viability of further energy reduction
6. Support equality in respect of employment and occupation                strategies
and eliminate all discrimination                                        ✓ An energy audit, performed by Envido, resulted in the development
                                                                           of electricity reduction plans for Hatfield, detailed under the 2011
2010 objectives and achievements – SI = Increase in staff utilisation
                                                                           objectives
of the UK Benefits@Computacenter website.
                                                                        ✓ The average CO2 emitted per UK fleet vehicle reduced from
•	 Reassess vendor conformance through a follow-up circulation of
                                                                           168 g/km in 2009, to 146 g/km in 2010
   the revised CSD questionnaire
                                                                        •	 Achieve bronze status to the Mayor of London’s Green
✓ The Supplier Assessment questionnaire has been reviewed and all
                                                                           Procurement Code
   key and new vendors are required to complete the questionnaire.
                                                                        ✓ Bronze status achieved to the Mayor of London’s Green
   An on-line version of the questionnaire has been launched in
                                                                           Procurement Code
   France to facilitate ease of completion
                                                                        •	 A ‘safe and environmentally friendly driving’ training course to be
•	 Progress the Investors in People improvement plan
                                                                           delivered to relevant staff in France
✓ Investors in People improvement plan has been collated into
                                                                        ✓ Approximately 69 per cent of all employees in France have
   separate projects, driven by various members of management,
                                                                           completed an environment friendly driving course
   with good progress achieved
                                                                        •	 Develop web conferencing utilisation in France and monitor usage
•	 Monitor Benefits@Computacenter website utilisation
                                                                           through GRI Scorecard guidelines
✓ Staff utilisation of Benefits@Computacenter in the UK, has
                                                                        ✓ Web enabled conferencing facilities have been deployed within
   increased by 13 per cent and the Excellence in Action reward and
                                                                           France, together with five further Teleconference facilities in the
   recognition scheme has seen a 30 per cent increase in use
                                                                           UK. GRI scorecard guidelines will be considered and likely relate
•	 France’s HR team will improve the recruitment of minority groups
                                                                           to minutes of use
✓ Various initiatives in France have resulted in 30 per cent more
                                                                        •	 Develop an Environment Management System in France, to
   seniors in FTE employment and circa 47 per cent more disabled
                                                                           ISO 14001 level 1 in 2010 and level 3 in 2012
   in FTE employ than in 2009
                                                                        ✓ France has opted to develop an environmental management
2011 objectives                                                            system aligned to the 1, 2, 3 Environmental Standards and level 1
•	 A work life balance intranet portal, including family support,          is due to be audited for certification during February 2011
   Balance@Computacenter, launched in Germany, will be expanded
   and its availability promoted during 2011
•	 The Benefits@Computacenter offering will be further promoted
   in the UK




26 Computacenter plc Annual Report and Accounts 2010
2011 objectives                                                              9. Encourage the development of environmentally
•	 Proceed with the installation of the Voltage Optimisation devices         friendly technologies
   at Hatfield and monitor the projected electricity consumption
                                                                             2010 objectives and achievements – SI = Proportion of customer
   reduction of between 7 and 10 per cent per year
                                                                             contract wins where ‘Green IT’ was part of the contract scope.
•	 Proceed with the viability study for the installation of a 15 to 20 kW
                                                                             •	 Actively market the datacenter solutions
   wind turbine installation at Hatfield
                                                                             ✓ The Group has significantly expanded the availability of datacenter
•	 Achieve certification to level 1 to the 1,2,3 Environmental
                                                                                facilities, in order to provide customers with an offering which
   Standards in France
                                                                                would reduce cost and their carbon exposure, to the extent where
•	 Expand on the participation in Germany in the Volkswagen Green
                                                                                additional facilities are being planned
   Fleet programme
                                                                             •	 Continue to track customer demand for ‘Green IT’ offerings
8. Undertake initiatives to promote greater involvement                      ✓ In 2010, 17.71 per cent (2008: 13.75 per cent) (2009: 18.82 per
in the community                                                                cent) of new contract wins included an express ‘Green IT’ scope




                                                                                                                                                          Overview
                                                                             •	 Computacenter France will develop and launch the ‘Green IT’
2010 objectives and achievements – SI = Track and monitor charity
                                                                                Advisory Services for customers
fundraising activities.
                                                                             ✓ France has launched a ‘Green IT’ offering including IT Recycling
•	 Maintain the current level of charity fundraising activity, with an
                                                                                and Print Optimisation solutions
   appropriate focus on local needs
                                                                             ✓ RDC achieved the goal of zero landfill for all waste, which
✓ Employees in the UK raised £115,000 during 2010, of which
                                                                                contributed to being awarded the 2010 Award for Environmental
   circa £40,000 was donated to the Willows Foundation, a Hatfield
                                                                                Excellence for Recycling Performance, by the Chartered Institution
   based charity. Support for the Hertfordshire Fire and Rescue
                                                                                of Wastes Management
   dogs continued as well as support for a road safety awareness
   campaign at local schools, called Kidsafe                                 2011 objectives
✓ Computacenter UK became a founding member of Herts 100,                    •	 Continue to track customer demand for ‘Green IT’ offerings
   a charity which enables combined support of various organisations         •	 Computacenter France will expand on its ‘Green IT’ Advisory
   within the region, to reach the primary needs of the society in              Services for customers, with the addition of audit and
   the region                                                                   consulting services
✓ Computacenter France continued its support to ONG Aide
                                                                             Anti-corruption
   et Action




                                                                                                                                                          Business review
                                                                             10. Impede corruption in all its forms, including extortion
•	 Continue to track and monitor charity fundraising activities
                                                                             and bribery
✓ Employees in Germany are encouraged to report their private
   charity efforts and such voluntary activities are logged and internally   2010 objectives and achievements – SI not yet formalised.
   publicised                                                                •	 Review the Anti-Bribery Bill requirements and revise the Business
✓ Group subsidiary and reuse and recycling specialists, RDC, was                Ethics policies across the Group
   invited to participate as speakers at the United Nations Industrial       ✓ A Group-wide Code of Conduct and a revised Business Ethics
   Development Organisation (‘UNIDO’) event in Vienna, in November              Policy for the Group were developed, following the promulgation
   2010, where the development of safe IT reuse strategies into                 of the UK Bribery Act in April 2010
   developing countries were explored                                        •	 Communicate to all the revised version of the Ethics Policies,
2011 objectives                                                                 when completed
•	 Maintain the current level of charity fundraising activity                ✓ The Code of Conduct and revised Ethics Policy has been issued
•	 Continue to track and monitor charity fundraising activities                 for implementation across the Group
                                                                             •	 Reassess vendor conformance, through the completion of the
                                                                                revised questionnaire
We strive to incorporate the UNGC and                                        ✓ The Supplier Assessment questionnaire has been reviewed to
its principles into our strategy, culture                                       specifically address matters of diversity and anti-bribery and all key
                                                                                and new vendors are required to complete the questionnaire. An
and day-to-day operations.                                                      on-line version of the questionnaire has been launched in France
                                                                                to facilitate ease of completion



                                                                                                                                                          Governance
                                                                             2011 objective
                                                                             •	 Launch training and anti-bribery awareness sessions across the
                                                                                Group to ensure alignment to the Code of Conduct




                                                                             Stephen Benadé
                                                                             Company Secretary
                                                                             9 March 2011
                                                                                                                                                          Financial statements




                                                                                                   Computacenter plc Annual Report and Accounts 2010 27
Board of Directors


1                                                      2




3                                                      4




5                                                      6




7                                                      8




28 Computacenter plc Annual Report and Accounts 2010
1 Greg Lock                                                             2 Mike Norris
Chairman                                                                Chief Executive
Greg is the Chairman of Kofax plc and a Non-Executive Director          Mike Norris graduated with a degree in Computer Science and




                                                                                                                                                   Overview
of United Business Media and private technology company, Target         Mathematics from East Anglia University in 1983. He joined
Group. He has more than 38 years’ experience in the software and        Computacenter in 1984 as a salesman in the city office. In 1986 he
computer services industry, including four years as Chairman of         was Computacenter’s top account manager. Following appointments
SurfControl plc and from 1998 to 2000, as General Manager of IBM’s      as Regional Manager for London Operations in 1988 and General
Global Industrial sector. Greg also served as a member of IBM’s         Manager of the Systems Division in 1992 with full sales and
Worldwide Management Council and as a governor of the                   marketing responsibilities, he became Chief Executive in December
IBM Academy of Technology. Age 63.                                      1994 with responsibility for all day-to-day activities and reporting
                                                                        channels across Computacenter. Mike also led the Company
                                                                        through flotation on the London Stock Exchange in 1998.
                                                                        Mike was awarded an Honorary Doctor of Science from
                                                                        Hertfordshire University in 2010. Age 49.

3 Tony Conophy                                                          4 Peter Ogden
Finance Director                                                        Non-Executive




                                                                                                                                                   Business review
Tony has been a member of the Institute of Chartered Management         Peter founded Computacenter with Philip Hulme in 1981 and was
Accountants since 1982. He qualified with Semperit (Ireland) Ltd        Chairman of the Company until 1998, when he became a Non-
and then worked for five years at Cape Industries plc. He joined        Executive Director. He is Chairman of Dealogic (Holdings) plc and
Computacenter in 1987 as Financial Controller, rising in 1991 to        prior to founding Computacenter, he was a Managing Director of
General Manager of Finance. In 1996 he was appointed Finance            Morgan Stanley and Co. Age 63.
and Commercial Director of Computacenter (UK) Limited with
responsibility for all financial, purchasing and vendor relations
activities. In March 1998 he was appointed Group Finance Director.
Age 53.




5 John Ormerod                                                          6 Philip Hulme
Non-Executive                                                           Non-Executive
John is the Senior Independent Director and Audit Committee             Philip founded Computacenter with Peter Ogden in 1981 and
Chairman of Misys plc, a Non-Executive Director and Chairman            worked for the Company on a full-time basis until stepping down as
of the Audit Committee of Gemalto NV, a Non-Executive Director          Executive Chairman in 2001. He is a Director of Dealogic (Holdings)
of ITV Plc and Deputy Chairman of Tribal Group plc. John has held       plc and was previously a Vice President and Director of the Boston
senior positions with Arthur Andersen and with Deloitte, where he       Consulting Group. Age 62.


                                                                                                                                                   Governance
was a member of the UK Executive Committee and elected Board.
Age 62.




7 Ian Lewis                                                             8 Brian McBride
Non-Executive                                                           Non-Executive
Ian is Director of the University Computing Service at the University   Brian was most recently Vice President and Managing Director of
of Cambridge. During his career he has held a number of senior          Amazon.co.uk. His early career and management development was
positions, including First Vice President and Global Chief Technology   at IBM, where he started and spent 12 years in sales, culminating
Officer of Merrill Lynch’s Investment Banking and Sales division and    in the appointment as Director of UNIX Marketing for IBM Europe.
                                                                                                                                                   Financial statements




Global CTO at Dresdner Kleinwort Wasserstein Investment Banking.        Brian has had broad non-executive experience, having served as
Age 50.                                                                 Chairman of the Remuneration Committee and SID of S3 PLC, NED
                                                                        at Celtic Football Club PLC and Chairman of Virgin Mobile. Age 55.




                                                                                            Computacenter plc Annual Report and Accounts 2010 29
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/ukcgcode.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 2010 (‘the year’). The
Board confirms that, save as detailed below, the Company has complied with section one of the Code throughout the financial
year. During 2011, the Board will consider the requirements as set out in the revised UK Corporate Governance Code published
in June 2010, including annual re-election of the Directors and external board evaluation.
Board of Directors
Composition
At 31 December 2010 the Board consisted of Greg Lock (Chairman); two Executive Directors, Mike Norris and Tony Conophy; and
four Non-Executive Directors: Philip Hulme, Ian Lewis, Peter Ogden, John Ormerod. Cliff Preddy stepped down from the Board at
the conclusion of the Annual General Meeting (AGM) held on 14 May 2010. Brian McBride was appointed to the Board as Non-
Executive Director on 10 January 2011. 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 29. The Board considers
that Greg Lock was independent on appointment and that Ian Lewis, John Ormerod and Brian McBride are also independent
under the provisions of the Code. Brian McBride is currently the Senior Independent Director.
The Combined Code on Corporate Governance, provision A.3.2, states that at least half of the Board, excluding the Chairman,

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



    3
                          2




must consist of independent Non-Executive Directors. The Company was not compliant with this provision 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. The primary reason for the lack
of non-conformance to this provision relates to the lack of independence of the founder members, Philip Hulme and Peter Ogden,
due to the duration of their membership to the Board. The Nominations Committee continues to believe that these two Directors’
experience and business acumen bring significant value to the Board as a whole. The Nominations Committee will consider the
Board’s composition again in 2011.
Following Cliff Preddy’s departure from the Company, the Board did not initially nominate a Director to act as Senior Independent
Director, but at the Board meeting in August 2010, Mr Ormerod agreed to act as interim Senior Independent Director. This role was
relinquished upon the appointment of Brian McBride on 10 January 2011.
                                                                                          Audit      Remuneration        Nominations
Name                                                    PLC Board        Independent   Committee       Committee          Committee
Greg Lock                                         Chairman On appointment                    No             Yes             Chair
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
Brian McBride1                   Senior Independent Director          Yes                   Yes            Chair              Yes
Peter Ogden                                   Non-Executive            No                    No              No                No
John Ormerod                                  Non-Executive           Yes                  Chair            Yes               Yes
Cliff Preddy2                    Senior Independent Director          Yes                   Yes           Chair               Yes
Stephen Benadé                                    Secretary Not Applicable             Secretary       Secretary         Secretary
1
    Brian McBride joined the Board on 10 January 2011.
2
    Cliff Preddy stepped down from the Board on 14 May 2010.

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.




30 Computacenter plc Annual Report and Accounts 2010
Roles and responsibilities of the Board continued
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 agreement of strategies
and budgets and the approval of acquisitions and major capital expenditure. This schedule is reviewed annually or more frequently
where required and updated by the Board.
Board effectiveness
Upon joining the Board, all Directors receive a comprehensive induction programme, tailored to their requirements. New 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 individual 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 2010 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                                                    11                   5               6                5
Executive
Mike Norris, Chief Executive                                                         11                n/a              n/a              n/a
Tony Conophy, Finance Director                                                       11                n/a              n/a              n/a

Non-Executive
Greg Lock, Chairman                                                                  11                n/a                6                5
Philip Hulme                                                                         11                n/a              n/a              n/a
Ian Lewis                                                                            10                  5                5                5
Peter Ogden                                                                           9                n/a              n/a              n/a
John Ormerod                                                                         10                  5                6                5
Cliff Preddy (to 14 May 2010)                                                         4                  2                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. Two such meetings were convened during 2010 and Peter Ogden and John
Ormerod attended one such meeting and the remainder of the Board was 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 prior to the meeting.
In addition to the formal Board and Committee meetings, the Chairman and the Non-Executive Directors, individually and as a
group, meet without the other Executive Directors being present, at least once a year.
During 2010, in addition to participating in the review of the Group’s strategy, approval of the budget and oversight of the Group’s
operating performance, the Board reviewed the integration of acquisitions made at the end of 2009; monitored the investment in
and implementation of the new Group ERP system; reviewed the plans for industrialisation of key customer service processes;
and reviewed the plans for development of the senior executive team, including succession planning and talent identification.


                                                                                           Computacenter plc Annual Report and Accounts 2010 31
Corporate governance statement continued


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 AGM after their appointment and currently 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 AGM.
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
Prior to 14 May 2010, the Audit Committee consisted of three Independent Non-Executive Directors; John Ormerod (Chairman),
Ian Lewis and Cliff Preddy. Following the AGM on 14 May 2010, when Cliff Preddy stepped down from the Board, the Committee
continued to be served by the two remaining independent Non-Executive Directors. During the year, the Committee met on five
occasions and attendance at those meetings is set out in the table below:
Audit Committee members                           Role                                                                     Attendance record
John Ormerod (Chairman)                           Non-Executive Director                                                                5/5
Ian Lewis                                         Non-Executive Director                                                                5/5
Cliff Preddy (to 14 May 2010)                     Senior Independent Director                                                           2/2
The Chairman, Group Chief Executive, Group Finance Director, Group Internal Audit 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 auditor 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 John Ormerod 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 auditor, and make a recommendation to the Board. In doing this, the Committee
    reviews reports on the execution by the auditor of its work; considers the report on audit firms by the Auditing Inspection Unit;
    and draws upon the experience of Committee members of the work of other firms and at other businesses;
•   Review the independence of the Group’s auditor. Annually the Committee receives a report on the auditor’s internal procedures
    to ensure that they remain independent, including its procedure for the rotation of key audit personnel. To support maintaining
    the objectivity and independence of the external auditor, the Committee has approved a formal policy governing the
    engagement of the external auditor to provide non-audit services. This policy precludes the auditor 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 audit plan and results of the external audit. This includes receiving the auditor’s assessment of audit risk and
    approval of its audit plan and fees. The Committee reviews the accounting policies adopted by the Group;
•   The Committee receives reports from management and the auditor on the Group’s annual and interim financial statements and
    reviews any other published financial information. In doing so, the Committee considers the application of accounting policies
    and key judgments in areas such as revenue recognition on major contracts, impairment and financial statement disclosure;
•   Receive reports on the Group’s systems of internal control and risk management from the Group’s management, the Group
    Risk Manager, internal audit and external auditor, and to review and report to the Board on their effectiveness. During 2010
    the Committee has received reports on the design of controls in the new ERP system;
•   Evaluate and monitor the effectiveness of the internal audit function;
•   Review the Group’s business ethics policy and 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 five times during 2010 and the members’ attendance at those meetings is set out below:
Nominations Committee members                     Role                                                                     Attendance record
Greg Lock (Chairman)                              Chairman                                                                              5/5
Ian Lewis                                         Non-Executive Director                                                                5/5
John Ormerod                                      Non-Executive Director                                                                5/5
Cliff Preddy (to 14 May 2010)                     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. To assist in this regard, the Group Chief Executive is invited to attend the meetings of this
Committee, when appropriate.


32 Computacenter plc Annual Report and Accounts 2010
Board Committees continued
Nominations Committee continued
The Nominations Committee led the search for a new Non-Executive Director after Cliff Preddy stepped down from the Board on
14 May 2010. The Committee appointed an external agency to identify candidates against pre-determined criteria, as prepared by
the Nominations Committee. Through this process, the Committee identified a number of candidates who were all interviewed by
various members of the Board. The Committee applied consideration to the Board’s constitution, combined skills and diversity
and Brian McBride was recommended and appointed to the Board as a Non-Executive Director on 10 January 2011.
Remuneration Committee
In line with the Code, the majority of the members of this Committee are Independent Non-Executive Directors. Generally the Chief
Executive Officer attends part of the Committee meetings by invitation. Following Cliff Preddy’s departure from the Board and
as Chairman of the Remuneration Committee, on the 14 May 2010, Greg Lock, the Chairman of the Board, agreed to chair the
Remuneration Committee in the interim. Therefore, until the appointment of Brian McBride on 10 January 2011, the Company was
not compliant with B2.1 of the Combined Code. The Committee convened on six occasions during the year and the attendance
of the members is set out below:
Remuneration Committee members              Role                                                                         Attendance record
Cliff Preddy (Chairman to 14 May 2010)      Senior Independent Director                                                               4/4
Ian Lewis                                   Non-Executive Director                                                                    5/6
John Ormerod                                Non-Executive Director                                                                    6/6
Greg Lock                                   Non-Executive Director                                                                    6/6
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 35 to 40.
Directors’ remuneration
The principles and details of Directors’ remuneration are contained in the Remuneration Report on pages 35 to 40.
Relations with shareholders
The Board acknowledges 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 receives 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. During the latter part of 2010, Greg Lock met a number of larger shareholders and summaries of those discussions
were shared with the Board. Brian McBride, as Senior Independent Director since 10 January 2011, is available to address any
shareholder queries that are unable to be resolved through regular channels.
All of the Directors attend the AGM and value the opportunity of welcoming individual shareholders and other investors to
communicate directly and address their questions. In addition to mandatory information, a full and balanced explanation of the
business of all general meetings is sent in advance to shareholders. 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 the controls
are robust and effective 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 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 quarterly basis to discuss 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 defined 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.




                                                                                        Computacenter plc Annual Report and Accounts 2010 33
Corporate governance statement continued


Internal controls continued
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.
Management and specialists within the Finance Department are responsible for ensuring the appropriate maintenance of financial
records and processes that ensure 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 review by the Audit Committee.
Risk management
The Risk and Insurance Department monitors developments and oversees compliance with legislative and regulatory requirements.
A comprehensive risk management programme is developed and monitored by the Group Risk Committee, the members of which
include senior operational managers across the Group, the Group Finance Director, the Group Risk Manager and the Group
Internal Audit Manager. The Group Risk Committee is chaired by the Group’s Chief Executive. 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
The Board has established and reviews regularly, key treasury policies over matters such as counterparty exposure; borrowing
arrangements; and foreign exchange exposure management. 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 ongoing 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. A separate Code of Conduct, which confirms the prohibition of forms of bribery, was adopted by the Group.
Towards the end of 2010, the Group adopted a revised and separate Anti-Bribery Code of Conduct. Additionally, increased focus
on enhanced succession arrangements for key members of management across the Group has resulted in plans which received
continuous progress reviews.
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 41.
By order of the Board




Stephen Benadé
Company Secretary
9 March 2011




34 Computacenter plc Annual Report and Accounts 2010
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 (AGM) 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 2010.
Cliff Preddy was the Chairman of the Committee until he stepped down from the Board on 14 May 2010. Greg Lock, Chairman of
the Board, agreed to serve the Committee as Interim Chairman until such time as a new Non-Executive Director and Chairman of
the Committee was appointed. On the 10 January 2011, the Board appointed Brian McBride as a Non-Executive Director. Brian
will also act as Chairman of the Remuneration Committee and Senior Independent Director. The attendance of Cliff Preddy, Ian
Lewis, Greg Lock and John Ormerod at Committee meetings can be found in the Corporate Governance statement on page 30.
The Chief Executive Officer (‘CEO’) 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 and Mercer Limited. In addition, employees of the Group, who provided
material advice or services to the Committee during the year were 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 CEO, 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.
The Committee considers, when reviewing the remuneration of the Executive Directors and other senior executives, the wider
remuneration levels of all employees of the Group. The Committee reviews the average base salary increases applied across the
Group when base salary increases of the Executive Directors and other senior executives are considered.
Remuneration
The main elements of Executive Directors’ Remuneration for 2010 are shown below, with the 2011 elements detailed on page 36.
                  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
Maximum Uplift                                         115%                86.25%

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.             80 per cent of the maximum bonus      EPS growth, relative to RPI.
standard:                                              potential 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.




                                                                                        Computacenter plc Annual Report and Accounts 2010 35
Directors’ remuneration report continued


Basic salary and benefits
Each Executive 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 2010, the Board as a whole, agreed that no Executive Director would receive a
base salary increase during the year, but that a study be undertaken at the end of the year to review the total reward levels and
incentive structures.
At the end of 2010, Mercer Limited was engaged by the Remuneration Committee to perform a total remuneration benchmarking
exercise. This study highlighted a misalignment of the CEO and Finance Director’s total earnings, compared to the FTSE250
comparator group. The Remuneration Committee agreed that it was preferable to address this misalignment by adjusting both
base salaries and bonus opportunity, rather than base salary alone. It was agreed that for 2011, the CEO’s base salary would be
increased from £475,000 to £500,000 and the Finance Director’s base salary would be increased from £300,000 to £315,000.
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 (‘MyBenefits’).
Performance-related bonus scheme
The Executive Directors participate in an annual performance-related bonus scheme and in 2010, for the role of CEO, this had
a maximum bonus opportunity of 100 per cent of base salary. For the role of Finance Director, the maximum bonus opportunity
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 2010, up to 80 per cent of the maximum bonus potential was linked to the financial
performance of the Group against pre-agreed targets. The balance (20 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 CEO, 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.
In addition, from 2010, it was possible to exceed the maximum bonus opportunity, subject to an overachievement on the PBT
element of the bonus targets, on a straight-line basis, up to a maximum bonus uplift of 115 per cent of base salary for the role of
CEO and 86.25 per cent for the role of Finance Director. For 2010, Mike Norris earned £467,875 (2009: £413,250), representing
86.0 per cent of the maximum and Tony Conophy earned £221,630 (2009: £189,000), representing 98.50 per cent of the
maximum.
Pension
The Executive Directors participate in the Computacenter Pension Scheme, a defined contribution salary sacrifice scheme, under
which a maximum annual Company contribution of £5,850 per employee is payable, based on basic salary. For the year 2010, the
CEO and Finance Director received the maximum annual Company contribution of £5,850. 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 39.
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. For 2010, the Committee agreed that awards made to the Executive Directors would be at one times base salary.
Annual awards under this plan are subject to performance conditions, as detailed below:
For 2010, the PSP performance target was based on the Group’s annual adjusted earnings 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 in accordance with local market practice, 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. One quarter of the shares will
vest if cumulative annual EPS growth equals RPI plus 3 per cent per annum. Awarded shares will vest in full if cumulative annual
EPS growth equals or exceeds RPI plus 7.5 per cent per annum. If cumulative annual growth in EPS is between 3 per cent and 7.5
per cent per annum above RPI, shares awarded will vest on a straight line basis. No share awards will vest if cumulative annual EPS
growth is less than RPI plus 3 per cent per annum. There will be no retesting of the performance condition and any awarded shares
that do not vest will automatically lapse.
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.




36 Computacenter plc Annual Report and Accounts 2010
Share incentive schemes continued
Performance Share Plan – annual awards
The Committee reviewed the performance criteria to ensure that these remain sufficiently challenging in light of market expectations
and in comparison to market practice. It was agreed that the performance conditions for the annual grant made in 2010, would
remain the same.
The Committee have recommended certain changes to the award limit and performance conditions to the Performance Share Plan
(‘PSP’) for grants made from 2011 onwards. For those changes which require it, shareholder approval will be sought at the AGM to
be held on 13 May 2011. The proposed changes to the PSP are set out in detail in the Notice of Meeting 2011.
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 exceptional circumstances. No grants were
made to employees or Directors, under this scheme, during 2010. 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 39.
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 2011, any applicable performance conditions will be subject to review by the
Committee, taking account of prevailing market conditions, Group plans and objectives. There is currently no intention to make
grants under this scheme.
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 ten-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 5.41 per cent and the
potential dilution from awards under the discretionary schemes was approximately 1.87 per cent.
Minimum shareholding
The Committee believes that it is beneficial for Executive Directors and certain members of the senior management team to build
up and retain a shareholding in the Company. With effect from 2011, executives will be required to build up, over a five year period,
and maintain a shareholding under the Share Ownership Guidelines, until such time as the following minimum level of qualifying
interest is reached:
Group 1                                Group CEO                                                                                      2 x base salary
Group 2                                Group Finance Director                                                                         1 x base salary
                                       Executives within the remit of the Remuneration Committee
                                       Executives within the Group Executive Committee
Group 3                                Senior Country, Functional or Other Executives                                                 0.5 x base salary
Directors’ contracts
                                                       Contract/letter                                              Unexpired term                          Notice
                                                      of appointment                                                (months)* as at                         period
Director                                                   start date                    Expiry date                10 March 2011                         (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                                   2                               3
Philip Hulme                                          05.05.2009                      2012 AGM                                  14                               3
Ian Lewis                                             15.06.2009                      2012 AGM                                  14                               3
Peter Ogden                                           05.05.2009                      2012 AGM                                  14                               3
John Ormerod                                          31.10.2009                      2012 AGM                                  14                               3
Brian McBride                                         10.01.2011                      2014 AGM                                  38                               3
*   Calculated as at 9 March 2011, 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.




                                                                                                            Computacenter plc Annual Report and Accounts 2010 37
Directors’ remuneration report continued


Directors’ contracts continued
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 £19,500.
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.
The Board is aware of the revised UK Corporate Governance Code published in May 2010, as it relates to all Directors offering
themselves for annual re-election at each AGM and the Board has agreed to consider this during the second half of 2011.
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
                   200




                   150
Total return (%)




                   100




                    50




                     0
                         Dec 05             Dec 06        Dec 07               Dec 08                Dec 09             Dec 10

                                  Computacenter – 83.5%      FTSE All Share – S/W and Computer Services – 51.5%




38 Computacenter plc Annual Report and Accounts 2010
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              2010              2009
                                                                                                  £               £             £                 £                 £
Executive Directors
Mike Norris                                                                             475,000         467,875                 –         942,875         888,250
Tony Conophy                                                                            314,800         221,630                 –         536,430         503,800

Non–Executive Directors
Greg Lock1                                                                             150,000                –                 –       150,000   140,000
Philip Hulme2                                                                           39,000                –                 –        39,000    34,000
Ian Lewis2, 3                                                                           44,500                –                 –        44,500    38,583
Peter Ogden2                                                                            39,000                –                 –        39,000    34,000
John Ormerod2, 4                                                                        53,000                –                 –        53,000    47,000
Cliff Preddy5                                                                           16,964                –                 –        16,964    39,500
                                                                                     1,132,264          689,505                 –     1,821,769 1,725,133
1
    Greg Lock received an annual increase of £10,000 pa as Chairman of the Board.
2
    Philip Hulme, Ian Lewis, Peter Ogden, John Ormerod and Cliff Preddy all received an annual increase in Non-Executive Director fees of £5,000.
3
    During 2010 Ian Lewis received an additional annual fee of £5,500 for his services as Chairman of the ERP Project Committee, a committee separate
    from the Board.
4
    John Ormerod received an additional annual fee of £14,000 for his services as Chairman of the Audit Committee.
5
    Cliff Preddy received an additional annual fee of £7,000 for his services as Chairman of the Remuneration Committee. Cliff Preddy stepped down from the Board
    on 14 May 2010.

    Brian McBride was appointed as a Non-Executive Director on 10 January 2011 for which he will receive an annual fee of £39,000. In addition he will receive
    an annual fee of £7,000 for his services as Chairman of the Remuneration Committee and a further additional fee of £5,000 for his services as Senior
    Independent Director.

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         2010              year           year       Lapsed        2010
Mike Norris Option             322.00        10/04/2005 – 09/04/2012                    3 122,670                     –              –              – 122,670
                               320.00        01/12/2014 – 31/05/2015                    2   4,859                     –              –              –   4,859
Total                                                                                     127,529                     –              –              – 127,529

                   PSP         285.25        01/04/2010 – 01/10/2010                    5    156,026               –        156,026                 –         –
                               187.00        01/04/2011 – 01/10/2011                    6    223,930               –              –                 –   223,930
                               126.50        13/03/2012 – 13/09/2012                    7    208,102               –              –                 –   208,102
                               123.00        20/03/2012 – 20/09/2012                    8    390,000               –              –                 –   390,000
                               316.00        15/03/2013 – 15/09/2013                    9                    150,316              –                 –   150,316
Total                                                                                        978,058         150,316        156,026                 –   972,348
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
                               178.00        01/12/2012 – 31/05/2013                    2       9,438                 –              –              –      9,438
Total                                                                                          85,524                 –              –              –     85,524

                   PSP         285.25        01/04/2010 – 01/10/2010                    5    101,319                –       101,319                 –         –
                               187.00        01/04/2011 – 01/10/2011                    6    136,364                –             –                 –   136,364
                               126.50        13/03/2012 – 13/09/2012                    7    131,433                –             –                 –   131,433
                               123.00        20/03/2012 – 20/09/2012                    8    240,000                –             –                 –   240,000
                               316.00        15/03/2013 – 15/09/2013                    9          –           94,937             –                 –    94,937
Total                                                                                        609,116           94,937       101,319                 –   602,734




                                                                                                             Computacenter plc Annual Report and Accounts 2010 39
Directors’ remuneration report continued


Interests in share incentive schemes continued
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 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 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 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.
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 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.
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 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.
8
    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.
9
    Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if cumulative annual EPS growth equals RPI plus
    3 per cent per annum. Awarded shares will vest in full if cumulative annual EPS growth equals or exceeds RPI plus 7.5 per cent per annum. If cumulative annual
    growth in EPS is between 3 per cent and 7.5 per cent per annum above RPI, shares awarded will vest on a straight line basis.

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                                              16/03/2010                   PSP          101,319                   n/a           313.56           317,695
Mike Norris                                               16/03/2010                   PSP          156,026                   n/a           313.56           489,235
The market price of the ordinary shares at 31 December 2010 was 388.00 pence. The highest price during the year was 404.00
pence and the lowest was 246.00 pence.




Stephen Benadé
Company Secretary
9 March 2011




40 Computacenter plc Annual Report and Accounts 2010
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 2010.
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 commences at the start of the Report and
Accounts up to page 27 excluding the market overview on pages 16 and 17, as this overview has been externally compiled.
The review includes information about the Group’s operations, financial performance throughout the year and likely developments,
key performance indicators, principal risks and information regarding the Group’s sustainable development plan.
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 30 to 34, which is incorporated into the Directors’ Report by reference.
Results and dividends
The Group’s activities resulted in a profit before tax of £65.4 million (2009: £48.4 million). The Group profit for the year, attributable
to shareholders, amounted to £50.3 million (2009: £37.7 million).
The Directors recommend a final dividend of 9.7 pence per share totalling £14.9 million (2009: additional interim dividend
£11.8 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 2010 accounts, as described in note 11, is made up of last
year’s additional interim dividend (8 pence per share) and the interim dividend (3.5 pence per share).
The final ordinary dividend for 2010, if approved at the forthcoming Annual General Meeting (AGM), will be paid on 10 June 2011 to
those shareholders on the register as at 13 May 2011. The Company paid an interim dividend of £5.2 million on 15 October 2010.
Post Balance Sheet Event
Details regarding the potential acquisition of the French company, Top Info SAS and its subsidiaries, can be found in the Operating
Review, page 6.
Directors and Directors’ authority
The Directors who served throughout the year ended 31 December 2010 were Tony Conophy, Philip Hulme, Ian Lewis
Greg Lock, Mike Norris, John Ormerod and Peter Ogden. Cliff Preddy stepped down from the Board at the conclusion of the
AGM held on 14 May 2010. Brian McBride was appointed to the Board as Non-Executive Director, Chairman of the Remuneration
Committee and Senior Independent Director on 10 January 2011. Brief biographical details of the Directors at the date
of this report are given on page 29.
Tony Conophy and John Ormerod will retire by rotation at the forthcoming 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. Brian McBride, who will be attending his first AGM since his appointment, will offer himself for 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. 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 2011 AGM. This authority allows the Directors to allot shares up to the maximum amount stated in the Notice
of 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 2011 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.




                                                                                            Computacenter plc Annual Report and Accounts 2010 41
Directors’ report continued


Directors’ indemnities
The Company has granted indemnities to each of its Directors and Officers 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. The Company has
made qualifying third party indemnity provisions, for the benefit of its Directors, during the year and these remain in force at the
date of this report.
Directors’ conflicts of interests
Since 2008 and in satisfaction of a revised requirement of the Companies Act 2006, all Directors have submitted details, to the
Company Secretary, of any current situations (appointments or otherwise) which may give rise to a conflict or potential conflict of
interest. 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 twice a year. All Directors are required to notify the
Company Secretary of any changes to their registered interests, 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 2010
                                                                                   At 31 December 2010               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                     –     1,385,658                          –
Tony Conophy                                                                    2,175,905                     –     2,175,905                          –

Non-Executive Directors
Greg Lock                                                                        350,000                      –      350,000                       –
Philip Hulme                                                                  18,291,770             10,143,921   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                                                                      25,000                      –       15,000                       –
Cliff Preddy1                                                                     14,166                      –       14,166                       –
1
    Cliff Preddy stepped down from the Board on 14 May 2010, his share interests are as at date of leaving.

Between 31 December 2010 and 9 March 2011 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 9 March 2011, 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                 issued
                                                                                                                     shares held            share capital
Standard Life Investments Ltd                                                                                     11,281,778                       7.33
Investec Asset Management Ltd                                                                                      7,658,451                       5.00
JP Morgan Asset Management Holdings Inc                                                                            7,647,154                       4.99




42 Computacenter plc Annual Report and Accounts 2010
Capital structure
As at 10 March 2011, there were 153.8 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 5,393,341
ordinary shares of 6 pence each, representing 3.5 per cent of the issued share capital. During the year the Trusts purchased a total
of 908,290 shares. The voting rights attached 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 an
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 2010 AGM, to make market purchases of up to 15,384,979 ordinary shares of 6
pence each. This authority will expire at the 2011 AGM, where approval from shareholders will be sought to renew the authority.
During the period 115,371 ordinary shares of 6 pence each were purchased for cancellation, at a total cost of £447,617.
This represented 0.75 per cent of the issued share capital of 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. Further details regarding the status of these facilities and their renewal considerations,
in light of the Groups current balance sheet strength, are provided in the Finance Director’s Review on pages 18 to 21. 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 major product suppliers
who are significant to the business, namely HP, IBM, Cisco, Microsoft, Oracle 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 50 (2009: 46).
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, as in the previous year, no options over ordinary shares of 6 pence each were granted under the executive share
option schemes.
At the year-end, options remained outstanding under these schemes, in respect of a total of 2,162,756 ordinary shares of 6
pence each (2009: 2,714,756 shares). During the year, 267,000 options over shares were exercised and options over 285,000
shares lapsed.
The Company also operates a Performance Share Plan (‘PSP’) to incentivise employees. During the year, 1,195,677 ordinary
shares of 6 pence each were conditionally awarded (2009: 3,029,337 shares). At the year-end, awards over 5,249,112 shares
remained outstanding, under this scheme (2009: 5,053,973 shares). During the year, awards over 850,791 shares were transferred
to participants and awards over 149,747 shares lapsed.
In addition, the Company operates a Sharesave scheme for the benefit of employees. At the year-end 2,758,808 options granted
under the Sharesave scheme remained outstanding (2009: 2,595,964).
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 Corporate 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 that 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 Corporate Sustainable Development Report on pages 24 to 27.




                                                                                          Computacenter plc Annual Report and Accounts 2010 43
Directors’ report continued


Equal opportunities
The Group acknowledges the importance of equality and diversity and is committed to equal opportunities. The Group monitors
and regularly reviews policies and practices to ensure that it meets current legislative requirements, as well as Computacenter’s
own internal standards. The Group is committed to making full use of the talents and resources of all its employees and to provide
a healthy environment that encourages productive and mutually respectful 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 Corporate Sustainable Development Report
on pages 24 to 27.
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. Performance is reviewed
against behavioural standards appropriate to job level, with agreement on appropriate training and development interventions
and through discussing career aspirations. The Board closely oversees and monitors management development and the availability
of the required skills 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. The Board also directly monitors and reviews progress on succession and development plans of key
senior management.
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 2010, this figure
was 7.78 per cent (2009: 6.14 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 Corporate 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.
The Group has additionally adopted a Code of Ethics specifically aimed at the prevention of bribery.
Community relations and charitable 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 Group’s community initiatives can be found within the Corporate Sustainable Development Report on
pages 24 to 27. In 2010 the Group made charitable donations amounting to £115,000 (2009: £100,050).
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 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.
Auditor
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.




44 Computacenter plc Annual Report and Accounts 2010
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 the 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 auditor
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
9 March 2011




                                                                                          Computacenter plc Annual Report and Accounts 2010 45
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 2010 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 33. 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 45, 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
and express an opinion on 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 2010 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 Group financial statements are
prepared is consistent with the Group 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 44, 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; and
• Certain elements of the report to shareholders by the Board on Directors’ remuneration.
Other matter
We have reported separately on the Parent Company financial statements of Computacenter plc for the year ended 31 December
2010 and on the information in the Directors’ Remuneration Report that is described as having been audited.




Nick Powell (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
9 March 2011




46 Computacenter plc Annual Report and Accounts 2010
Consolidated income statement
For the year ended 31 December 2010

                                                                                               2010             2009
                                                                                Note           £’000            £’000
Revenue                                                                            3    2,676,495         2,503,198
Cost of sales                                                                          (2,310,682)       (2,153,395)
Gross profit                                                                              365,813           349,803

Distribution costs                                                                         (18,978)          (19,032)
Administrative expenses                                                                  (280,288)         (272,876)
Operating profit:                                                                  4
Before amortisation of acquired intangibles and exceptional items                           66,547           57,895
Amortisation of acquired intangibles                                                          (655)             (517)
Exceptional items                                                                  5             –            (5,299)
Operating profit                                                                            65,892           52,079

Finance income                                                                     7          2,329            1,307
Finance costs                                                                      8         (2,823)          (4,977)

Profit before tax:
Before amortisation of acquired intangibles and exceptional items                           66,053           54,225
Amortisation of acquired intangibles                                                          (655)             (517)
Exceptional items                                                                                –            (5,299)
Profit before tax                                                                           65,398           48,409

Income tax expense:
Before exceptional items                                                                   (15,078)          (12,113)
Tax on exceptional items                                                           5             –             1,415
Income tax expense                                                                 9       (15,078)          (10,698)
Profit for the year                                                                         50,320            37,711

Attributable to:
Equity holders of the parent                                                      10        50,321           37,703
Non-controlling interests                                                                        (1)              8
                                                                                            50,320           37,711

Earnings per share                                                                10
– basic                                                                                       34.1p            25.7p
– diluted                                                                                     32.6p            24.9p




                                                                    Computacenter plc Annual Report and Accounts 2010 47
Consolidated statement of comprehensive income
For the year ended 31 December 2010

                                                              2010       2009
                                                              £’000      £’000
Profit for the year                                         50,320      37,711
Exchange differences on translation of foreign operations    (4,076)   (10,173)
Total comprehensive income for the period                   46,244      27,538



Equity holders of the parent                                46,250     27,543
Non-controlling interests                                        (6)        (5)
                                                            46,244     27,538




48 Computacenter plc Annual Report and Accounts 2010
Consolidated balance sheet
As at 31 December 2010

                                                                                      2010             2009
                                                                      Notes           £’000            £’000
Non-current assets
Property, plant and equipment                                            12       88,882           105,290
Intangible assets                                                        13       78,531            72,965
Investment in associate                                                  15           47                57
Deferred income tax asset                                                 9       15,577            16,444
                                                                                 183,037           194,756
Current assets
Inventories                                                              17       81,569            67,086
Trade and other receivables                                              18      471,133           475,646
Prepayments                                                                       44,219            55,785
Accrued income                                                                    39,971            29,538
Forward currency contracts                                               24          562               726
Cash and short-term deposits                                             19      159,269           108,017
                                                                                 796,723           736,798
Total assets                                                                     979,760           931,554

Current liabilities
Trade and other payables                                                 20      440,790           378,929
Deferred income                                                                  100,840           123,861
Financial liabilities                                                    21       37,936            48,647
Income tax payable                                                                 5,941             3,815
Provisions                                                               23        2,644             2,202
                                                                                 588,151           557,454
Non-current liabilities
Financial liabilities                                                    21       10,320            22,022
Provisions                                                               23       10,749            11,605
Other non-current liabilities                                                          –               227
Deferred income tax liabilities                                           9          978             1,674
                                                                                  22,047            35,528
Total liabilities                                                                610,198           592,982
Net assets                                                                       369,562           338,572

Capital and reserves
Issued capital                                                           26         9,233             9,186
Share premium                                                            26         3,697             2,929
Capital redemption reserve                                               26        74,957           74,950
Own shares held                                                          26       (10,146)           (9,657)
Foreign currency translation reserve                                     26        12,137           16,208
Retained earnings                                                                279,674           244,940
Shareholders’ equity                                                             369,552           338,556
Non-controlling interests                                                              10                16
Total equity                                                                     369,562           338,572
Approved by the Board on 9 March 2011




MJ Norris                               FA Conophy
Chief Executive                         Finance Director




                                                           Computacenter plc Annual Report and Accounts 2010 49
Consolidated statement of changes in equity
For the year ended 31 December 2010

                                                            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 2010                        9,186         2,929        74,950          (9,657)         16,208 244,940 338,556                  16 338,572
Profit for the year                          –             –             –               –                –  50,321  50,321                  (1) 50,320
Other comprehensive income                   –             –             –               –           (4,071)      –   (4,071)                (5)  (4,076)
Total comprehensive income                   –             –             –               –           (4,071) 50,321  46,250                  (6) 46,244
Cost of share-based payments                 –             –             –               –                –   2,620    2,620                  –    2,620
Deferred tax on share-based
payment transactions                          –            –             –        –                      –      789      789                 –      789
Exercise of options                         46           264             –    1,563                      –   (1,563)     310                 –      310
Issue of share capital                        8          504             –        –                      –        –      512                 –      512
Purchase of own shares                        –            –             –   (2,501)                     –        –   (2,501)                –   (2,501)
Cancellation of own shares                   (7)           –             7      449                      –     (449)       –                 –        –
Equity dividends                              –            –             –        –                      – (16,984) (16,984)                 – (16,984)
At 31 December 2010                      9,233         3,697        74,957 (10,146)                 12,137 279,674 369,552                  10 369,562

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




50 Computacenter plc Annual Report and Accounts 2010
Consolidated cash flow statement
For the year ended 31 December 2010

                                                                                    2010             2009
                                                                    Notes           £’000            £’000
Operating activities
Profit before taxation                                                           65,398            48,409
Net finance costs                                                                    494             3,670
Depreciation                                                           12        31,722            35,326
Amortisation                                                           13          6,550             4,631
Share-based payments                                                               2,620             2,555
Loss on disposal of property, plant and equipment                                    815                23
Profit on disposal of business                                          5               –           (1,879)
(Increase)/decrease in inventories                                              (16,400)           34,126
(Increase)/decrease in trade and other receivables                                (3,660)          52,348
Increase in trade and other payables                                             46,435            10,960
Other adjustments                                                                     (49)             283
Cash generated from operations                                                 133,925           190,452
Income taxes paid                                                               (11,281)          (17,500)
Net cash flow from operating activities                                        122,644           172,952

Investing activities
Interest received                                                                 2,284              1,717
Acquisition of subsidiaries, net of cash acquired                      16             –             (9,742)
Proceeds from sale of business                                          5             –              2,982
Proceeds from sale of property, plant and equipment                                 372                  7
Purchases of property, plant and equipment                                      (12,856)            (9,511)
Purchases of intangible assets                                                  (12,774)          (11,790)
Net cash flow from investing activities                                         (22,974)          (26,337)

Financing activities
Interest paid                                                                     (3,200)           (4,540)
Dividends paid to equity shareholders of the parent                    11       (16,984)          (12,514)
Proceeds from share issues                                                           822                44
Purchase of own shares                                                            (2,501)             (560)
Repayment of capital element of finance leases                                  (20,641)          (20,956)
Repayment of loans                                                              (12,622)          (40,248)
New borrowings                                                                     5,957           16,357
Increase/(decrease) in factor financing                                            1,568          (25,600)
Net cash flow from financing activities                                         (47,601)          (88,017)

Increase in cash and cash equivalents                                           52,069            58,598
Effect of exchange rates on cash and cash equivalents                            (1,090)            (533)
Cash and cash equivalents at the beginning of the year                 19      104,954            46,889
Cash and cash equivalents at the year-end                              19      155,933           104,954




                                                         Computacenter plc Annual Report and Accounts 2010 51
Notes to the consolidated financial statements
For the year ended 31 December 2010

1 Authorisation of financial statements and statement of compliance with IFRS
The consolidated financial statements of Computacenter plc for the year ended 31 December 2010 were authorised for issue
in accordance with a resolution of the Directors on 9 March 2011. 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 2010
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. Except as noted below,
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 3 (revised) Business Combinations
IFRS 3 (Revised) introduces significant changes in the accounting for business combinations. It requires that all acquisition related
costs are expensed in the period incurred rather than included in the cost of the investment, that changes to the contingent
consideration following a business combination are shown in the statement of comprehensive income instead of adjusting goodwill
and that changes to deferred tax assets relating to business combinations are only reflected within goodwill if they occur within the
measurement period. The Group has applied IFRS 3 (Revised) with effect from 1 January 2010. During the period the Group
recognised the benefit of tax losses of £1.7 million attributable to an acquisition completed in a previous period. The impact is included
within current income tax expense. Had the standard not been adopted, an adjustment to goodwill would have been required.
IAS 27 (amended) Consolidated and Separate Financial Statements
The amended standard 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 and these transactions will no longer give rise to goodwill or gains and losses.
The standard also specifies the accounting when control is lost and any retained interest is remeasured to fair value with gains or
losses recognised in profit or loss.




52 Computacenter plc Annual Report and Accounts 2010
2 Summary of significant accounting policies continued
Improvements to IFRS
In May 2009 the IASB issued its second omnibus of amendments to its standards, primarily with a view to removing
inconsistencies and clarifying wording. The adoption of the amendments did not have any impact on the financial position
or performance of the Group.
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 may require additional disclosures
in future financial years.
IAS 24 Related Party Disclosures (Amendment) (effective* 1 January 2011)
The amended standard clarified the definition of a related party to simplify the identification of such relationships and to eliminate
inconsistencies in its application. The revised standard introduces a partial exemption of disclosure requirements for government
related entities. The Group does not expect any impact on its financial position or performance.
IFRS 9 Financial Instruments: Classification and Measurement (effective* 1 January 2013)
IFRS 9 as issued reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to classification and
measurement of financial assets as defined in IAS 39. In subsequent phases, the IASB will address classification and measurement
of financial liabilities, hedge accounting and derecognition. The adoption of the first phase of IFRS 9 will have an effect on the
classification and measurement of the Group’s financial assets. The Group will quantify the effect in conjunction with the other
phases, when issued, to present a comprehensive picture.
Improvements to IFRS (issued in May 2010)
The Group expects no impact from the adoption of the amendments on its financial position or performance.
*   The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. As the group prepares its financial statements in
    accordance with IFRS as adopted by the European Union (EU), the application of new standards and interpretations will be subject to their having been endorsed
    for use in the EU via the EU endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard
    or interpretation but the need for endorsement restricts the group’s discretion to early adopt standards.

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 2010 53
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


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 a 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                                            5 years
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.
Goodwill
Business combinations on or after 1 January 2004 are accounted for under IFRS 3 (Revised) 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.




54 Computacenter plc Annual Report and Accounts 2010
2 Summary of significant accounting policies continued
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.
Receivables subject to factoring arrangement
Some of the Group’s trade receivables are subject to factoring arrangements. These transactions do not meet IAS 39’s
requirements for derecognition, since the risks and rewards have not been substantially transferred. All receivables sold through
factoring transactions which do not meet the IAS 39 derecognition criteria continue to be recognised in full in the Group financial
statements even though they are legally subject to the factoring arrangement; a corresponding liability is recorded in the
consolidated balance sheet as ‘Factor Financing’. Gains and losses relating to the sale of such assets are not recognised
until the assets are derecognised.
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.
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.
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.




                                                                                             Computacenter plc Annual Report and Accounts 2010 55
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


2 Summary of significant accounting policies continued
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 (€), US dollar (US$) and South African rand (ZAR). 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.
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.




56 Computacenter plc Annual Report and Accounts 2010
2 Summary of significant accounting policies continued
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.
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 the total estimated costs and revenues of a contract cannot
be reliably estimated, revenue is recognised only to the extent that costs have been incurred. A provision is made as soon as a loss
is foreseen.
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. A 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 2010 57
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


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 2010
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 below reportable operating segments.
Management monitor 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 measure performance on adjusted profit before tax. Adjusted operating profit or loss takes account of the interest
paid on customer-specific financing (‘CSF’) which management consider to be a cost of sale for management reporting purposes.
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 2010 and 2009 was as follows:
                                                                      UK       Germany              France          Benelux           Total
                                                                   £’000          £’000              £’000            £’000           £’000
For the year ended 31 December 2010

Results
Revenue                                                      1,265,431     1,005,812            359,611            45,641 2,676,495
Adjusted gross profit                                          189,614       131,511              37,815             4,753   363,693
Adjusted net operating expenses                               (146,277)     (111,014)            (36,825)           (5,150) (299,266)
Adjusted segment operating profit/(loss)                        43,337        20,497                 990              (397)   64,427
Adjusted net interest                                                                                                          1,626
Adjusted profit before tax                                                                                                    66,053



Other segment information
Capital expenditure:
Property, plant and equipment                                   10,552          5,967                 491             108         17,118
Intangible fixed assets                                         11,935            701                 138               –         12,774

Depreciation                                                    21,142          9,971                 491             118         31,722
Amortisation                                                     4,073          2,339                 138               –          6,550

Share-based payments                                             1,918            489                 213                 –         2,620




                                                                                          Computacenter plc Annual Report and Accounts 2010 59
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


3 Segmental analysis continued
                                                                  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

Reconciliation of adjusted results
Management review 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:
                                                                                                        2010             2009
                                                                                                        £’000            £’000
Adjusted profit before tax                                                                            66,053           54,225
Amortisation of acquired intangibles                                                                    (655)             (517)
Exceptional items                                                                                          –            (5,299)
Profit before tax                                                                                     65,398           48,409




60 Computacenter plc Annual Report and Accounts 2010
3 Segmental analysis continued
Reconciliation of adjusted results continued
Management also review 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 2010
Adjusted segment operating profit/(loss)                          43,337         20,497                 990             (397)       64,427
Add back interest on CSF                                            1,442           678                   –                –         2,120
Amortisation of acquired intangibles                                 (519)         (136)                  –                –          (655)
ERP implementation costs                                           (4,250)        4,250                   –                –             –
Segment operating profit/(loss)                                   40,010         25,289                 990             (397)       65,892

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

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 November 2009. The table below reflects revenue performance before and after the impact of the sold business.
                                                                                                                       2010             2009
                                                                                                                       £’000            £’000
Sources of revenue
Product revenue
Ongoing operations                                                                                             1,888,362          1,678,613
Trade distribution                                                                                                     –             84,589
Total product revenue                                                                                          1,888,362          1,763,202
Services revenue
Professional services                                                                                            192,448            175,364
Support and managed services                                                                                     595,685            564,632
Total services revenue                                                                                           788,133            739,996
Total revenue                                                                                                  2,676,495          2,503,198

Information about major customers
Included in revenues arising from the UK segment are revenues of approximately £311 million (2009: £397 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 2010 61
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


4 Group operating profit
This is stated after charging:
                                                                                                                2010           2009
                                                                                                                £’000          £’000
Auditors’ remuneration:
Audit of the financial statements                                                                               400             416
Other fees to auditors – local statutory audits for subsidiaries                                                 31              27
                          – other services in pursuant of legislation                                            12              12
                          – taxation services                                                                    68             146
                          – other services                                                                       46              98
                                                                                                                557             699

Depreciation of property, plant and equipment                                                                31,722         35,326
Loss on disposal of property, plant and equipment                                                               815             23
Profit on disposal of business, net of goodwill                                                                   –          1,879
Amortisation of intangible assets                                                                             6,550          4,631

Net foreign currency differences                                                                                 (35)          (897)

Costs of inventories recognised as an expense                                                            1,696,592       1,588,654

Operating lease payments – minimum lease payments                                                            37,343         40,174
In addition to the auditors’ remuneration disclosed above, further costs £139,000 incurred in 2009 in relation to non-audit services
in respect of the acquisition of becom Informationssysteme GmbH were capitalised at 31 December 2009.

5 Exceptional items
                                                                                                                2010           2009
                                                                                                                £’000          £’000
Operating profit
Profit on disposal of business, net of goodwill                                                                     –         1,879
Restructuring costs                                                                                                 –        (7,178)
                                                                                                                    –        (5,299)

Income tax
Tax on exceptional items included in operating profit                                                               –         1,415
The profit on disposal of business of £1,879,000 arose from the Group disposing of its Trade Distribution division to Ingram Micro in
November 2009. The disposal did not match the criteria of IFRS 5 ‘Non-current assets held-for-sale and discontinued operations’
as the disposal did 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 was 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 arose in 2009 from the change programme to reduce costs. They included expenses from headcount
reductions of £5,309,000 and vacant premises costs of £1,869,000.




62 Computacenter plc Annual Report and Accounts 2010
6 Staff costs and Directors’ emoluments
                                                                                                             2010             2009
                                                                                                             £’000            £’000
Wages and salaries                                                                                      440,352           427,853
Social security costs                                                                                    67,136            66,407
Share-based payments                                                                                      2,620             2,555
Pension costs                                                                                            15,938            16,142
                                                                                                        526,046           512,957
Share-based payments arise 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:
                                                                                                              2010             2009
                                                                                                               No.              No.
UK                                                                                                         4,947            4,765
Germany                                                                                                    4,169            4,093
France                                                                                                     1,203            1,121
Benelux                                                                                                      195              194
                                                                                                          10,514           10,245

7 Finance income
                                                                                                             2010             2009
                                                                                                             £’000            £’000
Bank interest receivable                                                                                   1,878             1,249
Income from investments                                                                                      451                58
                                                                                                           2,329             1,307

8 Finance costs
                                                                                                             2010             2009
                                                                                                             £’000            £’000
Bank loans and overdrafts                                                                                    352               429
Finance charges payable on customer-specific financing                                                     2,120             3,972
Finance costs on factoring                                                                                   206               391
Other interest                                                                                               145               185
                                                                                                           2,823             4,977




                                                                                  Computacenter plc Annual Report and Accounts 2010 63
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


9 Income tax

a) Tax on profit on ordinary activities
                                                                                                                2010            2009
                                                                                                                £’000           £’000
Tax charged in the income statement
Current income tax
UK corporation tax                                                                                           12,917          11,181
Foreign tax                                                                                                    3,306          1,394
Adjustments in respect of prior periods                                                                       (1,682)          (853)
Total current income tax                                                                                     14,541          11,722

Deferred tax
Origination and reversal of temporary differences                                                             (1,239)         (2,284)
Losses utilised                                                                                                5,535           4,803
Changes in recoverable amounts of deferred tax assets                                                         (6,608)         (3,691)
Adjustments in respect of prior periods                                                                        2,849             148
Total deferred tax                                                                                               537          (1,024)
Tax charge in the income statement                                                                           15,078          10,698

b) Reconciliation of the total tax charge
                                                                                                                2010            2009
                                                                                                                £’000           £’000
Accounting profit before income tax                                                                          65,398          48,409

At the UK standard rate of corporation tax of 28.0 per cent (2009: 28.0 per cent)                            18,311          13,555
Expenses not deductible for tax purposes                                                                       1,446             803
Non-deductible element of share-based payment charge                                                             490             715
Relief on share option gains                                                                                    (607)           (364)
Adjustments in respect of current income tax of previous periods                                               1,167            (705)
Higher tax on overseas earnings                                                                                  110              69
Other differences                                                                                                781            (457)
Effect of changes in tax rate                                                                                    197               –
Current year profits offset against brought forward losses                                                      (438)              –
Capital gain relieved by unrecognised losses brought forward                                                       –            (835)
Changes in recoverable amounts of deferred tax assets                                                         (6,608)         (3,691)
Losses of overseas undertakings not available for relief                                                         229           1,609
At effective income tax rate of 23.1 per cent (2009: 22.1 per cent)                                          15,078          10,698
c) Tax losses
Deferred tax assets of £11.3 million (2009: £11.4 million) have been recognised in respect of losses carried forward.
In addition, at 31 December 2010, there were unused tax losses across the Group of £171.2 million (2009: £188.1 million) for
which no deferred tax asset has been recognised. Of these losses, £99.4 million (2009: £111.1 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 2010
9 Income tax continued
d) Deferred tax
Deferred income tax at 31 December relates to the following:
                                                                             Consolidated balance sheet     Consolidated income statement
                                                                                  2010               2009           2010             2009
                                                                                 £’000              £’000          £’000             £’000
Deferred income tax liabilities
Accelerated capital allowances                                                    922               438            (752)             (250)
Revaluations of foreign exchange contracts to fair value                           56                 –               56
Effect of changes in tax rate on opening liability                                  –                 –              (45)               –
Arising on acquisition                                                              –             1,236                –             (135)
Gross deferred income tax liabilities                                             978             1,674
Deferred income tax assets
Relief on share option gains                                                    2,266              909            (568)             (512)
Other temporary differences                                                     2,049            3,751           1,478            (1,238)
Effect of changes in tax rate on opening liability                                  –                 –            234                 –
Revaluations of foreign exchange contracts to fair value                            –               (27)            (27)               –
Losses available for offset against future taxable income                      11,262           11,423             161             1,111
Fair value adjustments on acquisition of subsidiary (note 16)                       –              388                –                –
Gross deferred income tax assets                                               15,577           16,444
Deferred income tax charge                                                                                          537           (1,024)
Net deferred income tax asset                                                  14,599           14,770
At 31 December 2010, there was no recognised or unrecognised deferred income tax liability (2009: £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.
e) Impact of rate change
The Finance (No 2) Act 2010 reduced the main rate of UK Corporation Tax from 28 per cent to 27 per cent with effect from 1 April
2011. The impact of the new rate is to reduce the UK deferred tax asset by £0.2 million. Additional changes to the main rate of UK
Corporation Tax to reduce the rate by 1 per cent per annum to 24 per cent by 1 April 2014 have been proposed. These changes
have not been substantively enacted at the balance sheet date and consequently are not included in these financial statements.
The effect of these proposals would be to reduce the UK net deferred tax asset by £0.2 million.

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.
                                                                                                                   2010             2009
                                                                                                                   £’000            £’000
Profit attributable to equity holders of the parent                                                             50,321           37,703
Amortisation of acquired intangibles                                                                               655               517
Tax on amortisation of acquired intangibles                                                                       (187)             (145)
Exceptional items within operating profit                                                                            –             5,299
Tax on exceptional items included in profit before tax                                                               –            (1,415)
Profit before amortisation of acquired intangibles and exceptional items                                        50,789           41,959




                                                                                        Computacenter plc Annual Report and Accounts 2010 65
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


10 Earnings per ordinary share continued
                                                                         2010       2009
                                                                         000’s      000’s
Basic weighted average number of shares (excluding own shares held)   147,752    146,918
Effect of dilution:
Share options                                                           6,370      4,671
Diluted weighted average number of shares                             154,122    151,589

                                                                         2010       2009
                                                                        pence      pence
Basic earnings per share                                                 34.1       25.7
Diluted earnings per share                                               32.6       24.9
Adjusted basic earnings per share                                        34.4       28.6
Adjusted diluted earnings per share                                      33.0       27.7

11 Dividends paid and proposed
                                                                         2010       2009
                                                                         £’000      £’000
Declared and paid during the year:
Equity dividends on ordinary shares:
Final dividend for 2009: nil (2008: 5.5 pence)                              –      8,097
Interim dividend for 2010: 3.5 pence (2009: 3.0 pence)                  5,173      4,417
Additional interim dividend for 2009: 8.0 pence (2008: nil)            11,811          –
                                                                       16,984     12,514

Proposed (not recognised as a liability as at 31 December)
Equity dividends on ordinary shares:
Final dividend for 2010: 9.7 pence (2009: nil)                         14,926          –
Additional interim dividend for 2009: 8.0 pence (2008: nil)                 –     11,863




66 Computacenter plc Annual Report and Accounts 2010
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 2009                                                               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
Additions                                                                             –               2,816            14,302            17,118
Disposals                                                                             –              (1,506)            (8,377)           (9,883)
Foreign currency adjustment                                                         (40)               (642)            (1,555)           (2,237)
At 31 December 2010                                                             67,391              19,634           165,436           252,461
Accumulated depreciation and impairment
At 1 January 2009                                                               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
Provided during the year                                                         2,535                2,685            26,502            31,722
Disposals                                                                             –              (1,345)            (7,351)           (8,696)
Foreign currency adjustment                                                          (3)               (470)            (1,147)           (1,620)
At 31 December 2010                                                             28,649              10,362           124,568           163,579
Net book value
At 31 December 2010                                                             38,742               9,272             40,868           88,882
At 31 December 2009                                                              41,314              9,474              54,502          105,290
At 1 January 2009                                                                43,927              8,736              70,652          123,315
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
                                                                                                                           2010                 2009
                                                                                                                           £’000               £’000
Cost
At 1 January                                                                                                           85,651             82,661
Additions                                                                                                                4,262            10,462
Disposals                                                                                                               (5,844)            (7,472)
At 31 December                                                                                                         84,069             85,651

Accumulated depreciation and impairment
At 1 January                                                                                                           47,579             31,742
Charge for year                                                                                                        18,766             23,309
Disposals                                                                                                               (4,884)            (7,472)
At 31 December                                                                                                         61,461             47,579
Net book value                                                                                                         22,608             38,072




                                                                                             Computacenter plc Annual Report and Accounts 2010 67
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


13 Intangible assets
                                                                                   Other
                                                                              intangible
                                                        Goodwill   Software       assets        Total
                                                          £’000       £’000        £’000       £’000
Cost
At 1 January 2009                                      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
Additions                                                     –     12,774          –        12,774
Foreign currency adjustment                                (437)      (312)       (80)          (829)
At 31 December 2010                                    42,967      57,888      8,565       109,420
Amortisation and impairment
At 1 January 2009                                             –    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
Charged during the year                                       –     5,801        749         6,550
Foreign currency adjustment                                   –       (158)       (13)         (171)
At 31 December 2010                                           –    26,496      4,393        30,889
Net book value
At 31 December 2010                                    42,967      31,392      4,172        78,531
At 31 December 2009                                     43,404      24,573     4,988         72,965
At 1 January 2009                                       30,812      17,470     3,269         51,551




68 Computacenter plc Annual Report and Accounts 2010
14 Impairment testing of goodwill and other intangible assets
Goodwill acquired through business combinations have been allocated to the following cash-generating units:
• Computacenter (UK) Limited
• RD Trading
• Computacenter Germany
These represent the lowest level within the Group at which goodwill is monitored for internal management purposes.
Movements in goodwill
                                                                        Computacenter                         Computacenter
                                                                          (UK) Limited       RD Trading           Germany             Total
                                                                                £’000             £’000              £’000           £’000
1 January 2009                                                               29,977               835                    –       30,812
Additions                                                                      1,454                –               12,140        13,594
Disposals                                                                     (1,002)               –                    –         (1,002)
31 December 2009                                                             30,429               835              12,140        43,404
Foreign currency adjustment                                                        –                –                 (437)          (437)
31 December 2010                                                             30,429               835              11,703        42,967
On 27 November 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 in 2009 arose from the purchase of becom in Germany on 26 November 2009 and Thesaurus in the UK
on 27 November 2009.
The acquired assets and liabilities of becom were fully integrated within Computacenter Germany during the first half of 2010.
The goodwill arising on the acquisition is tested for impairment against the Computacenter Germany cash-generating unit.
The acquired assets and liabilities of Thesaurus were immediately integrated within Computacenter (UK) Limited, consequently
the goodwill arising on the acquisition is tested for impairment against the Computacenter (UK) Limited cash-generating unit.
Key assumptions used in value-in-use calculations
The recoverable amounts of all three cash-generating units 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 (2009: 2.5 per cent) thereafter.
Key assumptions used in the value-in-use calculation for all cash-generating units for 31 December 2010 and 31 December
2009 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 (2009: 12.0 per cent).
Each cash-generating unit generates value substantially in excess of the carrying value of goodwill attributed to each of 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 2010 or at 31 December 2009.
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.




                                                                                         Computacenter plc Annual Report and Accounts 2010 69
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


15 Investments
a) Investment in associate
                                                                                                                              2010                2009
                                                                                                                              £’000               £’000
Cost
At 1 January                                                                                                                     57                      –
Acquired via subsidiary undertaking                                                                                               –                     57
At 31 December                                                                                                                   57                     57

Impairment
At 1 January                                                                                                                      –                      –
Charge for year                                                                                                                 (10)                     –
At 31 December                                                                                                                  (10)                     –
Carrying value                                                                                                                   47                     57
During 2009 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. An impairment provision of £10,000 (2009: £nil) has been recorded in 2010 as a result of losses expected at
Gonicus GmbH. The carrying value of the investment at 31 December 2010 £47,000 (2009: £57,000).

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       2010                 2009
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%**               100%**
*    Includes indirect holdings of 100 per cent via Computacenter (UK) Limited.
**   Includes indirect holdings of 100 per cent via Computacenter Holding GmbH.

Computacenter plc is the ultimate parent entity of the Group.




70 Computacenter plc Annual Report and Accounts 2010
16 Business combinations
becom Informationssysteme GmbH (‘becom’)
On 26 November 2009 the Group acquired 100 per cent of the voting shares of 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 2009 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 and at 31 December 2010 were as follows:
                                                                                                                      2009             2010
                                                                                                               Provisional              Final
                                                                                                   2009          fair value       fair value
                                                                                              Book value        to Group          to Group
                                                                                                  £’000              £’000            £’000
Intangible assets
Comprising:
Existing customer relationships                                                                       –            1,348            1,348
Software                                                                                            151              151              151
Total intangible assets                                                                             151            1,499            1,499
Property, plant and equipment                                                                       376              376              376
Investment in associate                                                                             169               64               64
Deferred income tax assets                                                                            –              388              388
Inventories                                                                                         275              275              275
Trade and other receivables                                                                     13,512           12,220           12,220
Prepayments                                                                                          91               91               91
Cash and short-term deposits                                                                        286              286              286
Trade and other payables                                                                       (15,009)         (17,706)         (17,706)
Deferred income                                                                                    (110)            (110)            (110)
Bank overdraft                                                                                   (7,111)          (7,111)          (7,111)
Deferred tax liabilities                                                                              –             (405)            (405)
Net liabilities                                                                                  (7,370)        (10,133)         (10,133)
Goodwill arising on acquisition                                                                                  12,140           12,140
                                                                                                                   2,007            2,007
Discharged by:
Cash paid                                                                                                         1,778            1,778
Costs associated with the acquisition, settled in cash                                                              229              229
                                                                                                                  2,007            2,007
Cash and cash equivalents acquired
Cash and short-term deposits                                                                                       (286)            (286)
Bank overdraft                                                                                                    7,111            7,111
Cash outflow on acquisition                                                                                       8,832            8,832
From the date of acquisition to 31 December 2009, becom contributed £12,114,000 to the Group’s revenue and £196,000 to the
Group’s profit after tax.
The provisional and final 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 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 temporary differences on the other fair value adjustments.
Included in the £12,140,000 of goodwill that arose 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.




                                                                                        Computacenter plc Annual Report and Accounts 2010 71
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


16 Business combinations continued
Thesaurus Computer Services Limited (‘Thesaurus’)
On 27 November 2009 the Group acquired certain assets and liabilities of 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.
The book and provisional and final fair values of the assets acquired were as follows:
                                                                                                                 2009          2010
                                                                                                          Provisional           Final
                                                                                                2009        fair value    fair value
                                                                                           Book value      to Group       to Group
                                                                                               £’000            £’000         £’000
Customer relationships                                                                             –           381           381
Creditors                                                                                       (146)         (146)         (146)
Deferred income                                                                                 (779)         (779)         (779)
Net liabilities                                                                                 (925)         (544)         (544)
Goodwill arising on acquisition                                                                              1,454         1,454
                                                                                                               910           910
Discharged by:
Cash                                                                                                            900           900
Costs associated with the acquisition, settled in cash                                                           10            10
                                                                                                                910           910
From the date of acquisition to 31 December 2009, Thesaurus 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 2009, Group revenues for the year ended
31 December 2009 would have been £2,596,314,000 and profit after tax would have been £27,528,000. In the 11 months prior
to acquisition in 2009, becom reported a loss of £10,330,000.

17 Inventories
                                                                                                              2010           2009
                                                                                                              £’000          £’000
Inventories for re-sale                                                                                    81,569         67,086

18 Trade and other receivables
                                                                                                              2010           2009
                                                                                                              £’000          £’000
Trade receivables                                                                                        467,808         473,336
Other receivables                                                                                          3,325           2,310
                                                                                                         471,133         475,646
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.




72 Computacenter plc Annual Report and Accounts 2010
18 Trade and other receivables continued
The movements in the provision for impairment of receivables were as follows:
                                                                                                                        2010            2009
                                                                                                                        £’000           £’000
At 1 January                                                                                                         10,977          13,545
Charge for the year                                                                                                  10,120            7,367
Utilised                                                                                                              (3,548)         (4,310)
Unused amounts reversed                                                                                               (3,748)         (5,042)
Foreign currency adjustment                                                                                             (701)           (583)
At 31 December                                                                                                       13,100          10,977
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
2010                              467,808         384,107         60,184        14,015              3,971             2,701           2,830
2009                               473,336         393,215         55,281        14,719             6,426             1,977           1,718
At 31 December 2010, Trade receivables include receivables sold and financed through factoring transactions of £191.0 million
(2009: £299.2 million ) which do not meet IAS 39 criteria for derecognition. These receivables continue to be recognised in full in the
Group financial statements even though they are legally subject to the factoring arrangement; a corresponding liability is recorded in
the consolidated balance sheet as Factor Financing (see Note 21).

19 Cash and short-term deposits
                                                                                                                        2010            2009
                                                                                                                        £’000           £’000
Cash at bank and in hand                                                                                           104,269           53,017
Short-term deposits                                                                                                 55,000           55,000
                                                                                                                   159,269          108,017
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 £159,269,000 (2009:
£108,017,000).
Due to strong cash generation over the past three years, the Group is now in a position where it can finance its requirements
from its cash balance. As a result, the Group has not renewed a number of overdraft and factoring facilities during 2010,
and consequently the uncommitted overdraft and factoring facilities available to the Group has reduced to £15.5 million at
31 December 2010 (2009: £100.3 million).
For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise the following at 31 December:
                                                                                                                        2010            2009
                                                                                                                        £’000           £’000
Cash at bank and in hand                                                                                           104,269           53,017
Short-term deposits                                                                                                 55,000           55,000
Bank overdrafts (note 21)                                                                                            (3,336)          (3,063)
                                                                                                                   155,933          104,954

20 Trade and other payables
                                                                                                                        2010            2009
                                                                                                                        £’000           £’000
Trade payables                                                                                                     258,861          229,038
Other payables                                                                                                     181,929          149,891
                                                                                                                   440,790          378,929
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 2010 73
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


21 Financial liabilities
                                                                                                               2010           2009
                                                                                                               £’000          £’000
Current
Bank overdrafts                                                                                              3,336          3,063
Other loans – ‘CSF’                                                                                          2,024          6,315
Other loans – ‘Non-CSF’                                                                                          –          3,605
Factor financing                                                                                            16,494         14,846
Current obligations under finance leases – ‘CSF’ (note 22a)                                                 16,082         20,718
Current obligations under finance leases – ‘Non-CSF’ (note 22a)                                                  –            100
                                                                                                            37,936         48,647
Non-current
Other loans – ‘CSF’                                                                                          1,508            173
Non-current obligations under finance leases – ‘CSF’ (note 22a)                                              8,812         21,849
                                                                                                            10,320         22,022

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 2010
                                                                                  2011                  0%–7.84%            1,988
                                                                                  2012                        0%            1,504
                                                                                  2013               3.95%–4.60%               34
                                                                                  2014               3.09%–4.25%                4
                                                                                  2015               2.47%–3.34%                2
                                                                                                                            3,532
Less: current instalments due on other loans                                                                                2,024
                                                                                                                            1,508

                                                                            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
The table below summarises the maturity profile of these loans:
                                                                                                               2010           2009
                                                                                                               £’000          £’000
Not later than one year                                                                                      2,024          9,920
After one year but not more than five years                                                                  1,508            173
                                                                                                             3,532         10,093
The finance lease and loan facilities are committed.




74 Computacenter plc Annual Report and Accounts 2010
21 Financial liabilities continued
d) Factor financing
Computacenter UK has access to factor financing arrangements.
France
Factor finance expired during the year and has not been renewed.
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 2010, the Group had available £15.5 million of uncommitted overdraft facilities (2009: £100.3 million of
uncommitted overdraft and factoring facilities). The Group also had access to a £60.0 million (2009: £60.0 million) committed facility
of which £43.5 million (2009: £42.9 million) is not utilised as at the balance sheet date. This facility is due to expire 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:
                                                                                      2010                              2009
                                                                               Minimum Present value             Minimum Present value of
                                                                               payments   of payments            payments     payments
                                                                                  £’000         £’000               £’000          £’000
Within one year                                                                 16,843          16,082            22,462          20,818
After one year but not more than five years                                       9,343          8,812            22,848          21,849
                                                                                26,186          24,894            45,310          42,667
Future finance charges                                                           (1,292)                           (2,643)
Present value of finance lease obligation                                       24,894                            42,667
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:
                                                                                                                    2010             2009
                                                                                                                    £’000            £’000
Not later than one year                                                                                         36,377            35,756
After one year but not more than five years                                                                     63,231            47,993
More than five years                                                                                            16,294            14,574
                                                                                                               115,902            98,323
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:
                                                                                                                    2010             2009
                                                                                                                    £’000            £’000
Not later than one year                                                                                          17,138           22,948
After one year but not more than five years                                                                       7,887           14,704
                                                                                                                 25,025           37,652
The amounts receivable are directly related to the finance lease obligations detailed in note 21.




                                                                                         Computacenter plc Annual Report and Accounts 2010 75
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


23 Provisions
                                                                                                                                      Property
                                                                                                                                     provisions
                                                                                                                                         £’000
At 1 January 2010                                                                                                                     13,807
Arising during the year                                                                                                                 2,132
Utilised                                                                                                                               (2,309)
Movement in discount rate                                                                                                                   (5)
Exchange adjustment                                                                                                                      (232)
At 31 December 2010                                                                                                                  13,393

Current 2010                                                                                                                           2,644
Non-current 2010                                                                                                                      10,749
                                                                                                                                     13,393

Current 2009                                                                                                                           2,202
Non-current 2009                                                                                                                      11,605
                                                                                                                                     13,807
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, cash and short-term deposits, invoice
factoring in 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 2010
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
2010
Sterling                                                                                                                   +25              236
Euro                                                                                                                       +25               38

2009
Sterling                                                                                                                   +25                97
Euro                                                                                                                       +25               (52)
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 2010 the Group held 148 foreign exchange contracts (2009: 61) 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 2010
                                         Buy                     Sell              Value of                   Maturity                  Contract
                                    currency                currency              contracts                     dates                      rates
UK                                    Euros                 Sterling          €1,100,000                    Feb 11                     1.1628
                                     Dollars                Sterling         $12,623,564                Jan–Mar 11             1.5572–1.6189
Germany                              Dollars                 Euros           $75,468,000                Jan–Aug 11                1.228–1.417
                                      Euros                 Dollars           €5,724,727                Jan–Apr 11                1.279–1.319

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
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 £562,000 (2009: £726,000).
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 2010 77
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


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 2010
Financial liabilities                                    20,498       5,157        13,033      10,884               –       49,572
Property provisions                                           –           –         2,688       9,348           1,972       14,008
Trade and other payables                                      –     440,790             –           –               –      440,790
                                                         20,498     445,947        15,721      20,232           1,972      504,370

                                                       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
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 three 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 2010 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 £562,000 (31 December 2009: £726,000).
The realised losses from forward currency contracts in the period to 31 December 2010 of £164,000 (2009: gain of £1,370,000),
are offset by broadly equivalent realised gains 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.
Consistent with the Group’s aim to maximise return to shareholders, the dividend policy is to maintain a dividend cover of between
2–2.5 times. In 2010 the cover was 2.5 times, on a pre-exceptional basis (2009: 2.5 times).
The Group’s capital base is primarily utilised to finance its fixed assets and working capital requirements. The Group intends to
optimise the use of working capital and improve its cash flow. As a consequence, the UK exited the Trade Distribution business
in 2009, and has sourced an increasing proportion of its product business via distributors in order to reduce the working capital
requirements of the business.
Capital is allocated across the Group in order to minimise the Group’s exposure to exchange rates. Each country finances its own
operations, typically resulting in borrowings in France with cash on deposit in the UK and Germany. During 2010, we introduced
a cash pooling arrangement, which group companies can access and allows the Group to pool its funds without physical money
movements.
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 2010
25 Capital management continued
The measures of net funds that the Group monitors are:
                                                                                                                   2010             2009
                                                                                                                   £’000            £’000
Net funds excluding customer-specific financing                                                               139,439             86,403
Customer-specific loans                                                                                          (3,532)           (6,488)
Customer-specific finance leases                                                                               (24,894)          (42,567)
Net funds                                                                                                     111,013             37,348
The net funds (excluding customer-specific financing) improved in the year from £86.4 million to £139.4 million by the end of the
year. The Group has a history of strong cash generation, however the rise in net funds in 2010 was unusual, given the increase
in product revenues, due to a number of factors. Firstly, following the exit from the CCD business in the UK in late 2009, the UK
increased the mix of its purchases via distributors, resulting in lower stock holdings. Secondly, the Group continued to benefit from
the extension of a temporary improvement in credit terms with a significant vendor, equivalent to £38 million at 31 December 2010,
an increase of approximately £8 million over the course of the year.
Each operating country manages working capital in line with Group policies. 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.
The Group regularly reviews the adequacy of its facilities against any foreseeable peak borrowing requirement and, as a result of the
strong cash position, has allowed certain bank and factoring facilities to expire during 2010. At 31 December 2010, the Group had
available £15.5 million of uncommitted overdraft facilities (2009: £100.3 million of uncommitted overdraft and factoring facilities).
The Group also still has access to a £60.0 million (2009: £60.0 million) three year committed facility established in May 2008, of
which £43.5 million (2009: £42.9 million) is not utilised at the balance sheet date. This facility is due to expire in May 2011.
26 Issued capital and reserves
Authorised share capital
In accordance with the Companies Act 2006, the Company no longer has an authorised share capital. The Company’s Articles
of Association has been amended to reflect this change.
A ordinary shares
Issued and fully paid                                                                                           No. ’000            £’000
At 1 January 2009                                                                                             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
Purchase of own ordinary shares for cancellation                                                                 (115)                 (7)
Ordinary shares issued during the year for cash                                                                   109                   8
Ordinary shares issued during the year for cash on exercise of share options                                      787                 46
At 31 December 2010                                                                                           153,880              9,233
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 a number of 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 repurchased 115,371 of its own shares for cancellation (2009: nil).




                                                                                        Computacenter plc Annual Report and Accounts 2010 79
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


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 5,277,811 (2009: 4,998,011) 6 pence ordinary shares of Computacenter plc purchased
by the Computacenter Employee Share Ownership Plan (‘the Plan’). The number of shares held represents 3.4 per cent (2009:
3.3 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 6 pence 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 5,277,811 (2009: 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 115,530 (2009: 730,565), which represents 0.1 per cent (2009 : 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 2010 was £448,256 (2009: £1,829,000). The Quest
Trustees have waived dividends in respect of all of these shares. During the year the Quest subscribed for 407,023 (2009: nil)
6 pence 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 2010
27 Share-based payments
Executive share option scheme
During the year, options were exercised with respect to 267,000 (2009: 115,000) 6 pence ordinary shares at a nominal value
of £16,020 (2009: £6,900) at an aggregate premium of £674,980 (2009: £283,075).
Under the Computacenter Employee Share Option Scheme 1998 and the Computacenter Services Group Executive Share
Scheme, options in respect of 285,000 (2009: 1,385,383) shares lapsed.
The numbers of shares under options outstanding at the year-end comprise:
                                                                                                                                        2010                2009
                                                                                                                                      Number             Number
Date of grant                                                                          Exercisable between      Exercise price    outstanding         outstanding
27/09/2000                                                                 27/09/2003–26/09/2010                   380.00p               –            169,000
19/09/2001                                                                 19/09/2005–18/09/2011                   245.00p               –             50,000
19/09/2001                                                                 19/09/2006–18/09/2011                   245.00p               –             50,000
10/04/2002                                                                 10/04/2005–09/04/2012                   322.00p         168,816            203,816
10/04/2002                                                                 10/04/2005–09/04/2012                   331.00p          35,000             45,000
21/03/2003                                                                 21/03/2006–20/03/2013                   266.50p          42,500             62,500
02/04/2004                                                                 02/04/2007–01/04/2014                   424.00p          39,000             45,000
24/10/2006                                                                 24/10/2009–23/10/2016                   250.00p       1,462,800          1,674,800
17/04/2007                                                                 17/04/2010–16/04/2017                   285.00p         225,200            225,200
                                                                                                                                 1,973,316          2,525,316
Please refer to the information given in the Directors’ interest in share incentive schemes table in the Directors’ Remuneration
Report on page 39 for details of the vesting conditions attached to the Executive share options.
The following table illustrates the number (‘No.’) and weighted average exercise prices (‘WAEP’) of share options for the Executive
Share Option Scheme.
                                                                                                     2010               2010              2009              2009
                                                                                                      No.              WAEP                No.             WAEP
Executive share option scheme
Outstanding at the beginning of the year1                                                   2,525,316                  2.72       4,025,699               £2.93
Granted during the year                                                                             –                     –               –                   –
Forfeited during the year                                                                    (285,000)                 3.34      (1,385,383)              £3.34
Exercised during the year2                                                                   (267,000)                 2.59        (115,000)              £2.52
Outstanding at the end of the year                                                          1,973,316                  2.65       2,525,316               £2.72

Exercisable at the end of the year                                                          1,973,316                  2.65       2,300,116               £2.71
The weighted average remaining contractual life for the share options outstanding as at 31 December 2010 is 5.27 years
(2009: 5.70 years).
Notes
1
    Included within this balance are options over 203,816 (2009: 517,816) 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 £3.32 (2009 £3.20).

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 no options lapsed (2009: 206,367). No options were granted during the course of the year.
At 31 December 2010 the number of shares under outstanding options was as follows:
                                                                                                                                        2010                2009
                                                                                                                                      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




                                                                                                             Computacenter plc Annual Report and Accounts 2010 81
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


27 Share-based payments continued
The following table illustrates the number (‘No.’) and weighted average exercise prices (‘WAEP’) of share options for the
Performance Related Share Option Scheme.
                                                                                                     2010              2010               2009              2009
                                                                                                      No.             WAEP                 No.             WAEP
Computacenter performance related share option scheme
Outstanding at the beginning of the year1                                                      189,440                 3.22          395,807              £3.75
Forfeited during the year                                                                            –                    –         (206,367)             £4.24
Outstanding at the end of the year                                                             189,440                 3.22          189,440              £3.22

Exercisable at the end of the year                                                             189,440                 3.22         189,440               £3.22
Notes
1
    Included within this balance are options over 189,440 (2009: 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 2010 is 1.3 years
(2009: 2.3 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 1,195,677 (2009: 3,029,337) shares were awarded, 850,791 (2009: 1,216,601) were exercised and 149,747
(2009: 383,260) lapsed.
At 31 December 2010 the number of shares outstanding was as follows:
                                                                                                                                        2010                2009
                                                                                                               Share price at         Number             Number
Date of grant                                                                                 Maturity date     date of grant     outstanding         outstanding
17/04/2007                                                                                  01/04/2009            282.25p                –             35,526
17/04/2007                                                                                  01/04/2010            282.25p                –            739,529
17/03/2008                                                                                  17/03/2010            180.00p                –            180,347
17/03/2008                                                                                  01/04/2011            180.00p        1,161,872          1,117,942
13/03/2009                                                                                  13/03/2012            126.50p        1,282,117          1,323,685
13/03/2009                                                                                  13/03/2011            126.50p          129,952            156,944
20/03/2009                                                                                  20/03/2012            123.00p        1,500,000          1,500,000
15/03/2010                                                                                  15/03/2013             315.8p        1,175,171                  –
                                                                                                                                 5,249,112          5,053,973
The weighted average share price at the date of exercise for the options exercised is £3.12 (2009: £1.28).
The weighted average remaining contractual life for the options outstanding as at 31 December 2010 is 1.9 years (2009: 2.4 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 1,487,532 (2009: 585,766)
options were granted with a fair value of £2,286,768 (2009: £543,319).




82 Computacenter plc Annual Report and Accounts 2010
27 Share-based payments continued
Under the scheme the following options have been granted and are outstanding at the year-end:
                                                                                                                                            2010               2009
                                                                                                                                          Number            Number
Date of grant                                                                            Exercisable between           Share price    outstanding        outstanding
October-2004                                                                  01/12/2009–31/05/2010                    335.00p                –           64,421
October-2005                                                                  01/12/2010–31/05/2011                    222.00p           10,731           81,894
October-2006                                                                  01/12/2009–31/05/2010                    254.00p                –          131,409
October-2006                                                                  01/12/2011–31/05/2012                    254.00p           61,565           65,818
October-2007                                                                  01/12/2010–31/05/2011                    178.00p          155,840        1,101,273
October-2007                                                                  01/12/2012–31/05/2013                    178.00p          529,609          570,565
October-2009                                                                  01/12/2012–31/05/2013                    320.00p          368,291          407,336
October-2009                                                                  01/12/2014–31/05/2015                    320.00p          146,629          173,248
October-2010                                                                  01/12/2013-31/05/2014                    286.00p          592,900                –
October-2010                                                                  01/12/2015-31/05/2016                    258.00p          893,243                –
                                                                                                                                      2,758,808        2,595,964
The following table illustrates the No. and WAEP of share options for the Sharesave scheme:
                                                                                                        2010                2010              2009             2009
                                                                                                         No.               WAEP                No.            WAEP
Sharesave scheme
Outstanding at the beginning of the year                                                       2,595,964                    2.21      3,043,897              £2.13
Granted during the year                                                                        1,487,532                    2.69        585,766              £3.20
Forfeited during the year                                                                       (305,699)                   2.63       (970,622)             £2.36
Exercised during the year1                                                                    (1,018,989)                   1.85         (63,077)            £2.31
Outstanding at the end of the year                                                             2,758,808                    2.55      2,595,964              £2.21

Exercisable at the end of the year                                                                166,571                   1.81         195,830             £2.81
Notes
1
    The weighted average share price at the date of exercise for the options exercised is £3.63 (2009: £2.68).

The weighted average remaining contractual life for the options outstanding as at 31 December 2010 is 3.5 years (2009: 2.3 years).
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 tables give the assumptions made during the year ended 31 December 2010 and 31 December 2009:
2010
                                                                                                        LTIP                 LTIP
                                                                                                 performance          performance            SAYE             SAYE
Nature of the arrangement                                                                          share plan           share plan         scheme           scheme
Date of grant                                                                                     15/03/10            15/03/10         29/10/10         29/10/10
Number of instruments granted                                                                    1,075,637             120,040          593,109          894,423
Exercise price                                                                                         £nil                £nil           £2.86            £2.58
Share price at date of grant                                                                         £3.16               £3.16            £3.66            £3.66
Contractual life (years)                                                                                 3                   2                3                5
                                                                                                  See note 9           See note 9
                                                                                                on page 38 in        on page 38 in       Three-year         Five-year
                                                                                                the Directors’       the Directors’   service period   service period
                                                                                                remuneration         remuneration       and savings      and savings
Vesting conditions                                                                                      report               report     requirement      requirement
Expected volatility                                                                                      n/a                 n/a           56.0%          49.10%
Expected option life at grant date (years)                                                                 3                   2                3               5
Risk-free interest rate                                                                                  n/a                 n/a           1.88%           1.88%
Dividend yield                                                                                        3.48%               3.48%            3.01%           3.01%
Fair value per granted instrument determined at grant date                                             £2.83               £2.83            £1.47           £1.58




                                                                                                                 Computacenter plc Annual Report and Accounts 2010 83
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


27 Share-based payments continued
2009
                                                                        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 funds
                                                                           At                                                                 At
                                                                    1 January      Cash flows        Non-cash          Exchange     31 December
                                                                        2010          in year             flow        differences          2010
                                                                        £’000          £’000            £’000               £’000          £’000
Cash and short-term deposits                                       108,017           52,452                 –           (1,200)       159,269
Bank overdraft                                                        (3,063)           (383)               –              110           (3,336)
Cash and cash equivalents                                          104,954           52,069                 –           (1,090)       155,933
Other loans and leases non-CSF                                        (3,705)          3,705                –                  –              –
Factor financing                                                    (14,846)          (1,568)               –               (80)       (16,494)
Net funds excluding customer-specific financing                      86,403          54,206                 –           (1,170)       139,439
Customer-specific finance leases                                    (42,567)         20,641            (3,468)             500         (24,894)
Customer-specific other loans                                         (6,488)          2,960                –                 (4)        (3,532)
Total customer-specific financing                                   (49,055)         23,601            (3,468)             496         (28,426)
Net funds                                                            37,348          77,807            (3,468)            (674)       111,013


                                                                           At                                                                 At
                                                                    1 January      Cash flows        Non-cash          Exchange     31 December
                                                                        2009          in year             flow        differences          2009
                                                                        £’000          £’000            £’000               £’000          £’000
Cash and short-term deposits                                         53,372         55,698                  –           (1,052)       108,017
Bank overdraft                                                        (6,483)         2,901                 –              519           (3,063)
Cash and cash equivalents                                            46,889         58,598                  –             (533)       104,954
Other loans and leases 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




84 Computacenter plc Annual Report and Accounts 2010
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 is offset within working capital.
                                                                                                                   2010             2009
                                                                                                                   £’000            £’000
Adjusted profit before taxation                                                                                 66,053            54,225
Net finance income                                                                                               (1,626)             (302)
Depreciation and amortisation                                                                                   19,506            17,695
Share-based payment                                                                                               2,620             2,555
Working capital movements                                                                                       21,358            65,337
Other adjustments                                                                                                   293            (1,567)
Adjusted operating cash inflow                                                                                108,204           137,943
Net interest received                                                                                             1,204             1,149
Income taxes paid                                                                                              (11,281)          (17,500)
Capital expenditure and disposals                                                                              (25,258)          (21,294)
Acquisitions and disposals                                                                                            –            (6,775)
Equity dividends paid                                                                                          (16,984)          (12,514)
Cash inflow before financing                                                                                    55,885            81,009
Financing
Proceeds from issue of shares                                                                                       822              44
Purchase of own shares                                                                                           (2,501)           (560)
Increase in net funds excluding CSF in the period                                                               54,206           80,493

Increase in net funds excluding CSF                                                                            54,206            80,493
Effect of exchange rates on net funds excluding CSF                                                             (1,170)           1,301
Net funds excluding CSF at beginning of period                                                                 86,403             4,609
Net funds excluding CSF at end of period                                                                      139,439            86,403

30 Capital commitments
At 31 December 2010 and 31 December 2009 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 2010 85
Notes to the consolidated financial statements continued
For the year ended 31 December 2010


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                                                                       12              31                  2                 –
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)
The Board of Directors is identified as the Group’s key management personnel. Please refer to the information given in the
Directors’ remuneration table in the Directors’ Remuneration Report on page 39 for details of compensation given to the Group’s
key management personnel. A summary of the compensation of key management personnel is provided below:
                                                                                                                    2010              2009
                                                                                                                    £’000             £’000
Short-term employee benefits                                                                                      1,734             1,725
Social security costs                                                                                               353               235
Share based payment transactions                                                                                    974               951
Pension costs                                                                                                        12                11
Total compensation paid to key management personnel                                                               3,073             2,922
The interest of the key management personnel in the Group’s share incentive schemes are disclosed in the Directors’ remuneration
report on page 39.
33. Events after the reporting period
On 15 February 2011, the Group announced its agreement to acquire TOP Info SAS and its subsidiaries (‘Top Info’), an information
technology reseller of hardware, software and services based in Paris, France. The acquisition is still subject to competition
clearance in France, with the closing date not expected before the end of March 2011. The expected consideration totals
€21 million payable on the closing date with an additional €1 million dependant upon the performance of Top Info in the period to
31 December 2011. The management and exercise of control over Top Info will not pass to Computacenter until the closing date.




86 Computacenter plc Annual Report and Accounts 2010
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 2010 87
Independent auditor’s report to the
members of Computacenter plc
We have audited the Parent Company financial statements of Computacenter plc for the year ended 31 December 2010 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 auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 87, 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 and express an opinion on 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 2010;
• 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 2010.




Nick Powell (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
9 March 2011




88 Computacenter plc Annual Report and Accounts 2010
Company balance sheet
As at 31 December 2010

                                                                                        2010             2009
                                                                         Note           £’000            £’000
Fixed assets
Intangible assets                                                           2      110,221           118,721
Tangible assets                                                             3       25,331            26,947
Investments                                                                 4      161,943           159,323
                                                                                   297,495           304,991
Current assets
Debtors                                                                     5        90,126           90,126
Cash at bank and in hand                                                                791               17
                                                                                     90,917           90,143

Creditors: amounts falling due within one year                              6      113,569           146,364
Net current liabilities                                                             (22,652)          (56,221)
Total assets less current liabilities                                              274,843           248,770
Creditors: amounts falling due after more than one year                     7        26,704            35,704
Provisions for liabilities and charges                                      8           246               436
Total assets less liabilities                                                      247,893           212,630

Capital and reserves
Called up share capital                                                     9         9,233             9,186
Share premium account                                                       9         3,697             2,929
Capital redemption reserve                                                  9       74,957            74,950
Merger reserve                                                              9       55,990            55,990
Own shares held                                                             9        (8,185)           (7,696)
Profit and loss account                                                     9      112,201            77,271
Equity shareholders’ funds                                                         247,893           212,630
Approved by the Board on 9 March 2011




MJ Norris                                 FA Conophy
Chief Executive                           Finance Director




                                                             Computacenter plc Annual Report and Accounts 2010 89
Notes to the Company financial statements
For the year ended 31 December 2010

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 9 March 2011. 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 £51,306,000 (2009: £826,000). 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 licenc0e, 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 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 2010
2 Intangible assets
                                                                                                                                   Intellectual
                                                                                                                                     property
                                                                                                                                         £’000
Cost
At 1 January 2010 and 31 December 2010                                                                                           169,737

Amortisation
At 1 January 2010                                                                                                                   51,016
Charge in the year                                                                                                                   8,500
At 31 December 2010                                                                                                                59,516

Net book value
At 31 December 2010                                                                                                              110,221
At 31 December 2009                                                                                                               118,721

3 Tangible assets
                                                                                                                                Freehold land
                                                                                                                                and buildings
                                                                                                                                       £’000
Cost
At 1 January 2010 and 31 December 2010                                                                                             42,350

Depreciation
At 1 January 2010                                                                                                                   15,403
Charge in the year                                                                                                                   1,616
At 31 December 2010                                                                                                                17,019

Net book value
At 31 December 2010                                                                                                                25,331
At 31 December 2009                                                                                                                 26,947

4 Investments
                                                                          Investments            Loans to
                                                                          in subsidiary         subsidiary
                                                                         undertakings         undertakings       Investment              Total
                                                                                £’000               £’000             £’000             £’000
Cost
At 1 January 2010                                                         228,487                 2,754                 25       231,266
Share-based payments                                                        2,620                     –                  –         2,620
At 31 December 2010                                                       231,107                 2,754                 25       233,886
Amounts provided
At 1 January 2010 and 31 December 2010                                     69,164                 2,754                 25         71,943

Net book value
At 31 December 2010                                                       161,943                        –                –      161,943
At 31 December 2009                                                        159,323                       –                –       159,323
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 2010 91
Notes to the Company financial statements continued
For the year ended 31 December 2010


5 Debtors
                                                                                                          2010             2009
                                                                                                          £’000            £’000
Amount owed by subsidiary undertaking                                                                  90,000           90,000
Other debtors                                                                                             126              126
                                                                                                       90,126           90,126

6 Creditors: amounts falling due within one year
                                                                                                          2010             2009
                                                                                                          £’000            £’000
Amount owed to subsidiary undertaking                                                                 112,446         145,853
Accruals                                                                                                  568             137
Corporation tax                                                                                           555             374
                                                                                                      113,569         146,364

7 Creditors: amounts falling due after more than one year
                                                                                                          2010             2009
                                                                                                          £’000            £’000
Deferred income                                                                                        26,704           35,704

8 Provisions for liabilities and charges
                                                                                                                        Deferred
                                                                                                                        taxation
                                                                                                                          £’000
At 1 January 2010                                                                                                          436
Capital allowances in advance of depreciation                                                                             (190)
At 31 December 2010                                                                                                        246
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 2009                        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
Shares issued                                8           504            –             –         –             –           512
Exercise of options                         46           264            –         1,563         –        (1,563)          310
Total recognised gains
and losses in the year                          –            –             –          –          –      51,306          51,306
Purchase of own shares                          –            –             –     (2,501)         –           –           (2,501)
Cancellation of own shares                     (7)           –             7        449          –        (449)               –
Share options granted to
employees of subsidiary
companies                                    –             –            –            –          –        2,620          2,620
Equity dividends                             –             –            –            –          –      (16,984)       (16,984)
At 31 December 2010                      9,233         3,697       74,957       (8,185)    55,990     112,201        247,893




92 Computacenter plc Annual Report and Accounts 2010
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 £8,000,929 (2009: £6,715,000), and to a customer of a subsidiary undertaking for an amount not exceeding
£5,998,800 (2009: £13,333,00).
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 £3,336,000 (2009: £3,063,000).
11 Related party transactions
The Company has taken the exemption in FRS 8 not to disclose transactions with other wholly owned 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 2010 93
Group five-year financial review
Year ended 31 December

                                                                                       2006               2007               2008               2009              2010
                                                                                        £m                 £m                 £m                 £m                £m
Revenue                                                                           2,269.9            2,379.1            2,560.1             2503.2           2,676.5
Adjusted* operating profit                                                           33.3                41.7              42.1               53.9              64.4
Adjusted* profit before tax                                                          38.0                42.7              43.1               54.2              66.1
Profit for the year                                                                  18.9                28.9              37.3               37.7              50.3
Adjusted* diluted earnings per share                                                13.8p              18.5p              21.0p              27.7p             33.0p
Net cash/(debt) excluding CSF                                                        29.4               (16.2)              4.6               86.4             139.4
Year-end headcount                                                                  9,328              9,877            10,220              10,296           10,566
*   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
                                                                                       2006               2007               2008               2009              2010
                                                                                        £m                 £m                 £m                 £m                £m
Tangible assets                                                                        84.9             116.4              123.3              105.3               88.9
Intangible assets                                                                       9.9               45.2               51.6               73.0              78.5
Deferred tax asset                                                                      6.2                 8.2              16.7               16.4              15.5
Inventories                                                                            94.6             110.5              105.8                67.1              81.6
Trade and other receivables                                                          427.3              454.2              529.5              475.6             471.1
Prepayments and accrued income                                                         50.4               61.4               97.7               85.3              84.2
Forward currency contracts                                                              0.1                (0.4)              (0.6)              0.7               0.6
Cash                                                                                   77.9               29.2               53.4             108.0             159.3
Current liabilities                                                                 (459.8)            (496.1)            (602.6)            (557.5)           (588.2)
Non-current liabilities                                                               (26.4)             (50.4)             (53.6)             (35.5)            (22.0)
Net assets                                                                           265.2              278.1              321.1              338.6             369.6




94 Computacenter plc Annual Report and Accounts 2010
Financial calendar
Title                               Date
Dividend record date                13 May 2011
AGM                                 13 May 2011
Dividend payment date               10 June 2011
Interim results announcement        30 August 2011
Dividend record date                16 September 2011

Dividend payment date               14 October 2011




                                                                                      Overview
                                                                                      Business review
                                                                                      Governance
                                                                                      Financial statements




                               Computacenter plc Annual Report and Accounts 2010 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
Brian McBride (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                                                                           Belgium
                                                   One More London Place
Registered Office                                  London                                Computacenter NV/SA
Hatfield Avenue                                    SE1 2AF                               Ikaroslaan 31
Hatfield                                           United Kingdom                        B-1930 Zaventem
Hertfordshire                                      Tel: +44 (0) 20 7951 2000             Belgium
AL10 9TW                                                                                 Tel: +32 (0) 2 704 9411
United Kingdom                                     Stockbrokers and Investment Bankers   Fax: +32 (0) 2 704 9595
Telephone: +44 (0) 1707 631000                     Credit Suisse
                                                   One Cabot Square                      France
Registrar and Transfer Office                      London                                Computacenter France SA
Equiniti                                           E14 4QJ                               150 rue de la Belle Etoile
Aspect House                                       United Kingdom                        ZI Paris Nord 2
Spencer Road                                       Tel: +44 (0) 20 7888 8888             BP 52387
Lancing                                            HSBC Investment Bank plc              95943 Roissy CDG Cedex
BN99 6FE                                                                                 France
United Kingdom                                     Level 18                              Tel: +33 (0) 1 48 17 41 00
Tel: +44 (0) 871 384 2074                          8 Canada Square                       Fax: +33 (0) 1 70 73 42 22
                                                   London
(Calls to this number are charged at 8p            E14 5HQ                               Germany
(+VAT) per minute from a BT landline.              United Kingdom                        Computacenter AG & Co. oHG
Other telephony providers’ cost may vary).         Tel: +44 (0) 20 7991 8888             Europaring 34-40
                                                   Solicitors                            50170 Kerpen
                                                   Linklaters                            Germany
                                                                                         Tel: +49 (0) 22 73 / 5 97 0
                                                   One Silk Street                       Fax: +49 (0) 22 73 / 5 97 1300
                                                   London
                                                   EC2Y 8HQ                              Luxembourg
                                                   United Kingdom                        Computacenter PSF SA
                                                   Tel: +44 (0) 20 7456 2000             Rue des Scillas 45
                                                   Company Registration Number           L-2529 Howald
                                                   3110569                               Luxembourg
                                                                                         Tel: +352 (0) 26 29 11
                                                   Internet Address                      Fax: +352 (0) 26 29 1 815
                                                   Computacenter Group
                                                                                         Netherlands
                                                   www.computacenter.com
                                                                                         Computacenter N.V.
                                                                                         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) 936 207 025




96 Computacenter plc Annual Report and Accounts 2010
Printed on Cocoon Offset which is made from
100 per cent recycled fibres sourced only
from post consumer waste. Cocoon Offset is
certified according to the rules for the Forest
Stewardship Council.
Produced by luminous.co.uk
Computacenter Plc
Hatfield Avenue
Hatfield
Hertfordshire
AL10 9TW
United Kingdom
Tel: +44 (0) 1707 631000
Fax: +44 (0) 1707 639966
E&OE. All trademarks acknowledged.
© 2011 Computacenter.
All rights reserved.
www.computacenter.com




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Computacenter Anual Report 2010

  • 1. Our journey Computacenter plc Annual Report and Accounts 2010 Reduce Boost carbon productivity emissions by and agility 1,239 tonnes Increase competitive advantage
  • 2. Performance How are we doing against our strategic objectives? 2010 strategic objectives Accelerating Reducing the growth of cost through our Contractual increased Services efficiency and business industrialisation of our service operations Progress against In 2010 our Group contract base grew by 9.3 per cent in constant currency; We continue to invest and derive value from the Shared Services Factory (‘SSF’), our 2010 strategic evidence that in a difficult economic environment, customers continue to turn ‘industrialised’ approach, which helps to standardise customer engagement, service objectives to Computacenter for contracted services, offerings and also reduce the cost of to reduce cost and ensure a high quality service delivery. This includes investments of service delivery. we have made in our offshore service delivery capability, to take advantage of the lower costs available, such as in South Africa. In addition, we have made significant investments in industry leading tools, which enable us to provide an enhanced service at lower cost in areas such as major incident management and the remote management of datacenter infrastructure. Key performance Increase contract base in constant currency £m Increase revenue per services head £’000/head indicators 2007 409 2007 85 2008 453 2008 86 2009 493 2009 85 2010 539 2010 88 +9.3% +3.0%
  • 3. 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 In November 2009, we sold the remaining Overall, 2010 Group revenue increased by The Group-wide ERP system is an part of our trade distribution business. 6.9 per cent, whilst adjusted profit before extensive IT implementation, as well as a This, combined with the use of enhanced tax increased by 21.8 per cent. This reflects significant business process change. The procurement tools for purchasing from the success achieved through the sale of system covers virtually all of our operating the distribution marketplace, has enabled the trade distribution business, the growth activities with entirely new resource a working capital inflow of £21 million for in higher margin sales to large organisations scheduling, call logging and maintenance the Group, despite a revenue increase and growth in services revenues of 6.5 systems that are at the heart of our of 6.9 per cent. Overall net cash, prior per cent – combined with virtually static business. In addition, as we are managing to Customer Specific Finance (‘CSF’), selling, general and administration costs. the Group-wide implementation, we have improved from £86.4 million at the end of This resulted in EBIT to net revenue (overall had substantial internal discussion to agree 2009, to £139.4 million at the end of 2010; revenue less the cost of product for resale) the alignment of Group-wide processes, in a major improvement from the net debt increasing from 6.0 per cent in 2009 to order to drive maximum efficiency and cost position of £16.2 million at the end of 2007. 6.6 per cent in 2010. reduction across the Group. We are pleased to report that Germany, the first country to go ‘live’ on this system at the end of January 2011, has been implemented without material disruption to the German business. The UK is scheduled to follow during the third quarter, with France in 2012. Increase adjusted operating Increase EBIT as a percentage Delivery against the implementation plan cash flow £m of net revenue* 2007 38 2007 5.2% 2008 79 2008 4.9% Q3 2009 138 2009 6.0% Q1 2011 2012 2013 2010 108 2010 6.6% -21.6% +0.6pts * EBIT to net revenue % is defined as adjusted operating profit as a percentage of net revenue. Computacenter defines net revenue as turnover less the cost of product for re-sale recognised as an expense.
  • 4. Welcome to our journey 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 journey We are on a journey to become Europe’s best IT company. We will achieve this objective by constantly delivering IT services and solutions that enable our customers to achieve their goals. Our strategy Our strategy is to deliver long-term earnings growth. To help measure our success, we have five key strategic initiatives against which to benchmark our performance (see over page). T ‘10 ‘09 ‘07
  • 5. Highlights of the year 2 4 5 Overview Group overview Chairman’s statement Operating review 16 Market overview Revenue £bn Adjusted* operating profit £m 2007 2.38 2007 41.7 Overview 2008 2.56 2008 42.1 2009 2.50 2009 53.9 2010 2.68 2010 64.4 +6.9% +19.5% Business review 18 Finance Director’s review 22 Risk management 24 Corporate Sustainable Development (CSD) Diluted earnings per share p Total dividend per share p 2007 18.5 2007 8.0 Business review 2008 21.0 2008 8.2 2009 27.7 2009 11.0 2010 33.0 2010 13.2 +19.1% +20.0% FINANCIAL HIGHLIGHTS OPERATING HIGHLIGHTS Governance 28 Board of Directors Underlying performance • Revenues improved significantly in all 30 Corporate governance statement our major geographies 35 Directors’ remuneration report • Ongoing^ revenues increased 10.7 per 41 Directors’ report cent to £2.68 billion (2009: £2.42 billion) • Ongoing^ Group product revenue grew • Adjusted* profit before tax increased markedly, up 12.5 per cent (14.7 per 21.8 per cent to £66.1 million (2009: cent in constant currency) as a result of £54.2 million) strong customer demand for upgraded • Adjusted* diluted earnings per share and improved IT infrastructure (‘EPS’) increased 19.1 per cent to • Our Group annual services contract Governance 33.0 pence (2009: 27.7 pence) base grew over 7.1 per cent (9.3 per • Total dividend for 2010 of 13.2 pence cent in constant currency) to £539.4 per share (2009: 11.0 pence) million (2009: £503.6 million) in excess of market growth predictions# • Net cash prior to customer specific financing (‘CSF’) was £139.4 million • Our Group-wide ERP project remains (2009: £86.4 million) on track with a successful migration onto the new platform in Germany Statutory performance • On 15 February 2011 we announced, Financial statements • Group revenues increased 6.9 per cent subject to the approval of the French 46 Independent auditor’s report to £2.68 billion (2009: £2.50 billion) Competition Board, our agreement to 47 Consolidated income statement acquire Top Info for an initial debt free 48 Consolidated statement of • Profit before tax increased 35.1 per cent comprehensive income to £65.4 million (2009: £48.4 million) cash consideration of €21 million 49 Consolidated balance sheet • Diluted EPS increased by 30.9 per cent • Launch of C3Mail, the first in a suite 50 Consolidated statement of changes in equity of cloud-based offerings Financial statements to 32.6 pence (2009: 24.9 pence) 51 Consolidated cash flow statement • Net cash after CSF of £111.0 million 52 Notes to the consolidated financial statements (2009: £37.3 million) 87 Statement of Directors’ responsibilities 88 Independent auditor’s report 89 Company balance sheet 90 Notes to the Company financial statements 94 Group five-year financial review 94 Group summary balance sheet 95 Financial calendar * Adjusted profit before tax and EPS is stated prior to amortisation of acquired intangibles and exceptional items. 96 Corporate information Adjusted operating profit is also stated after charging finance costs on CSF. # Source: Gartner. ^ Ongoing revenues exclude revenues from the disposed Trade Distribution business. Computacenter plc Annual Report and Accounts 2010 1
  • 6. Group overview A European business transacting across the world Region % of Group revenue Financial highlights United Kingdom 47% Revenue £1,265.4m Adjusted* operating profit £43.3m Germany 38% Revenue £1,005.8m Adjusted* operating profit £20.5m France 13% Revenue £359.6m Operating profit +£1.0m Benelux 2% Revenue £45.6m Operating loss -£0.4m 2 Computacenter plc Annual Report and Accounts 2010
  • 7. 4 3 1 2 6 1 5 Group revenue by region Group revenue by business type 1. United Kingdom 47% 1. Workplace 23% 2. Germany 38% Desktop, laptop, monitor, 3. France 13% printers, peripherals and consumables. 4. Benelux 2% 2. Datacenter & Networking 29% Overview 4 Intel and Unix servers, storage, networking and security. 3. Software product 13% 2 4. Professional services 8% Professional services delivered 3 by Computacenter. 5. Support and managed services 22% Support and managed services delivered by Computacenter. 6. Third party services 5% Third party resold services. Business review 2010 highlights Contract wins Revenue by business types • Revenues, excluding trade distribution, improved • Extended existing desktop managed services 6 1. Workplace 21% by 10.8 per cent in 2010, to £1.27 billion agreements with AEGON and OB10 1 2. Datacenter & (2009: £1.14 billion) • Signed a five-year contract with Waitrose providing 5 Networking 29% • Adjusted* operating profit in the UK increased by hardware support to 269 stores, covering electronic point 3. Software product 15% 14.5 per cent to £43.3 million (2009: £37.8 million) of sale equipment, back office IT and network devices 4 4. Professional services 8% • Services revenue grew by 13.9 per cent to £380.5 • £10 million infrastructure management outsourcing 2 5. Support and managed million (2009: £334.0 million) – services revenues contract agreed with Gatwick Airport; scope includes 3 services 23% for the total UK market declined by 0.1% in 2010** managing two datacenters at the airport, along with 6. Third party services 4% • RDC revenues increased by 30.3% to £38.2 million 26 critical IT node rooms (2009: £29.3 million); profits grew by 30.9 per cent • A large global financial institution selected Computacenter as the sole supplier of cabling installation services to its new EMEA locations • Adjusted* operating profit for the year grew by • Signed a three-year €9 million framework agreement 6 1. Workplace 17% 1 8.8 per cent to €23.9 million (2009: €22.0 million) with Dataport for the supply and deployment of Cisco 2. Datacenter & • Revenue increased by 12.2 per cent to €1,173.1 million datacenter hardware and related services, consultation 5 Networking 34% (2009: €1,045.1 million) and by 6.2 per cent, excluding work and maintenance 3. Software product 9% the becom business acquired in 2009 • Volkswagen commissioned Computacenter Germany 4. Professional services 7% • Services contract base grew by 8.7 per cent to to implement its Windows 7/Office 2010 strategy 4 2 5. Support and managed €290.0 million (2009: €266.8 million) materially • Union IT Services GmbH renewed an existing 3 services 26% outperforming the German market** outsourcing contract until 2017 6. Third party services 7% Governance • The integrated becom business has started to deliver real value, especially within the datacenter product business • Operating profit of €1.2 million (2009: operating loss • The French Army, an existing customer, awarded 6 1. Workplace 43% 5 €3.1 million), flattered by €1.0 million compared to us its comprehensive hardware supply contract 2. Datacenter & 2009, by a change in classification of certain French • Product supply contract win for the virtualised 4 Networking 17% tax expenses workplace environment of Europ Assistance 1 3. Software product 19% • Strong revenue growth, materially outperforming the • Four-year product supply contract with SAE, the 3 4. Professional services 6% French market**, reported revenue increasing by Government Purchasing Agency, led by the Minister 5. Support and managed 16.9 per cent to €419.4 million (2009: €358.7 million) of Finance 2 services 11% • Product revenue grew by 19.7 per cent; services • Agreed a three-year global software licensing contract 6. Third party services 4% revenue grew at 4.6 per cent with EDF • Proposed acquisition of Top Info, subject to approval by the French Competition Authority, is anticipated to deliver further revenue enhancement in 2011 Financial statements • Adjusted operating loss of €0.46 million in 2010 • Awarded a €10.2 million datacenter project by a 6 1. Workplace 28% (2009: loss of €0.85 million) wireless technology provider; as well as a licensing 5 1 2. Datacenter & • Significantly increased revenue, up by 81 per cent contract with a market leader in the field of local search Networking 34% to €53.2 million (2009: €29.4 million) and advertising – valued at circa €1.2 million 4 3. Software product 10% • Integrated the Luxembourg team structure into the • VOIP project, worth €0.14 million, for the Red Cross 4. Professional services 5% 3 German organisation, effective from 1 January 2011 Flanders, and a €0.12 million MS System Center 5. Support and managed project for De Lijn, a regional public transport provider 2 services 19% • A datacenter technology related contract, for storage 6. Third party services 4% implementation, valued at €0.23 million, awarded by Pentair Europe – a leading provider of water solutions and related technical products * Adjusted operating profit is stated prior to amortisation of acquired intangibles, exceptional items and finance costs on CSF. **Based on Gartner figures. Computacenter plc Annual Report and Accounts 2010 3
  • 8. Chairman’s statement In 2011, we will continue to invest in our infrastructure, our talents and skills, as well as enhancing our customers’ experience. 2010 was another year of strong designed to create long-term competitive progress for our Company. Adjusted* advantage. The services contract base upon profit before tax once more grew by which these improvements operate grew by more than 20 per cent. It is worth noting more than seven per cent in 2010 and the that Computacenter has delivered benefits will increase as time passes. We greater than 20 per cent compound will continue our relentless focus on cost annual growth in earnings per share and expense management while supporting over the last four years. We gained these significant investments. market share and grew our services revenues by 6.5 per cent. The German This year marks the 30th anniversary of the business showed great resilience in founding of Computacenter. Since then recovering from a poor first quarter, the Company has grown considerably and our French business became in size and this evolution has required profitable again. We are pleased with Computacenter to adapt to the ever this performance, not least because it changing legislative environment. We have came as a result of the execution of our in place a governance framework, aligned strategy, rather than simply as a result to the principles of the UK Corporate of an improving economic backdrop. Governance Code, not simply because we must do so, but rather because it is the If 2009 was about cost and expense right thing to do. In this regard, I draw your reduction and simplifying our structure, attention to pages 30 to 34 of this report then 2010 showed disciplined sales and and give you my commitment to uphold service delivery. Pleasing as it was, this only the merits of the Code, as it applies to confirms that we have the opportunity to do Computacenter. much more in growing share in our chosen markets and improving our profitability in a I thank all of our employees for their efforts sustainable way. and our customers for their business. We have much to do in 2011, on our journey In 2011 we will continue to invest in our of continuous improvement, to achieve infrastructure, our talents and skills as well our potential. as enhancing our customers’ experience. We are on course to successfully implement a single Group-wide ERP system, the major benefits of which will not manifest themselves until 2012 and beyond. Our efforts to ‘industrialise’ our services are already showing margin improvement Greg Lock and better customer satisfaction and are Chairman *Adjusted profit before tax and EPS is stated prior to amortisation of acquired intangibles and exceptional items. 4 Computacenter plc Annual Report and Accounts 2010
  • 9. Operating review Computacenter has again delivered a strong profit performance in 2010. This leaves us confident that Computacenter continues to meet the IT investment needs of our customers and is evidence that our customers rely on Computacenter to help them in reducing their operating costs, over the longer term. Overview Business review Computacenter has again delivered Group services revenue, as reported, a strong profit performance in 2010. increased by 6.5 per cent and 8.7 per cent Group adjusted* profit before tax grew in constant currency. Different to the product by 21.8 per cent to £66.1 million (2009: revenue growth, the services revenue £54.2 million). The Group’s adjusted* growth was achieved, as expected, largely diluted earnings per share (‘EPS’) during the second half of 2010. Particularly grew by 19.1 per cent to 33.0 pence pleasing, as this is fundamental to the long- (2009: 27.7 pence), primarily due to term success of Computacenter, is that the this increase in profitability. We have annual services contract base at December delivered in excess of 20 per cent 2010, has increased by 7.1 per cent on the compound annual EPS growth over services contract base level at December Governance the last four years. 2009 and 9.3 per cent in constant currency. This leaves us confident that Computacenter On a statutory basis, taking into account continues to meet the IT investment needs amortisation of acquired intangibles and of our customers and is evidence that our exceptional items, Group profit before tax customers rely on Computacenter to help increased by 35.1 per cent to £65.4 million them in reducing their operating costs, over (2009: £48.4 million) and diluted EPS the longer term. The Group annual services increased by 30.9 per cent to 32.6 pence contract base stood at £539.4 million at the (2009: 24.9 pence). end of the year (2009: £503.6 million). Group revenue, as reported, increased In 2009, we reduced operating expenses in 2010 by 6.9 per cent to £2.68 billion (‘SG&A’) by over £30 million in constant (2009: £2.50 billion). After the significant currency and the increase gained in product revenue decline experienced in operational leverage has in no small way 2009, during 2010 customers embarked on contributed to these encouraging results. refreshing, upgrading and improving their Financial statements Furthermore, the early indication of improving IT infrastructures. This resulted in strong corporate capital expenditure, first detected Group product revenue growth of 12.5 per some 12 months ago, has persisted, to cent or 14.7 per cent in constant currency, the extent that we have now gained a high excluding the effect of the CCD disposal level of confidence that Computacenter’s towards the end of 2009, but including the progress is sustainable and not of a acquisitions made late in 2009. This growth short-term nature. The Group incurred no was achieved steadily over the year as exceptional costs during 2010 and this a whole and we also believe that, subject to should, in all likelihood, continue until the performance of the overall macroeconomic ERP benefits start being realised. conditions, growth should continue during 2011. Computacenter plc Annual Report and Accounts 2010 5
  • 10. Operating review continued Our balance sheet has further strengthened Over the last two years, we have done much considerably. At the end of the year, net to identify those Computacenter offerings, cash prior to Customer Specific Financing where we have competitive advantage (‘CSF’) was £139.4 million (2009: net cash of and for which there is market appetite. We £86.4 million). Including CSF, net funds were believe that this is where our future success £111.0 million (2009: £37.3 million). This lies and our focus is on repeating delivery of material improvement in our cash position these offerings, in an efficient and high quality was primarily due to increased profitability manner. We are investing into tools and and prudent working capital management, processes, which support repetitive delivery which we believe is largely sustainable. of these services, whilst ensuring efficiency However, the figures are flattered by and quality. approximately £38 million (2009: £30 million) with the continuation of extended credit As the infrastructure demands of our terms from one of our major vendors, which customers grow, so their appetite for have been made available to all of their increased efficiency solutions has also business partners. These terms could return grown. This has been the driving force to normal in the second half of 2011. behind the notable interest in cloud related services. Computacenter has responded The Board has decided to recommend a with the recent launch of C3Mail, the first in final dividend of 9.7 pence, bringing the a suite of cloud-based offerings. total dividend paid for 2010 to 13.2 pence, representing a 20 per cent increase on the We maintained good progress in preparing 2009 total dividend paid of 11.0 pence. The for our Group ERP implementation. During increase in dividend is broadly consistent the first week of February 2011, the Release with our stated policy of maintaining 1 migration onto the new platform in dividend cover within our target range of Germany was delivered, without material 2 to 2.5 times. Subject to the approval by disruption. However, the remainder of 2011 shareholders at the Annual General Meeting will be important, as migration of the UK (‘AGM’) on 13 May 2011, the proposed system is scheduled to follow during the dividend will be paid on 10 June 2011 third quarter. The Release 1 migration has to shareholders on the register as at significantly reduced implementation risk, 13 May 2011. as the lessons we have learnt will assist during the subsequent migrations. As our Our offerings continue to gain momentum people become familiar with the system, in the market, as customers choose the benefits related to a single Group-wide to outsource IT infrastructure support system will start to materialise. Due to the selectively, rather than opting for a commencement of the ERP depreciation, comprehensive IT outsourcing contract or we will incur an incremental charge of undertaking the work in-house. Service desk £3 million in 2011. offshoring remains an attractive offering and we continue to invest in the expansion of this We did not make any acquisitions during resource. We currently employ in excess of 2010, but on 15 February 2011, we 750 staff, outside of the UK, Germany and announced that our French business had France, primarily within our multi-language agreed to acquire Top Info, subject to the service desk in Barcelona and for an English approval of the French Competition Board. speaking desk in Cape Town. These facilities Top Info will be acquired for an initial debt are making significant contributions towards free cash consideration of €21 million, with fuelling the growth in contractual services, a further €1 million payable, subject to through addressing the increased demand the financial performance of the Top Info from customers for global and multi-lingual business in the period to end December service delivery. 2011. A further circa €15 million will be paid on the closing date, for the cash on Top Info’s balance sheet at that time. We believe that Top Info’s attractive customer portfolio in France will provide our French business with new opportunities to deploy its services and infrastructure solutions further, whilst at the same time, strengthening its presence within the IT infrastructure supply market to large French corporations and the Government. 6 Computacenter plc Annual Report and Accounts 2010
  • 11. Increase competitive advantage Overview Provisioning in days rather Better than weeks communication Computacenter helps Morrisons Business review increase competitive advantage with optimised IT Customer challenge “Computacenter helps us To retain its position as the UK’s fourth largest retailer, Morrisons optimise our IT systems must ensure its 439 stores, 15 distribution sites and 16 and services so we can warehouses are supported by highly available IT systems. In respond more effectively particular, the retailer’s 131,000 employees need continuous to demand from our customers. With its access to the Internet, email and other desktop-based services. industrialised processes The retailer also needs to ensure store shelves remain well and broad skills base, it stocked by enabling rapid product picking at its warehouses. Governance has also helped us make Computacenter solution financial savings.” We have helped Morrisons transform its IT infrastructure, Gary Barr, resulting in reduced cost and complexity. From designing IT Director, a new email platform and implementing a virtual desktop Morrisons Plc environment to deploying mini datacenters to support a new warehouse solution, Computacenter has assisted with a wide range of IT projects. We also provide ‘cradle to grave’ desktop services, including procurement, configuration, maintenance and disposal. Financial statements Results Morrisons’ staff now have faster and more reliable access to the technologies they need. For example, new desktops can now be provisioned in five days instead of four weeks. This, along with improved email availability, has increased staff productivity resulting in greater competitive advantage. The retailer has also been able to reduce desktop support costs and power consumption. Computacenter plc Annual Report and Accounts 2010 7
  • 12. Operating review continued Helping Severn Trent Water to cut costs and boost efficiency with flexible working initiative Customer challenge “The IT transformation Severn Trent Water has embarked on a ground-breaking IT has enabled a step change in our working project that will enable it to adopt flexible working practices – practices. By embracing increasing staff productivity and reducing costs. The project is new technologies we can part of the company’s business transformation programme, also improve the quality which is designed to turn it into the best water company in and delivery of customer the UK, with the lowest charges, highest standards and services, which supports great people. the company’s goal of highest standards, lowest Computacenter solution charges and great people The IT transformation extends from the datacenter to the – in other words ‘being desktop and includes new solutions for back-up, security, the best’.” storage, networking and IT management, as well as Microsoft Windows 7. The new operating system will support a Citrix Myron Hrycyk, Chief Information Officer, virtual desktop infrastructure that will enable Severn Trent Severn Trent Water Water to support home working and desk-sharing – this is crucial as the company’s new office and wider accommodation programme is designed around a mobile workforce. Results By standardising, consolidating and virtualising its infrastructure, Severn Trent will be able to reduce the total cost of ownership of IT and create a more predictable expenditure profile. It will also be able to provide a better user experience by equipping staff with the latest productivity tools and ensuring reliable access to critical applications, such as the company’s recently implemented SAP Enterprise Resource Planning system. Enable mobility Predictable expenditure 8 Computacenter plc Annual Report and Accounts 2010
  • 13. UK Together with growing the contract base, our focus on retaining and ideally, expanding Revenue our activities with existing customers, is also delivering success. For example, we £1,265.4m extended our desktop managed services agreement with AEGON – to whom we’ve been providing IT support for over 10 years, Adjusted* operating profit with a continued end-to-end infrastructure £43.3m outsource worth over £12 million for a further five years until October 2015. We have also renewed our relationship with OB10, the global e-Invoicing company, for a further Excluding the effect of the exit of trade five years. The scope of this contract, distribution in 2009, UK revenues improved worth £6 million, has been expanded to by 10.8 per cent in 2010, to £1.27 billion incorporate our multi-site datacenter offering. (2009: £1.14 billion). This increase was delivered by healthy revenue growth in both We were also successful in winning a number the product and services businesses and of new services contracts. We signed a Overview was largely attributable to the continuing new five-year, £10 million infrastructure and increasing capital expenditure of our management outsourcing contract with customers. The rate of this increase in Gatwick Airport. The scope of work includes revenue was broadly consistent over the managing two datacenters at the airport, year, without a significant revenue spike in along with 26 critical IT node rooms. the fourth quarter and no obvious increased demand driven by the VAT rate change, but The infrastructure will be monitored and certainty in this regard is impossible. managed initially, from our facility in Hatfield and in the future, from Cape Town, with an onsite support presence at the airport. The Computacenter UK’s services revenue grew by airport operator will have access to scalable and agile support models, as well as our 13.9 per cent to £380.5 million (2009: £334.0 million). offshore capability and in the future, access to ‘utility’ based computer provisioning. Waitrose, the leading high street retailer, Business review Adjusted* operating profit in the UK increased by 14.5 per cent to £43.3 awarded us a five-year support contract. million (2009: £37.8 million). This profit Under the agreement, Computacenter will growth flowed from the strong increase in provide hardware support to 269 stores, revenues, as well as some services margin covering electronic point of sale equipment, improvement. We also continue to enjoy as well as back office IT and network leverage from the cost savings made devices. The service will ensure availability in 2009. of critical devices and also deliver increased efficiency for Waitrose. SG&A in 2010 increased by £3.0 million, from the significantly reduced base in 2009. RDC, our subsidiary which provides its This increase was largely due to investment customers with secure and environmentally into our Services capability, aimed at appropriate solutions to their end-of-life improving our delivery and as would be IT equipment, once again delivered expected, higher commissions were also exceptional performance, with overall earned by our sales teams during the year. revenue up by 30.3 per cent to nearly £38.2 million (2009: £29.3 million), while Computacenter UK’s services revenue grew profits grew by 30.9 per cent. Better user by 13.9 per cent to £380.5 million (2009: To an increasing extent, IT infrastructure £334.0 million), whereas services revenues experience for the total UK market declined by 0.1 refreshes require physical cabling solutions, prior and during projects. This is evidenced Governance per cent in 2010, according to Gartner figures. Revenue performance in contractual by the 73 per cent increase in contribution services was encouraging, as anticipated, of our cabling business on the previous accelerating towards the end of the year year. A large global financial institution is as new contract wins became active. due to relocate a large number of its current Particularly pleasing was the increase in the premises across Europe, the Middle East contractual services base, as it serves as an and Africa (‘EMEA’) and Computacenter’s encouraging lead indicator for this business’ cabling team has been selected as the sole revenue into 2011 and beyond. A clear supplier of cabling installation services to all indication of the return of capital expenditure the new EMEA locations. into the market can, in part, be seen in Throughout 2010, Computacenter UK has the strong revenue growth achieved in the continued to win and deliver more critical Professional Services Business. contracts, enabling our customers to operate a resilient infrastructure and to reduce their Financial statements operating costs. These contracts increase the opportunity of retaining such customers over the longer term. Computacenter plc Annual Report and Accounts 2010 9
  • 14. Operating review continued Germany Union IT Services GmbH, as the IT services provider to the financial service company Revenue Union Investment, a leading real estate investment manager in Europe for private £1,005.8m and institutional investors, renewed the outsourcing contract with Computacenter Germany, until 2017. This end-to-end Adjusted* operating profit outsourcing contract has been expanded £20.5m to include the implementation and operation of a new and flexible IP telecommunication centre, as part of its unified communication and collaboration solution. In Germany, overall adjusted* operating profit for the year, grew by 8.8 per cent to €23.9 million (2009: €22.0 million). This result Market confidence improved substantially in the represents a strong recovery from the slow start to the year, when adjusted operating second half of the year, with IT infrastructure profit declined by 46.7 per cent, compared investment into both services and products, to the 2009 first half result. accelerating towards the end of the year, with 2010 can be viewed as a year of two halves. The expiry of some larger contracts at the a particularly strong revenue performance in end of 2009, as well as general hesitancy December 2010. in the market for capital expenditure, resulted in reduced services revenue in The integrated becom business has started the first half of 2010, although there were to deliver real value to Computacenter early signs of recovery towards the end of Germany’s overall business, especially within this period. Market confidence improved the datacenter product business, which substantially in the second half of the year, has seen much healthier activity than last with IT infrastructure investment into both year. Additionally, a close relationship with services and products accelerating towards Microsoft has contributed to Computacenter the end of the year, with a particularly strong Germany’s recent certification as a Microsoft revenue performance in December 2010. Voice Specialist, in addition to the existing For the year as a whole, in local currency certification as a Cisco Master Unified and including the acquired becom business, Communication Specialist. revenue increased by 12.2 per cent to €1,173.1 million (2009: €1,045.1 million) It is the first time in Germany that and by 6.2 per cent, excluding the becom any provider has been awarded both business which was acquired in 2009. certifications and our response to current market requirements for multi-vendor Our services contract base grew by 8.7 per communication solutions has been materially cent to €290.0 million (2009: €266.8 million). enhanced. Our overall relationship with Both new and existing customers invested Cisco continues to grow, culminating in the in high-end products combined with our award of ‘Cisco Enterprise Partner of the service offerings. Year-Europe’. We signed a three-year framework Revenue growth in the second half of 2010 agreement, valued at circa €9 million with was, in part, derived from our reorganisation Dataport, for the supply and deployment activities in the first six months. The of Cisco datacenter hardware and related managed services delivery structures were services, including consultation work and integrated into a new Managed Service maintenance provision. Factory and the product and services Intelligent workplace and communication portfolios were merged. These changes solutions also combine our product and enabled Computacenter Germany to service offerings. Volkswagen commissioned maximise its opportunities on the economic Computacenter Germany to implement rebound and even grow in excess of the the car manufacturer’s Windows 7/Office German market in 2010. 2010 strategy. The overall project lays the We are pleased with our overall performance foundation for the future workplaces at the for the year, especially as many of our senior Volkswagen Group, worldwide. staff members were focused on the design and implementation work for a smooth ERP system migration. This was achieved in early January 2011, an event which will provide lessons for the rest of the Group’s future migrations. 10 Computacenter plc Annual Report and Accounts 2010
  • 15. Greater staff productivity Overview Supporting future growth Computacenter cabling solution boosts productivity and agility for IKEA Business review Customer challenge “The cabling project had to To provide an exceptional retail experience at its 301 stores, be carried out on a busy IKEA needs to ensure its 123,000 employees have continuous building site that was not yet wind or rainproof, where access to business-critical systems and information. To dozens of other contractors safeguard connectivity, IKEA needed to equip their new head were working at the same office with a robust cabling environment and also equip their time. Computacenter still 20,000+ m² flagship store with wireless access points covering managed to ensure that our the complete surface. Governance infrastructure was ready in time and to specification.” Computacenter solution We deployed a flexible and cost-effective structured cabling Ken Struelens, environment at IKEA’s new Belgian store and office. Thanks IT Manager, to our extensive cabling experience, we were able to mitigate IKEA Belgium implementation risks and work alongside other contractors to ensure that the installation was completed on time for the store opening. Results IKEA is able to maximise data throughput at its head office and Financial statements new store, contributing to greater staff productivity and higher customer service levels. The cabling infrastructure has been scaled to support future growth in users, IT devices and access points, which increases business agility and facilitates change. A future-proofed and flexible cabling environment will also help IKEA avoid capital expenditure. Computacenter plc Annual Report and Accounts 2010 11
  • 16. Operating review continued Reduce carbon emissions by 1,239 tonnes Minimise risk £1.8 million Cost savings BAA makes cost savings of more than £1.8 million with agile virtualised datacenter Customer challenge “By virtualising our As part of its efforts to reduce operational expenditure, BAA production systems we have been able to make a is currently undergoing an IT simplification programme. The significant contribution to sale of Gatwick Airport highlighted the need for a more flexible the company’s strategic IT infrastructure, BAA decided to virtualise its production goals for IT simplification datacenters to meet both its agility and cost reduction and cost reduction while goals. With all the airport operator’s key services reliant upon achieving greater business datacenter availability, it was crucial that BAA could minimise agility and IT performance, the risks associated with the project. which is critical to the running of BAA’s airports.” Computacenter solution BAA partnered with Computacenter to design, plan and Terry Fusco, implement a new virtual datacenter (‘VDC’) based on HP and Head of IT, VMware technologies. Computacenter assisted at every stage Heathrow, BAA of the project – from evaluating BAA’s existing datacenter environment and the best workloads to migrate to the virtual devices to testing and integration. The VDC includes in-built disaster recovery capabilities as well as network virtualisation to maximise uptime and flexibility. Results The VDC has enabled BAA to reduce its production environment by 246 servers, with spare capacity to support future growth. This has contributed to cost savings of £1.8 million. The new infrastructure will also reduce carbon emissions by 1,239 tonnes a year, minimise risk and enable greater business agility. 12 Computacenter plc Annual Report and Accounts 2010
  • 17. France Towards the end of 2010, we won a four- year product supply contract with SAE, Revenue the Government Purchasing Agency led by the Minister of Finance. EDF, a major £359.6m energy utilities company, has also awarded Computacenter France a three-year global software licensing contract with Operating profit two extension options of one year each. +£1.0m Our services business in 2010 grew at a slower rate than in 2009. However, while no significant existing contracts Computacenter France delivered an were lost during 2010, we experienced operating profit of €1.2 million (2009: a natural erosion of revenue from older operating loss €3.1 million), flattered to the maintenance contracts and new wins had extent of €1.0 million, when compared to not yet started contributing revenue. This 2009, by a change in classification of certain resulted in a margin decline of 0.1 per cent French tax expenses, from administration in local currency, in contractual services. Overview expenses in 2009, to income tax expense Encouraging though was the 15.3 per cent in 2010. growth in professional services revenue, which should be a natural consequence of We achieved strong revenue growth, strong product revenue growth, but which materially outperforming the French market, has not previously been realised in France, with reported revenue increasing by 16.9 per to this extent. cent to €419.4 million (2009: €358.7 million). Although both services and product revenue SG&A expenses were held flat through growth outperformed their respective effective controls and external costs were markets, product revenue grew by an reduced sufficiently, to allow for investment in impressive 19.7 per cent, whilst services enhancing and up-skilling our salesforce. We revenue growth was lower, at 4.6 per cent. rolled out an opportunity management tool Services now represent 16.5 per cent (2009: to enhance potential customer engagement 18.4 per cent) of the total business. across the Company and we created a sales specialist team to provide technical support Business review to the salesforce. We achieved strong revenue growth, materially Additionally, we comprehensively reviewed outperforming the French market, with reported the salesforce incentivisation mechanisms, revenue increasing by 16.9 per cent to €419.4 million resulting in changes to individual targets and other incentive structures. Whilst this (2009: €358.7 million). investment was aimed at sales acceleration into 2011 and beyond, there have been Product growth resulted mainly from clear signs of early successes, making us increased higher-end enterprise and confident of further organic growth and software sales. Enterprise revenue growth profitability in 2011. In addition, the proposed in the year, by 53 per cent, was partly due acquisition of Top Info, subject to approval to the success in up-scaling our enterprise by the French Competition Authority, service offerings. The French Army, an is anticipated to deliver further revenue existing customer, additionally awarded us enhancement in 2011. a comprehensive hardware supply contract to support their storage consolidation and virtualisation project, from conception to roll-out and training, which supply is due to continue through 2011. There was further evidence of encouraging growth Governance in enterprise sales in the product supply contract win for the virtualised workplace environment of Europ Assistance, a major international provider of insurance and assurance services. Financial statements Computacenter plc Annual Report and Accounts 2010 13
  • 18. Operating review continued Benelux In recognising the business needs of our local customers, we integrated our Revenue Luxembourg team structure into the German organisation, effective from 1 January 2011. £45.6m Going forward, performance of the Belgium and Netherlands based businesses will be reported separately from the Luxembourg Operating loss business, the latter which will be reported as -£0.4m part of the German business performance. Outlook statement The Benelux operation showed an adjusted We believe that 2011, as a whole, will operating loss of €0.46 million in 2010 be a year of continuing improvement (2009: loss of €0.85 million), resulting from for Computacenter’s performance. As we an operating profit for Belgium and the state every year, it is always a challenge Netherlands of €0.49 million (2009: loss drawing any meaningful conclusions of €0.45 million) and an operating loss for about the new financial year until we have Luxembourg of € 0.95 million (2009: loss completed at least the first quarter. This year, of €0.39 million). drawing conclusions from comparisons with The business in Belgium and the prior first quarter results, will be particularly Netherlands delivered significantly increased difficult. In the first quarter of 2010 in the revenue, up by 90.8 per cent to €49.6 UK, we had very buoyant market conditions million (2009: €26.0 million), largely derived and a large one-off contract, which flattered through product sales. However, a material revenue to a greater extent, than profit. This proportion of this revenue was derived from is a marked contrast to Germany, where the a single, one-off sale. Services revenues comparison is materially easier, due to their increased by 3.3 per cent to €9.6 million challenging start to 2010. (2009: €9.3 million) and our managed services business maintained a stable long- We believe that 2011, as a whole, will be term contract base. a year of continuing improvement for This business has strengthened its Computacenter’s performance. competitive position by combining its local presence with international shared services facilities for licensing, service desk and Looking further ahead, we believe there datacenter activities. This has allowed the are a number of growth drivers which business to compete for and win, major Computacenter will be able to take product and licensing contracts, as is advantage of. End user demand for new evidenced by a €10.2 million datacenter technology is driving the requirement for project to a high profile wireless technology investment in corporate IT infrastructure, provider, as well as a licensing contract with helped by economic improvement within a market leader in the field of local search our customers’ markets. Our services and advertising, valued at circa €1.2 million. marketplace continues to grow, albeit at a modest pace, but we feel increasingly Continued investment into our Professional confident about our ability to continue to Services offering enabled some project outperform the market. This reflects our contract wins in the fields of unified customers’ desire not to outsource to a IP communications; for example, a single supplier, but to ‘smart source’ best of €0.14 million VOIP project for the Red breed suppliers, playing to Computacenter’s Cross Flanders, as well as in Microsoft strengths. We believe that these growth technologies, as evidenced by a €0.12 drivers, coupled with the opportunity to million MS System Center project for De further reduce our operating cost over time Lijn, a regional public transport provider. due to our investment in systems, will enable Additionally, a datacenter technology related Computacenter to continue our earnings contract, for storage implementation, with momentum. a value of €0.23 million was awarded by Pentair Europe, a leading provider of water solutions and related technical products. In Luxembourg, a restructuring project, at a cost to the profit and loss account of circa €0.48 million, was undertaken to reduce the future cost base significantly and to Mike Norris enhance focus on growing the long-term Chief Executive managed services contract base. An early success, in this context, is evident from *Adjusted profit before tax and EPS is stated prior to having been awarded a two-year contract, amortisation of acquired intangibles and exceptional valued at €0.47 million, by Enovos, a gas items. Adjusted operating profit is also stated after and electricity utilities company. charging finance costs on CSF. 14 Computacenter plc Annual Report and Accounts 2010
  • 19. Computacenter helps Best Buy UK open new stores on time with repeatable IT solution Customer challenge “By creating a repeatable Overview Best Buy Europe is a joint venture between The Carphone and reliable yet Warehouse and the US-based electronics retailer Best Buy customisable approach for implementing IT at our Co. Inc, and is designed to make it easier for consumers to new stores, we are able purchase technology. To meet its growth aspirations, Best to respond more quickly Buy UK needed to launch its first ‘big-box’ stores in a short to customer demand timeframe. Technology is fundamental to successful day-to-day and market changes.” retail operations and must be provisioned to a high standard with transparent costs from the outset. Trevor Lynch, Head of IT, Computacenter solution Best Buy UK We developed a robust ‘new store in a box’ solution for Best Business review Buy UK, which will ensure a consistent level of IT quality and governance across its retail estate. Computacenter is responsible for provisioning, staging, configuring and installing the store infrastructure, which includes point of sale devices, desktops, printers, cabling, network connections and servers. We are also providing ongoing support under a three-year contract. Results By partnering with Computacenter, Best Buy UK has removed both unnecessary cost and complexity from the launch of new stores. As a result, it was able to guarantee the on-time opening of its first six UK stores in 2010. As well as delivering guaranteed costs, the Computacenter solution also supports continuous improvement. Governance ‘Store in a box’ Remove Financial statements unnecessary cost and complexity Computacenter plc Annual Report and Accounts 2010 15
  • 20. Market overview Outperforming the market Author: John Simcox, Current Analysis -0.1% Decline in value in total UK IT market in 2010 2010 was a challenging year for many organisations and companies delivering technology related products and services were not immune from it. Economic recovery, whilst -2.3% welcome, was often patchy and the onset of Government action – required to address the high levels of annual public Decline in value sector borrowing built up during the previous few years – in total mainland dampened commercial and consumer confidence. Despite this, the IT Services segment of the marketplace in which Europe IT market Computacenter operates, saw only a modest overall decline in 2010 in value, and specifically was almost flat in the UK (0.1 per cent decline) and a 2.3 per cent decline for mainland Europe* (Germany, France and Benelux). The IT industry, as a whole, is in some ways well used to dealing with a market that is declining. It is almost taken as a given that the technology product you buy today will be superseded in the near future by a new version offering more features and more performance +13.9%** at a lower price. Against this background, the sector constantly has to look at ways to create new opportunities to expand the adoption Computacenter UK services of technology, in order to grow the overall size of the market. In part, the cause of the decline in the cost of technology also creates the revenue growth in 2010 opportunity, as solutions previously thought to be too complex or expensive become both possible and affordable. +4.3%** For the IT Services sector, the impact of external events resulting in an economic downturn is not always negative. Firstly, traditional IT Computacenter mainland Services contracts are usually for a number of years and therefore, Europe services revenue the impact of any downturn in the past few years is only really growth in 2010 seen when these contracts are being renewed or new contracts negotiated – and not so much in the revenue derived from existing contracts. This does, of course, present the potential for the recessionary effect to be felt in the services sector for a number of years after the economy returns to growth. 16 Computacenter plc Annual Report and Accounts 2010
  • 21. However, dealing with and also exiting from an economic downturn IT industry to provide the necessary services in order to successfully also presents opportunities. As companies seek to respond to and securely integrate these new devices into the corporate the tougher market conditions, which challenge the potential for environment, in particular ensuring that the user experience maintaining – let alone growing – revenue, they look at ways of of the device is retained. operating more efficiently and reducing costs, so that they can maintain or even grow profitability. The provision of IT, along with In 2010, the corporate sector began the wholesale adoption of changes in the way that IT is used by the business, are often Microsoft Windows 7; it is to be expected that this will continue amongst the ways in which companies look to make efficiencies. to gather pace in 2011, especially as Microsoft encourages As such, there is the real potential for any reduction in the value organisations to move away from its older Windows XP and of contracts to be more than offset by the decision to increase Windows Vista products. This change in operating system, along the utilisation of IT within the organisation. Figures from a number with the availability of Microsoft Office 2010, will act as a catalyst of research agencies support this with the market seeing a slight for the refreshing of hardware and other software being used downturn in 2010, but returning to growth, albeit modest, in 2011. across the customer base. For many IT service organisations, Overview especially those with product related divisions, this presents a further revenue opportunity. Cloud computing brings to an end the claim of smaller enterprises that The public sector, regardless of country, has always been a significant part of the IT marketplace. As with the commercial world, outsourcing is not for them, because 2010 was a year in which expenditure by the public sector on IT they are too small. came under the microscope, with projects re-examined to determine whether they offered value for money. The change of Government in One area that is expected to see a lot of attention in 2011 and the UK made this re-appraisal process more acute than some other beyond, is cloud computing. Much hyped for a number of years, European countries, although countries in the Eurozone had their the market is now starting to see real traction and that can be own public finance issues to contend with, but the outcome was expected to grow significantly in the future. The cloud computing broadly similar: IT expenditure closely reviewed and in some cases, marketplace is itself very diverse with a variety of options open to contracts cancelled or renegotiated. As with the private sector, IT in the customer, whether ‘Public’: enabling customers to access a the public sector can also be an enabler to drive efficiency and, as (usually shared) facility provided by the supplier; or ‘Private’ where such, it is to be expected that in the coming year there will be new opportunities for IT companies to engage with the public sector. Business review the facility is dedicated to one customer and (often) on the customer’s premises – where it is managed and operated by the In the UK, there are some specific initiatives that have the potential chosen supplier. Within the cloud environment, the customer can to change the supplier landscape for the public sector. There is a access and use applications on a simple ‘pay as you use’ basis or stated intention to open up the market to companies other than the alternatively, obtain the core IT infrastructure upon which to place few very large IT companies dominating the sector today. To date, and run bespoke applications. IT projects undertaken by central Government have tended to be Cloud computing brings to an end the claim of smaller enterprises of such a scale that only the very largest players have the scale of that outsourcing is not for them, because they are too small. For operation to be considered as suppliers. Highly publicised project many, cloud computing provides a very cost effective and highly failures have illustrated that even these large companies may not flexible solution for meeting the changing IT needs of smaller necessarily provide the answer. Going forward, it is expected that organisations. The flexibility that the customers crave from adopting large Government projects will be made more modular in scope and cloud-based solutions does have an impact on the supplier sector thus accessible to smaller companies, who often have the innovative in that the revenue stability that the industry has enjoyed due to ideas that really make a difference. the long-term nature of the contracts will not be there, increasing suppliers’ exposure to economic fluctuations. In the UK there are some specific It would be wrong to imply that the whole market is moving to initiatives that have the potential to cloud-based solutions and that the days of companies buying change the supplier landscape for hardware, software and the associated implementation and maintenance services are finished. Organisations, even those the public sector. Governance who have adopted cloud-based services, will continue to invest in hardware and software as well. The challenge for the IT industry The UK Government is also expected to establish its own cloud is that there continues to be price erosion, especially when it relates computing environment (often referred to as ’G-Cloud’), in order to to CPU performance and storage capacity. If therefore, a company encourage sharing of applications currently used by one department is to grow (or even simply maintain) its revenues in this area it needs across other departments – rather than individual departments to be able to also offer a range of quality product related services. incurring the cost of developing solutions that have already been It would also be wrong to suggest that the product related developed and deployed elsewhere. There is also the potential within market had become stagnant as a result of the economic issues. G-Cloud for access to ‘off the shelf’ applications to be made widely Organisations will continue to refresh their equipment base, as available to Government employees. Assuming these initiatives come failure to do so could have serious consequences for the operational to fruition, it will significantly alter the interaction between Government efficiency of the business and its ability to capitalise on the latest and the IT industry. software availability. Whilst 2011 will no doubt prove to be a commercially challenging year for all companies, there is real cause to believe that the IT One area that is seeing significant industry, especially those active in the services sector of the industry, Financial statements interest at present is what could will see significant opportunities to grow their business and offset any declines in the more traditional parts of their organisation. However, be termed the consumerisation the IT services industry will also need to adapt and embrace new of corporate IT. technology itself, in much the same way as it is encouraging its customers to do, in order to better service their customers and One area that is seeing significant interest at present is what could grow profitability. be termed ’the consumerisation of corporate IT’. With the advances seen in the capabilities of devices such as smartphones and tablet * Source Gartner figures. based computing devices, which were primarily developed for the ** Figures provided in constant currency. consumer market, increasingly, corporate IT departments are being required to support and even integrate these devices into the IT real estate. This again presents a commercial opportunity for the Computacenter plc Annual Report and Accounts 2010 17
  • 22. Finance Director’s review The net funds (excluding CSF) improved from £86.4 million to £139.4 million by the end of the year. Turnover and profitability Adjusted operating profit In 2010, Computacenter Group delivered a strong turnover and Statutory operating profit increased from £52.1 million to profit, across all our main geographies with revenue growth in all £65.9 million. However, management measure the Group’s operating business lines. Our 2009 revenues included £84.6 million from the performance using adjusted operating profit, which is stated prior trade distribution (‘CCD’) business in the UK, which was disposed to amortisation of acquired intangibles, exceptional items and the in 2009. Excluding CCD, turnover increased by 10.7 per cent, with transfer of internal ERP implementation costs and after charging product revenues increasing by 12.5 per cent and service revenues finance costs on customer specific financing (‘CSF’) for which the increasing by 6.5 per cent. Group receives regular rental income. Gross profit is also adjusted to take account of CSF finance costs. The reconciliation of statutory This growth was partially achieved due to the impact of the to adjusted results is further explained in the segmental reporting acquisitions of becom and Thesaurus, which were both made note (note 3) to the financial statements. in November 2009, offset by a small dilution in growth due to movements in currency. The like-for-like turnover growth, which UK excludes currency fluctuations, the CCD disposal and the impact UK revenues, excluding the CCD disposal, grew strongly in 2010 of acquisitions, was 10.3 per cent. On this measure, product by 10.8 per cent overall. Product sales increased by 9.5 per cent revenue growth was 11.4 per cent, and services growth 7.7 per and services revenues also increased by 13.9 per cent. Revenue cent. The turnover growth reflects the strong rebound in corporate decline in the government sector was more than offset by growth infrastructure spending in 2010 across UK, Germany and France. in other sectors, particularly financial services. Adjusted gross profit margin moved from 14.8 per cent to 15.0 per cent with the loss of Adjusted profit before tax improved by 21.8 per cent from low margin CCD revenues replaced by higher revenues on corporate £54.2 million to £66.1 million, albeit £0.9 million of this improvement product sales. is generated from a change in classification of certain French tax expenses from administration expenses in 2009 to income tax At a headline level, adjusted operating expenses (‘SG&A’) increased expense in 2010. Without this classification change, adjusted by £3.0 million as reported. However, we incurred operating profit before tax increased by 20.1 per cent. expenses of £3.5 million in 2009 in the CCD business. Following the cost reductions realised in 2009, the UK business entered into After taking account of exceptional items, in 2009, and amortisation certain targeted SG&A investments to improve efficiency, repeatability of acquired intangibles, statutory profit before tax increased by and industrialisation of our service operations function. 35.1 per cent from £48.4 million to £65.4 million. 18 Computacenter plc Annual Report and Accounts 2010
  • 23. Table 1 Group revenues £m Half 1 Half 2 Total 2008 1,250.3 1,309.8 2,560.1 2009 1,222.2 1,281.0 2,503.2 2010 1,288.8 1,387.7 2,676.5 2010/09 5.4% 8.3% 6.9% Table 2 Adjusted profit before tax £m Half 1 % Half 2 % Total % Overview 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% 2010 21.2 1.7% 44.9 3.2% 66.1 2.5% 2010/09 16.6% 24.5% 21.8% Table 3 Revenues by country £m 2010 2009 Half 1 Half 2 Half 1 Half 2 UK 651.9 613.5 624.9 602.0 Germany 455.8 550.0 433.3 497.4 France 164.2 195.4 151.1 168.3 Benelux 16.9 28.8 12.9 13.3 Business review Total 1,288.8 1,387.7 1,222.2 1,281.0 Germany The operating result turned around from a loss of £2.7 million in 2009 Revenue, as reported, grew in 2010 by 8.1 per cent to £1,005.8 to an operating profit of £1.0 million in 2010. This is a particularly million (2009: £930.7 million), although approximately £54.3 million pleasing performance, being the first time our French business has (or 72.3 per cent) of the growth can be attributed to the acquisition generated an operating profit since 2001. of becom Informationsysteme GmbH (‘becom’). Benelux In local currency, revenue grew by 12.2 per cent, with product and Reported revenue increased by 74.0 per cent to £45.6 million services revenues increasing by 16.8 per cent and 4.1 per cent (2009: £26.2 million), translating to an increase of 80.8 per cent respectively. The adjusted gross profit percentage for Germany as in local currency. In local currency, product revenue increased by a whole decreased from 13.4 per cent to 13.1 per cent of sales, 130.5 per cent whilst service revenue grew more modestly by due to a higher product revenue mix. 6.2 per cent. This is driven by a large product win during 2010 in Belgium and the Netherlands, that is not expected to be Governance SG&A increased by £6.2 million to £111.0 million (2009: £104.8 repeated in 2011. million), albeit excluding the SG&A increase associated with the acquisition of becom and taking into account the effects of currency, Our business in Belgium returned to profitability in 2010, reporting an the like-for-like SG&A growth is 2.6 per cent. operating profit of £0.4 million (2009: operating loss of £0.4 million). The business in Luxembourg however, was once again loss-making, France and as a consequence we incurred £0.4 million of redundancy costs The rebound in revenue was most pronounced in France, with revenue within an operating loss of £0.8 million (2009: £0.4 million). From increasing by 12.6 per cent or 16.9 per cent in local currency. 2011, the Luxembourg business will be managed and reported Product revenue increased by 19.7 per cent in local currency mainly through our German business and going forward, will form part due to a relatively buoyant product market and strong growth in of the German geographical segment. the enterprise product sector. Following two years of double digit The operating loss generated in the Benelux segment was therefore growth, services revenue grew by a more modest 4.6 per cent, with £0.4 million (2009: £0.8 million). professional services up 15.3 per cent and managed services down by 0.1 per cent in local currency. Exceptional items Financial statements Following exceptional items of £5.3 million in 2009, no exceptional Due to the high product sales growth, gross profit percentage items were recorded during 2010. Further details of the prior year reduced from 11.7 per cent to 10.5 per cent. This led to an exceptional items are provided in note 5 to the financial statements. overall gross profit increase of £0.4 million, with SG&A down by £3.3 million. The operating profit is flattered by the change in the Finance income and costs basis of the calculation of certain tax payments. In 2010, £0.9 million Net finance costs on a statutory basis reduced from £3.7 million in has been charged in income tax expense that in previous periods 2009 to £0.5 million in 2010. This takes account of finance costs was classified within administration expenses. on CSF of £2.1 million (2009: £4.0 million). On an adjusted basis, prior to the interest on CSF, net finance income recovered from £0.3 million in 2009 to £1.6 million in 2010, mainly due to the significant improvement in net funds. Computacenter plc Annual Report and Accounts 2010 19
  • 24. Finance Director’s review continued Table 4 Adjusted operating profit by country £m 2010 Half 1 % Half 2 % UK 18.1 2.8% 25.2 4.1% Germany 3.7 0.8% 16.8 3.0% France (1.2) (0.7%) 2.2 1.1% Benelux (0.0) (0.1%) (0.4) (1.4%) Total 20.6 1.6% 43.8 3.2% 2009 Half 1 % Half 2 % UK 12.6 2.0% 25.2 4.2% 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% Taxation The net funds (excluding CSF) improved from £86.4 million to The effective adjusted tax rate for 2010 was 23.1 per cent (2009: £139.4 million by the end of the year. The Group has a history of 22.6 per cent). The Group’s tax rate continues to benefit from losses strong cash generation. However, the increase in 2010 was unusual, utilised on earnings in Germany and will benefit from the reducing given the increase in product revenues, due to a number of factors. corporation tax rate in the UK. Firstly, following the exit from the CCD business in the UK in late 2009, the UK increased the mix of its purchases via distributors, Deferred tax assets of £11.3 million (2009: £11.4 million) have been resulting in lower stock holdings and increased creditor payment recognised in respect of losses carried forward. In addition, at 31 terms. Secondly the Group continued to benefit from the extension December 2010, there were unused tax losses across the Group of of a temporary improvement in credit terms with a significant vendor, £171.2 million (2009: £188.1 million) for which no deferred tax asset equivalent to £38 million at 31 December 2010, an increase of has been recognised. Of these losses, £99.4 million (2009: £111.1 approximately £8 million over the course of the year. These terms million) arise in Germany, albeit a significant proportion have been will continue until at least 30 June 2011. generated in statutory entities that no longer have significant levels of trade. The remaining unrecognised tax losses relate to other loss- These factors combined to generate a £21.4 million working capital making overseas subsidiaries. inflow, despite a 7.1 per cent increase in product sales compared to 2009. This, together with the post tax earnings in the period of £50.3 Earnings per share and dividend million, improved the cash position, by over £50 million in the year, The adjusted* diluted earnings per share has increased in line with despite continued investment in the ERP system, investment in our profit growth by 19.1 per cent from 27.7 pence in 2009 to 33.0 datacenters and dividends of £17.0 million paid. pence in 2010. The statutory diluted earnings per share growth of 30.9 per cent takes into account exceptional items reported in 2009. Whilst the increase in net cash in the year is particularly strong, changes in future periods are more likely to be in line with the The Board is recommending a final dividend of 9.7 pence underlying earnings of the business, except if the improvement per share, bringing the total dividend for the year to 13.2 pence in credit terms with a significant vendor is reversed. (2009: 11.0 pence). This will be payable on 10 June 2011 to registered shareholders as at 13 May 2011. CSF reduced in the year from £49.1 million to £28.4 million, partially due to a decision to restrict this form of financing in the light of the Cash flow credit environment and reduced customer demand. Taking CSF into The Group’s trading net funds position takes account of factor account, total net cash at the end of the year was £111.0 million, financing, but excludes CSF. There is an adjusted cash flow compared to £37.3 million at the start of the year. statement provided in note 29 that restates the statutory cash flow to take account of this definition. 20 Computacenter plc Annual Report and Accounts 2010
  • 25. Customer specific financing The Group manages its counterparty risk by placing cash on deposit In certain circumstances, the Group enters into customer contracts across a panel of reputable banking institutions, with no more than that are financed by leases or loans. The leases are secured only on £50.0 million deposited at any one time except for UK Government the assets that they finance. Whilst the outstanding balance of CSF backed counterparties where the limit is £70.0 million. is included within the net funds for statutory reporting purposes, the Group excludes CSF when managing the net funds of the CSF facilities are committed. business, as this CSF is matched by contracted future receipts Foreign currency risk from customers. The Group operates primarily in the UK, Germany, France, and the Whilst CSF is repaid through future customer receipts, ‘Benelux’ countries, using local borrowings to fund its operations Computacenter retains the credit risk on these customers and outside of the UK, where principal receipts and payments are ensures that credit risk is only taken on customers with a strong denominated in Euros. In each country a small proportion of the sales credit rating. are made to customers outside those countries. For those countries Overview within the Eurozone, the level of non-Euro denominated sales is The committed CSF financing facilities are thus outside of the normal very small and if material, the Group’s policy is to eliminate currency working capital requirements of the Group’s product resale and exposure through forward currency contracts. For the UK, the vast service activities. majority of sales and purchases are denominated in Sterling and Capital Management any material trading exposures are eliminated through forward Details of the Group’s capital management policies are included currency contracts. within note 25 of the financial statements. Credit risk Financial instruments The Group principally manages credit risk through management of The Group’s financial instruments comprise borrowings, cash customer credit limits. The credit limits are set for each customer and liquid resources and various items that arise directly from its based on the creditworthiness of the customer and the anticipated operations. The Group occasionally enters into hedging transactions, levels of business activity. These limits are initially determined when the principally forward exchange contracts or currency swaps. The customer account is first set up and are regularly monitored thereafter. purpose of these transactions is to manage currency risks arising In France, credit risk is mitigated through a credit insurance policy from the Group’s operations and its sources of finance. The which applies to non-Government customers and provides insurance Business review Group’s policy remains that no trading in financial instruments for approximately 50 per cent of the relevant credit risk exposure. shall be undertaken. There are no significant concentrations of credit risk within the The main risks arising from the Group’s financial instruments are Group. The Group’s major customer, disclosed in note 3 to the interest rate, liquidity and foreign currency risks. The overall financial financial statements, consists of entities under the control of the UK instruments strategy is to manage these risks in order to minimise Government. The maximum credit risk exposure relating to financial their impact on the financial results of the Group. The policies for assets is represented by carrying value as at the balance sheet date. managing each of these risks are set out below. Further disclosures in line with the requirements of IFRS 7 are included in note 24 of Events after the balance sheet date the accounts. On 15 February 2011, the Group announced its agreement to acquire TOP Info SAS and its subsidiaries (‘Top Info’), an information Interest rate risk technology reseller of hardware, software and services based in The Group finances its operations through a mixture of retained Paris, France. The acquisition is still subject to competition clearance profits, bank borrowings, invoice factoring in France and the UK and in France, with the closing date not expected before the end of finance leases and loans for certain customer contracts. The Group’s March 2011. The expected consideration totals €21 million payable bank borrowings, other facilities and deposits are at floating rates. No on the closing date with an additional €1 million dependent upon the interest rate derivative contracts have been entered into. When long- performance of Top Info in the period to 31 December 2011. The term borrowings are utilised, the Group’s policy is to maintain these management and exercise of control over Top Info will not pass to borrowings at fixed rates to limit the Group’s exposure to interest Computacenter until the closing date. rate fluctuations. Going concern As disclosed in the Directors’ Report, the Directors have a reasonable Governance Liquidity risk expectation that the Group has adequate resources to continue its The Group’s policy is to ensure that it has sufficient funding and operations for the foreseeable future. Accordingly they continue committed bank facilities in place to meet any foreseeable peak in to adopt the going concern basis in preparing the consolidated borrowing requirements. The Group’s net funds position improved financial statements. substantially during 2010, and at the year-end was £139.4 million excluding CSF, and £111.0 million including CSF. Due to strong cash generation over the past three years, the Group is now in a position where it can finance its requirements from its cash balance. As a result, the Group has not renewed a number of overdraft and factoring facilities during 2010, and consequently the uncommitted overdraft and factoring facilities available to the Tony Conophy Group has reduced to £15.5 million at 31 December 2010 Finance Director (2009: £100.3 million). 9 March 2011 Financial statements At 31 December 2010, the Group still has access to a £60.0 million three-year committed facility established in May 2008, of which £43.5 million (2009: £42.9 million) is not utilised at the balance sheet date. This facility is due to expire in May 2011, and is not expected to be renewed. Computacenter plc Annual Report and Accounts 2010 21
  • 26. Risk management Protecting our business Strategic objectives Accelerating Reducing cost the growth of through increased our contractual efficiency and services industrialisation business of our service operations Principal risks Our offerings transpire to be uncompetitive within the market or an unforeseen technology There is an absence of appropriate investment into automated tools and other efficiency shift occurs where the market develops measures, which effectively fails to reduce appetite for different equipment and solutions the need for manual intervention activity to those offered. or a suitable return on these investments We potentially do not dedicate correct levels is not realised. of resource to satisfy our customers’ varying needs for innovation. Our growth aspirations are impacted by the economic climate and with a certain level of uncertainty about a full return to economic stability in the short-term; there is the potential for reduced capital expenditure from customers. Principal mitigations We formally review all lost bids and most won bids to ensure that we keep abreast of The industrialisation and investment review board convenes monthly and monitors the customer expectation from their IT services return on investment as well as the planned and solutions partner. We formally review our KPI improvements. internal service providers against price points and benchmarked service quality standards. We launched a Customer Value Scorecard to identify our larger customers’ innovation needs and we are currently implementing the ‘continual improvement framework’ to detect where innovation needs are arising. We operate within different economies that are affected differently at different times. We also believe that our offerings are targeted specifically towards being beneficial to our customers who are looking to reduce costs. 22 Computacenter plc Annual Report and Accounts 2010
  • 27. Computacenter’s Group Risk Department facilitates a process Safeguards already in place and further required mitigations for each through which the Group’s most senior management team identified risk are included in the risk logs, together with the owners identify all the significant risks posed to the strategic goals. During of the risks. The frequencies for reviewing the effectiveness of the 2010, the Strategic Risk Profiling Project (‘SRPP’), or ‘top-down’ safeguards, as well as the date by which mitigation plans need to risk identification, was additionally facilitated by an external risk be progressed, are added to complete the risk plans. consultancy and the result of this exercise was adopted by the Board and shared with all the business unit leaders across the Group. The Group Risk Committee, chaired by the Chief Executive, convenes quarterly to review progress against the risk plans. The annual ‘bottom-up’ risk assessment process involves all Additionally, the Committee considers any new risks of potential business unit leaders across the Group, to identify and prioritise, in significance which may be added to the appropriate risk log and accordance with a pre-approved risk matrix of severity and likelihood for which a risk plan is required. values, those risks posed to the objectives and targets set for their individual business units. The output of this process presents a risk footprint for each business unit, as well as, a collated top risks log for the Group, which is compared to the SRPP log. Overview Maximising the Growing our Ensuring the return on working profit margin successful capital and freeing through increased implementation working capital services and high- of the Group-wide where not end product sales ERP system optimally used Business review Following significant progress over the last Our sales teams do not focus on our defined With a project of this scale, there is the years in freeing working capital through the propositions and target market, resulting in potential that during early transition operational disposal of the distribution business, as well ‘over-promising’ on the scope of services issues could occur which may impact on as other working capital optimisation initiatives, offered to new customers or making customer service levels and ultimately, overall a material increase in working capital demand non-standard offerings during the life of a financial performance of the Company. could harm further progress in this regard. contract, resulting in margin erosion, customer After the ERP system is embedded there dissatisfaction or delays in the initial phases is the potential that the full return on this of the contract. investment is not realised. Our vendor partners compete in the high- end sales environment and approach our customers directly. There is continued focus on strict cost control Governance boards and a tool through The transition of the various systems have and in future, the ERP system will facilitate which all relevant parties have to engage, been phased over a period of circa three a common approach to working capital aim to prevent any non-standard offerings. years, with the other countries providing management, across the Group, through All change management will be reviewed by back-up support to the transitioning country. best practice and other working capital a governance board and if material, the same Lessons learnt from the early 2011 transition Governance control adoption. approval process as for new contracts will in Germany will be deployed in the UK be initiated. and France. Senior management work very closely with Return on investment plans have been our leading vendor partners and customers developed and will be built into the internal in order to continually promote and protect the governance structure at all relevant levels value we bring to the sale. Computacenter’s and targets have already been added to customers demand optimisation of their senior management pay plans. IT infrastructures and to this end, vendor independent solutions are imperative. Financial statements Computacenter plc Annual Report and Accounts 2010 23
  • 28. Corporate Sustainable Development (CSD) Acting responsibly Computacenter recognises that its people and the societies and Human rights environment within which we operate are integral contributors to 1. Support and respect the internationally proclaimed delivering value and supporting our key strategic aspirations. Whilst human rights we pride ourselves on the provision of technologically advanced information solutions, we recognise that our business occurs within Human rights a wider community including employees, shareholders, customers, 2010 objectives and achievements – SI not formalised suppliers, business partners and the natural environment as a whole. • Maintain human rights awareness through the Company’s ‘Principles of Employee Behaviour’ In 2007, the Group committed itself to the 10 core principles of the ✓ All human rights related policies across the Group have been United Nations Global Compact (‘UNGC’), aimed at demonstrating reviewed and made available to new starters through an employee ethical, environmental and social responsibility towards our own handbook, new employment contracts and/or the intranet. Training workforce and in our business interaction within each community remains available to all and country we operate. In 2009, the Group published its first • France’s HR team will improve the recruitment of minority groups Communication on Progress (‘CoP’) on the UNGC website, followed ✓ Various initiatives in France have resulted in 30 per cent more by our second CoP in April 2010. Additionally, the Group retains seniors in full time equivalent (‘FTE’) employ and circa 47 per cent its membership to the FTSE4Good Index Series. The Group’s CSD more disabled in FTE employment than in 2009 Policy is annually reviewed by the highest governance structure, the Group Board. 2011 objectives • Maintain human rights awareness through the Company’s Integral to this commitment, we strive to incorporate the UNGC and ‘Principles of Employee Behaviour’ its principles into our strategy, culture and day-to-day operations. • Germany will launch a comprehensive life balance awareness We do this through the development, communication and programme, the LEO programme, aimed at engaging employees implementation of relevant policies to manage and monitor our within the second half of their careers, as well as young progress towards these principles. Since our commitment to the professionals core principles, we have adopted and revised a number of policies and procedures across the Group. Health and Safety 2010 objective and achievements – SI’s = AIR and AFR We support public accountability and will publish, as part of our • Maintain the Accident Incident Rate (AIR) at below 2.5 and the annual Business Review, a Report on Progress. We are also Accident Frequency rate (AFR) at below 1.0 communicating our sustainability efforts and achievements with ✓ In the UK, the average AIR improved to 0.61 (2009: 0.69) and the all our shareholders in the Annual Report and Accounts, as well as average AFR improved to 0.34 (2009: 0.39) our Company website. We believe that what is not measured is ✓ In Germany, the average AIR increased to 1.53 (2009: 1.44) and not effectively managed and in line with this, we are endeavouring the average AFR declined to 0.86 (2009: 0.80) to identify at least one standard indicator (‘SI’), as recognised by the ✓ In France, the average AIR increased to 1.40 (2009: 1.30) and the Global Reporting Initiative (‘GRI’), per core principle. In this regard, average AFR declined to 0.78 (2009: 0.76) we have made progress, but there remains more work to be done over the next years. 2011 objectives • Maintain the AIR and the AFR at 2.5 and 1.0 respectively and Computacenter will seek to collaborate with and encourage our retain BS OHSAS 18001 and UVDB certifications suppliers, contractors and customers to operate in a similar socially • The marginal decline in the accident rates in Germany and France responsible manner, as guided by the UNGC ten principles. We have been identified as being due to road accidents, stress and have already secured support from the majority of our suppliers and back strain. In France, the MASE Health and Safety management contractors, but we acknowledge that this will be an ongoing task. system has been launched and the objective is to progress the action plan towards certification in 2012. Stress prevention and road safety awareness training will be undertaken in both Germany and France, with back safety training to be provided to all employees in Germany AIR – Number of accidents per 1,000 employees. AFR – Number of accidents per 100,000 working hours. Health and Safety Group average AIR Mike Norris Chief Executive Officer 2007 2.27 2008 1.97 2009 1.14 2010 1.18 24 Computacenter plc Annual Report and Accounts 2010
  • 29. 2. Ensure that the Group is not complicit in human rights abuses Computacenter recognises that its people and the societies and 2010 objectives and achievements – SI yet to be formalised. • Amend the questionnaire to incorporate requirements of the environment within which we operate Anti-Bribery Bill and to include questions on diversity are integral contributors to delivering ✓ The Supplier Assessment questionnaire has been reviewed to specifically address matters of diversity and anti-bribery and all key value and supporting our key strategic and new vendors are required to complete the questionnaire. An aspirations. on-line version of the questionnaire has been launched to facilitate ease of completion • Select supplier audits will be conducted in France, in order to verify 4. Eliminate all forms of forced and compulsory labour sustainable development conformance levels and these activities Overview will be monitored quarterly by utilising the GRI scorecard 2010 objectives and achievements – SI to be formalised. ✓ Initial conformance verification audits have commenced in France, • Maintain current status and reassess vendor conformance, but GRI scorecard measurement postponed through the completion of a questionnaire to be revised during 2010 2011 objectives ✓ The Supplier Assessment questionnaire has been reviewed to • Maintain key and new vendor assessments through the specifically address matters of diversity and anti-bribery and all key questionnaire and monitoring of the returns and new vendors are required to complete the questionnaire. An • In France, the target is to directly interact with 100 suppliers on-line version of the questionnaire has been launched in France to verify returned questionnaires and to assess a suitable GRI to facilitate ease of completion scorecard measurement for this principle ✓ The voluntary employee representation structure in Germany has Labour standards been altered to a formal Works Council in terms of the German 3. Uphold employees’ freedom of association Works Constitution Act • Select supplier audits will be conducted in France, in order to verify 2010 objectives and achievements – SI to be formalised. sustainable development conformance levels and these activities • Maintain current status and reassess vendor conformance, will be monitored quarterly by utilising the GRI scorecard Business review through the completion of a questionnaire to be revised ✓ Initial conformance verification audits have commenced in France, during 2010 but GRI scorecard measurement postponed ✓ The Supplier Assessment questionnaire has been reviewed to 2011 objectives specifically address matters of diversity and anti-bribery and all • Maintain current status and reassess vendor conformance, key and new vendors are required to complete the questionnaire. through the review of questionnaire responses An on-line version of the questionnaire has been launched in • Select supplier audits will be conducted in France, in order to verify France to facilitate ease of completion sustainable development conformance levels and these activities ✓ The voluntary employee representation structure in Germany will be monitored quarterly by utilising the GRI scorecard has been altered to a formal Works Council in terms of the German Works Constitution Act • Select supplier audits will be conducted in France, in order to verify sustainable development conformance levels and these activities will be monitored quarterly by utilising the GRI scorecard ✓ Initial conformance verification audits have commenced in France, but GRI scorecard measurement postponed 2011 objectives • Maintain current status and reassess vendor conformance, “To help deliver a better service to our through the review of questionnaire responses members and minimise environmental • Embed the new processes involved in the Works Council in Germany impact, we wanted to equip revenue- Governance generating employees and occasional home-workers with the ability to access corporate systems and data while outside the office environment. Computacenter helped us design and implement a secure and reliable mobile computing solution that supports flexible working, reduces travel, cuts carbon emissions and has enabled significant cost savings.” Martin Elsender, Technology Services – Supplier Delivery, Financial statements Nationwide Computacenter plc Annual Report and Accounts 2010 25
  • 30. Corporate Sustainable Development (CSD) continued 5. Abolish all forms of child labour Environment 7. Apply precaution to activities which can impair 2010 objectives and achievements – SI not formalised but continued the environment support for educational initiatives within the communities where we operate, will be monitored and reported. Electricity consumption at Group head office (million kWh) • Continue to develop young careers and seek assurance from 2007 2.48 all key vendors that no child labour is deployed, on behalf of the Group, in non-European geographies 2008 2.44 • Reassess vendor conformance, through the completion of the revised questionnaire 2009 2.16 ✓ The Supplier Assessment questionnaire has been reviewed and all key and new vendors are required to complete the questionnaire. 2010 2.21 An on-line version of the questionnaire has been launched in France to facilitate ease of completion 2010 objectives and achievements – SI = Group Carbon Footprint ✓ In the UK, the graduate development programme has been in million kWh repeated with 12 graduate intakes during 2010. The Handelsblatt • Reduce electricity consumption at the Group head office und Junge Carriere again presented Computacenter Germany ✗ Electricity consumption at the Hatfield location increased by circa with the Fair Company seal for the appropriate treatment of 2.2 per cent during 2010. This is due to relocation of various student interns. In France, the FTE of apprentices employed functions to Hatfield, including a service desk relocated from increased by 15.1 per cent Milton Keynes, corresponding broadly with electricity consumption reductions at the vacated locations 2011 objective ✓ New energy efficient lighting has been installed in the Hatfield car • Continue to develop young careers and seek assurance from park, which reduces the electricity used in this area by 50 per cent all key vendors that no child labour is deployed, on behalf of the • Complete a Carbon Trust accredited energy audit at the Group’s Group, in non-European geographies head office and investigate the viability of further energy reduction 6. Support equality in respect of employment and occupation strategies and eliminate all discrimination ✓ An energy audit, performed by Envido, resulted in the development of electricity reduction plans for Hatfield, detailed under the 2011 2010 objectives and achievements – SI = Increase in staff utilisation objectives of the UK Benefits@Computacenter website. ✓ The average CO2 emitted per UK fleet vehicle reduced from • Reassess vendor conformance through a follow-up circulation of 168 g/km in 2009, to 146 g/km in 2010 the revised CSD questionnaire • Achieve bronze status to the Mayor of London’s Green ✓ The Supplier Assessment questionnaire has been reviewed and all Procurement Code key and new vendors are required to complete the questionnaire. ✓ Bronze status achieved to the Mayor of London’s Green An on-line version of the questionnaire has been launched in Procurement Code France to facilitate ease of completion • A ‘safe and environmentally friendly driving’ training course to be • Progress the Investors in People improvement plan delivered to relevant staff in France ✓ Investors in People improvement plan has been collated into ✓ Approximately 69 per cent of all employees in France have separate projects, driven by various members of management, completed an environment friendly driving course with good progress achieved • Develop web conferencing utilisation in France and monitor usage • Monitor Benefits@Computacenter website utilisation through GRI Scorecard guidelines ✓ Staff utilisation of Benefits@Computacenter in the UK, has ✓ Web enabled conferencing facilities have been deployed within increased by 13 per cent and the Excellence in Action reward and France, together with five further Teleconference facilities in the recognition scheme has seen a 30 per cent increase in use UK. GRI scorecard guidelines will be considered and likely relate • France’s HR team will improve the recruitment of minority groups to minutes of use ✓ Various initiatives in France have resulted in 30 per cent more • Develop an Environment Management System in France, to seniors in FTE employment and circa 47 per cent more disabled ISO 14001 level 1 in 2010 and level 3 in 2012 in FTE employ than in 2009 ✓ France has opted to develop an environmental management 2011 objectives system aligned to the 1, 2, 3 Environmental Standards and level 1 • A work life balance intranet portal, including family support, is due to be audited for certification during February 2011 Balance@Computacenter, launched in Germany, will be expanded and its availability promoted during 2011 • The Benefits@Computacenter offering will be further promoted in the UK 26 Computacenter plc Annual Report and Accounts 2010
  • 31. 2011 objectives 9. Encourage the development of environmentally • Proceed with the installation of the Voltage Optimisation devices friendly technologies at Hatfield and monitor the projected electricity consumption 2010 objectives and achievements – SI = Proportion of customer reduction of between 7 and 10 per cent per year contract wins where ‘Green IT’ was part of the contract scope. • Proceed with the viability study for the installation of a 15 to 20 kW • Actively market the datacenter solutions wind turbine installation at Hatfield ✓ The Group has significantly expanded the availability of datacenter • Achieve certification to level 1 to the 1,2,3 Environmental facilities, in order to provide customers with an offering which Standards in France would reduce cost and their carbon exposure, to the extent where • Expand on the participation in Germany in the Volkswagen Green additional facilities are being planned Fleet programme • Continue to track customer demand for ‘Green IT’ offerings 8. Undertake initiatives to promote greater involvement ✓ In 2010, 17.71 per cent (2008: 13.75 per cent) (2009: 18.82 per in the community cent) of new contract wins included an express ‘Green IT’ scope Overview • Computacenter France will develop and launch the ‘Green IT’ 2010 objectives and achievements – SI = Track and monitor charity Advisory Services for customers fundraising activities. ✓ France has launched a ‘Green IT’ offering including IT Recycling • Maintain the current level of charity fundraising activity, with an and Print Optimisation solutions appropriate focus on local needs ✓ RDC achieved the goal of zero landfill for all waste, which ✓ Employees in the UK raised £115,000 during 2010, of which contributed to being awarded the 2010 Award for Environmental circa £40,000 was donated to the Willows Foundation, a Hatfield Excellence for Recycling Performance, by the Chartered Institution based charity. Support for the Hertfordshire Fire and Rescue of Wastes Management dogs continued as well as support for a road safety awareness campaign at local schools, called Kidsafe 2011 objectives ✓ Computacenter UK became a founding member of Herts 100, • Continue to track customer demand for ‘Green IT’ offerings a charity which enables combined support of various organisations • Computacenter France will expand on its ‘Green IT’ Advisory within the region, to reach the primary needs of the society in Services for customers, with the addition of audit and the region consulting services ✓ Computacenter France continued its support to ONG Aide Anti-corruption et Action Business review 10. Impede corruption in all its forms, including extortion • Continue to track and monitor charity fundraising activities and bribery ✓ Employees in Germany are encouraged to report their private charity efforts and such voluntary activities are logged and internally 2010 objectives and achievements – SI not yet formalised. publicised • Review the Anti-Bribery Bill requirements and revise the Business ✓ Group subsidiary and reuse and recycling specialists, RDC, was Ethics policies across the Group invited to participate as speakers at the United Nations Industrial ✓ A Group-wide Code of Conduct and a revised Business Ethics Development Organisation (‘UNIDO’) event in Vienna, in November Policy for the Group were developed, following the promulgation 2010, where the development of safe IT reuse strategies into of the UK Bribery Act in April 2010 developing countries were explored • Communicate to all the revised version of the Ethics Policies, 2011 objectives when completed • Maintain the current level of charity fundraising activity ✓ The Code of Conduct and revised Ethics Policy has been issued • Continue to track and monitor charity fundraising activities for implementation across the Group • Reassess vendor conformance, through the completion of the revised questionnaire We strive to incorporate the UNGC and ✓ The Supplier Assessment questionnaire has been reviewed to its principles into our strategy, culture specifically address matters of diversity and anti-bribery and all key and new vendors are required to complete the questionnaire. An and day-to-day operations. on-line version of the questionnaire has been launched in France to facilitate ease of completion Governance 2011 objective • Launch training and anti-bribery awareness sessions across the Group to ensure alignment to the Code of Conduct Stephen Benadé Company Secretary 9 March 2011 Financial statements Computacenter plc Annual Report and Accounts 2010 27
  • 32. Board of Directors 1 2 3 4 5 6 7 8 28 Computacenter plc Annual Report and Accounts 2010
  • 33. 1 Greg Lock 2 Mike Norris Chairman Chief Executive Greg is the Chairman of Kofax plc and a Non-Executive Director Mike Norris graduated with a degree in Computer Science and Overview of United Business Media and private technology company, Target Mathematics from East Anglia University in 1983. He joined Group. He has more than 38 years’ experience in the software and Computacenter in 1984 as a salesman in the city office. In 1986 he computer services industry, including four years as Chairman of was Computacenter’s top account manager. Following appointments SurfControl plc and from 1998 to 2000, as General Manager of IBM’s as Regional Manager for London Operations in 1988 and General Global Industrial sector. Greg also served as a member of IBM’s Manager of the Systems Division in 1992 with full sales and Worldwide Management Council and as a governor of the marketing responsibilities, he became Chief Executive in December IBM Academy of Technology. Age 63. 1994 with responsibility for all day-to-day activities and reporting channels across Computacenter. Mike also led the Company through flotation on the London Stock Exchange in 1998. Mike was awarded an Honorary Doctor of Science from Hertfordshire University in 2010. Age 49. 3 Tony Conophy 4 Peter Ogden Finance Director Non-Executive Business review Tony has been a member of the Institute of Chartered Management Peter founded Computacenter with Philip Hulme in 1981 and was Accountants since 1982. He qualified with Semperit (Ireland) Ltd Chairman of the Company until 1998, when he became a Non- and then worked for five years at Cape Industries plc. He joined Executive Director. He is Chairman of Dealogic (Holdings) plc and Computacenter in 1987 as Financial Controller, rising in 1991 to prior to founding Computacenter, he was a Managing Director of General Manager of Finance. In 1996 he was appointed Finance Morgan Stanley and Co. Age 63. and Commercial Director of Computacenter (UK) Limited with responsibility for all financial, purchasing and vendor relations activities. In March 1998 he was appointed Group Finance Director. Age 53. 5 John Ormerod 6 Philip Hulme Non-Executive Non-Executive John is the Senior Independent Director and Audit Committee Philip founded Computacenter with Peter Ogden in 1981 and Chairman of Misys plc, a Non-Executive Director and Chairman worked for the Company on a full-time basis until stepping down as of the Audit Committee of Gemalto NV, a Non-Executive Director Executive Chairman in 2001. He is a Director of Dealogic (Holdings) of ITV Plc and Deputy Chairman of Tribal Group plc. John has held plc and was previously a Vice President and Director of the Boston senior positions with Arthur Andersen and with Deloitte, where he Consulting Group. Age 62. Governance was a member of the UK Executive Committee and elected Board. Age 62. 7 Ian Lewis 8 Brian McBride Non-Executive Non-Executive Ian is Director of the University Computing Service at the University Brian was most recently Vice President and Managing Director of of Cambridge. During his career he has held a number of senior Amazon.co.uk. His early career and management development was positions, including First Vice President and Global Chief Technology at IBM, where he started and spent 12 years in sales, culminating Officer of Merrill Lynch’s Investment Banking and Sales division and in the appointment as Director of UNIX Marketing for IBM Europe. Financial statements Global CTO at Dresdner Kleinwort Wasserstein Investment Banking. Brian has had broad non-executive experience, having served as Age 50. Chairman of the Remuneration Committee and SID of S3 PLC, NED at Celtic Football Club PLC and Chairman of Virgin Mobile. Age 55. Computacenter plc Annual Report and Accounts 2010 29
  • 34. 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/ukcgcode.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 2010 (‘the year’). The Board confirms that, save as detailed below, the Company has complied with section one of the Code throughout the financial year. During 2011, the Board will consider the requirements as set out in the revised UK Corporate Governance Code published in June 2010, including annual re-election of the Directors and external board evaluation. Board of Directors Composition At 31 December 2010 the Board consisted of Greg Lock (Chairman); two Executive Directors, Mike Norris and Tony Conophy; and four Non-Executive Directors: Philip Hulme, Ian Lewis, Peter Ogden, John Ormerod. Cliff Preddy stepped down from the Board at the conclusion of the Annual General Meeting (AGM) held on 14 May 2010. Brian McBride was appointed to the Board as Non- Executive Director on 10 January 2011. 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 29. The Board considers that Greg Lock was independent on appointment and that Ian Lewis, John Ormerod and Brian McBride are also independent under the provisions of the Code. Brian McBride is currently the Senior Independent Director. The Combined Code on Corporate Governance, provision A.3.2, states that at least half of the Board, excluding the Chairman, Executive Directors 1 Non-Executive Directors 2 Independent Non-Executive Directors Chairman 3 2 must consist of independent Non-Executive Directors. The Company was not compliant with this provision 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. The primary reason for the lack of non-conformance to this provision relates to the lack of independence of the founder members, Philip Hulme and Peter Ogden, due to the duration of their membership to the Board. The Nominations Committee continues to believe that these two Directors’ experience and business acumen bring significant value to the Board as a whole. The Nominations Committee will consider the Board’s composition again in 2011. Following Cliff Preddy’s departure from the Company, the Board did not initially nominate a Director to act as Senior Independent Director, but at the Board meeting in August 2010, Mr Ormerod agreed to act as interim Senior Independent Director. This role was relinquished upon the appointment of Brian McBride on 10 January 2011. Audit Remuneration Nominations Name PLC Board Independent Committee Committee Committee Greg Lock Chairman On appointment No Yes Chair 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 Brian McBride1 Senior Independent Director Yes Yes Chair Yes Peter Ogden Non-Executive No No No No John Ormerod Non-Executive Yes Chair Yes Yes Cliff Preddy2 Senior Independent Director Yes Yes Chair Yes Stephen Benadé Secretary Not Applicable Secretary Secretary Secretary 1 Brian McBride joined the Board on 10 January 2011. 2 Cliff Preddy stepped down from the Board on 14 May 2010. 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. 30 Computacenter plc Annual Report and Accounts 2010
  • 35. Roles and responsibilities of the Board continued 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 agreement of strategies and budgets and the approval of acquisitions and major capital expenditure. This schedule is reviewed annually or more frequently where required and updated by the Board. Board effectiveness Upon joining the Board, all Directors receive a comprehensive induction programme, tailored to their requirements. New 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 individual 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 2010 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 11 5 6 5 Executive Mike Norris, Chief Executive 11 n/a n/a n/a Tony Conophy, Finance Director 11 n/a n/a n/a Non-Executive Greg Lock, Chairman 11 n/a 6 5 Philip Hulme 11 n/a n/a n/a Ian Lewis 10 5 5 5 Peter Ogden 9 n/a n/a n/a John Ormerod 10 5 6 5 Cliff Preddy (to 14 May 2010) 4 2 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. Two such meetings were convened during 2010 and Peter Ogden and John Ormerod attended one such meeting and the remainder of the Board was 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 prior to the meeting. In addition to the formal Board and Committee meetings, the Chairman and the Non-Executive Directors, individually and as a group, meet without the other Executive Directors being present, at least once a year. During 2010, in addition to participating in the review of the Group’s strategy, approval of the budget and oversight of the Group’s operating performance, the Board reviewed the integration of acquisitions made at the end of 2009; monitored the investment in and implementation of the new Group ERP system; reviewed the plans for industrialisation of key customer service processes; and reviewed the plans for development of the senior executive team, including succession planning and talent identification. Computacenter plc Annual Report and Accounts 2010 31
  • 36. Corporate governance statement continued 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 AGM after their appointment and currently 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 AGM. 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 Prior to 14 May 2010, the Audit Committee consisted of three Independent Non-Executive Directors; John Ormerod (Chairman), Ian Lewis and Cliff Preddy. Following the AGM on 14 May 2010, when Cliff Preddy stepped down from the Board, the Committee continued to be served by the two remaining independent Non-Executive Directors. During the year, the Committee met on five occasions and attendance at those meetings is set out in the table below: Audit Committee members Role Attendance record John Ormerod (Chairman) Non-Executive Director 5/5 Ian Lewis Non-Executive Director 5/5 Cliff Preddy (to 14 May 2010) Senior Independent Director 2/2 The Chairman, Group Chief Executive, Group Finance Director, Group Internal Audit 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 auditor 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 John Ormerod 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 auditor, and make a recommendation to the Board. In doing this, the Committee reviews reports on the execution by the auditor of its work; considers the report on audit firms by the Auditing Inspection Unit; and draws upon the experience of Committee members of the work of other firms and at other businesses; • Review the independence of the Group’s auditor. Annually the Committee receives a report on the auditor’s internal procedures to ensure that they remain independent, including its procedure for the rotation of key audit personnel. To support maintaining the objectivity and independence of the external auditor, the Committee has approved a formal policy governing the engagement of the external auditor to provide non-audit services. This policy precludes the auditor 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 audit plan and results of the external audit. This includes receiving the auditor’s assessment of audit risk and approval of its audit plan and fees. The Committee reviews the accounting policies adopted by the Group; • The Committee receives reports from management and the auditor on the Group’s annual and interim financial statements and reviews any other published financial information. In doing so, the Committee considers the application of accounting policies and key judgments in areas such as revenue recognition on major contracts, impairment and financial statement disclosure; • Receive reports on the Group’s systems of internal control and risk management from the Group’s management, the Group Risk Manager, internal audit and external auditor, and to review and report to the Board on their effectiveness. During 2010 the Committee has received reports on the design of controls in the new ERP system; • Evaluate and monitor the effectiveness of the internal audit function; • Review the Group’s business ethics policy and 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 five times during 2010 and the members’ attendance at those meetings is set out below: Nominations Committee members Role Attendance record Greg Lock (Chairman) Chairman 5/5 Ian Lewis Non-Executive Director 5/5 John Ormerod Non-Executive Director 5/5 Cliff Preddy (to 14 May 2010) 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. To assist in this regard, the Group Chief Executive is invited to attend the meetings of this Committee, when appropriate. 32 Computacenter plc Annual Report and Accounts 2010
  • 37. Board Committees continued Nominations Committee continued The Nominations Committee led the search for a new Non-Executive Director after Cliff Preddy stepped down from the Board on 14 May 2010. The Committee appointed an external agency to identify candidates against pre-determined criteria, as prepared by the Nominations Committee. Through this process, the Committee identified a number of candidates who were all interviewed by various members of the Board. The Committee applied consideration to the Board’s constitution, combined skills and diversity and Brian McBride was recommended and appointed to the Board as a Non-Executive Director on 10 January 2011. Remuneration Committee In line with the Code, the majority of the members of this Committee are Independent Non-Executive Directors. Generally the Chief Executive Officer attends part of the Committee meetings by invitation. Following Cliff Preddy’s departure from the Board and as Chairman of the Remuneration Committee, on the 14 May 2010, Greg Lock, the Chairman of the Board, agreed to chair the Remuneration Committee in the interim. Therefore, until the appointment of Brian McBride on 10 January 2011, the Company was not compliant with B2.1 of the Combined Code. The Committee convened on six occasions during the year and the attendance of the members is set out below: Remuneration Committee members Role Attendance record Cliff Preddy (Chairman to 14 May 2010) Senior Independent Director 4/4 Ian Lewis Non-Executive Director 5/6 John Ormerod Non-Executive Director 6/6 Greg Lock Non-Executive Director 6/6 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 35 to 40. Directors’ remuneration The principles and details of Directors’ remuneration are contained in the Remuneration Report on pages 35 to 40. Relations with shareholders The Board acknowledges 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 receives 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. During the latter part of 2010, Greg Lock met a number of larger shareholders and summaries of those discussions were shared with the Board. Brian McBride, as Senior Independent Director since 10 January 2011, is available to address any shareholder queries that are unable to be resolved through regular channels. All of the Directors attend the AGM and value the opportunity of welcoming individual shareholders and other investors to communicate directly and address their questions. In addition to mandatory information, a full and balanced explanation of the business of all general meetings is sent in advance to shareholders. 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 the controls are robust and effective 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 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 quarterly basis to discuss 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 defined 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. Computacenter plc Annual Report and Accounts 2010 33
  • 38. Corporate governance statement continued Internal controls continued 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. Management and specialists within the Finance Department are responsible for ensuring the appropriate maintenance of financial records and processes that ensure 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 review by the Audit Committee. Risk management The Risk and Insurance Department monitors developments and oversees compliance with legislative and regulatory requirements. A comprehensive risk management programme is developed and monitored by the Group Risk Committee, the members of which include senior operational managers across the Group, the Group Finance Director, the Group Risk Manager and the Group Internal Audit Manager. The Group Risk Committee is chaired by the Group’s Chief Executive. 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 The Board has established and reviews regularly, key treasury policies over matters such as counterparty exposure; borrowing arrangements; and foreign exchange exposure management. 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 ongoing 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. A separate Code of Conduct, which confirms the prohibition of forms of bribery, was adopted by the Group. Towards the end of 2010, the Group adopted a revised and separate Anti-Bribery Code of Conduct. Additionally, increased focus on enhanced succession arrangements for key members of management across the Group has resulted in plans which received continuous progress reviews. 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 41. By order of the Board Stephen Benadé Company Secretary 9 March 2011 34 Computacenter plc Annual Report and Accounts 2010
  • 39. 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 (AGM) 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 2010. Cliff Preddy was the Chairman of the Committee until he stepped down from the Board on 14 May 2010. Greg Lock, Chairman of the Board, agreed to serve the Committee as Interim Chairman until such time as a new Non-Executive Director and Chairman of the Committee was appointed. On the 10 January 2011, the Board appointed Brian McBride as a Non-Executive Director. Brian will also act as Chairman of the Remuneration Committee and Senior Independent Director. The attendance of Cliff Preddy, Ian Lewis, Greg Lock and John Ormerod at Committee meetings can be found in the Corporate Governance statement on page 30. The Chief Executive Officer (‘CEO’) 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 and Mercer Limited. In addition, employees of the Group, who provided material advice or services to the Committee during the year were 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 CEO, 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. The Committee considers, when reviewing the remuneration of the Executive Directors and other senior executives, the wider remuneration levels of all employees of the Group. The Committee reviews the average base salary increases applied across the Group when base salary increases of the Executive Directors and other senior executives are considered. Remuneration The main elements of Executive Directors’ Remuneration for 2010 are shown below, with the 2011 elements detailed on page 36. 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 Maximum Uplift 115% 86.25% 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. 80 per cent of the maximum bonus EPS growth, relative to RPI. standard: potential 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. Computacenter plc Annual Report and Accounts 2010 35
  • 40. Directors’ remuneration report continued Basic salary and benefits Each Executive 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 2010, the Board as a whole, agreed that no Executive Director would receive a base salary increase during the year, but that a study be undertaken at the end of the year to review the total reward levels and incentive structures. At the end of 2010, Mercer Limited was engaged by the Remuneration Committee to perform a total remuneration benchmarking exercise. This study highlighted a misalignment of the CEO and Finance Director’s total earnings, compared to the FTSE250 comparator group. The Remuneration Committee agreed that it was preferable to address this misalignment by adjusting both base salaries and bonus opportunity, rather than base salary alone. It was agreed that for 2011, the CEO’s base salary would be increased from £475,000 to £500,000 and the Finance Director’s base salary would be increased from £300,000 to £315,000. 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 (‘MyBenefits’). Performance-related bonus scheme The Executive Directors participate in an annual performance-related bonus scheme and in 2010, for the role of CEO, this had a maximum bonus opportunity of 100 per cent of base salary. For the role of Finance Director, the maximum bonus opportunity 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 2010, up to 80 per cent of the maximum bonus potential was linked to the financial performance of the Group against pre-agreed targets. The balance (20 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 CEO, 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. In addition, from 2010, it was possible to exceed the maximum bonus opportunity, subject to an overachievement on the PBT element of the bonus targets, on a straight-line basis, up to a maximum bonus uplift of 115 per cent of base salary for the role of CEO and 86.25 per cent for the role of Finance Director. For 2010, Mike Norris earned £467,875 (2009: £413,250), representing 86.0 per cent of the maximum and Tony Conophy earned £221,630 (2009: £189,000), representing 98.50 per cent of the maximum. Pension The Executive Directors participate in the Computacenter Pension Scheme, a defined contribution salary sacrifice scheme, under which a maximum annual Company contribution of £5,850 per employee is payable, based on basic salary. For the year 2010, the CEO and Finance Director received the maximum annual Company contribution of £5,850. 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 39. 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. For 2010, the Committee agreed that awards made to the Executive Directors would be at one times base salary. Annual awards under this plan are subject to performance conditions, as detailed below: For 2010, the PSP performance target was based on the Group’s annual adjusted earnings 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 in accordance with local market practice, 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. One quarter of the shares will vest if cumulative annual EPS growth equals RPI plus 3 per cent per annum. Awarded shares will vest in full if cumulative annual EPS growth equals or exceeds RPI plus 7.5 per cent per annum. If cumulative annual growth in EPS is between 3 per cent and 7.5 per cent per annum above RPI, shares awarded will vest on a straight line basis. No share awards will vest if cumulative annual EPS growth is less than RPI plus 3 per cent per annum. There will be no retesting of the performance condition and any awarded shares that do not vest will automatically lapse. 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. 36 Computacenter plc Annual Report and Accounts 2010
  • 41. Share incentive schemes continued Performance Share Plan – annual awards The Committee reviewed the performance criteria to ensure that these remain sufficiently challenging in light of market expectations and in comparison to market practice. It was agreed that the performance conditions for the annual grant made in 2010, would remain the same. The Committee have recommended certain changes to the award limit and performance conditions to the Performance Share Plan (‘PSP’) for grants made from 2011 onwards. For those changes which require it, shareholder approval will be sought at the AGM to be held on 13 May 2011. The proposed changes to the PSP are set out in detail in the Notice of Meeting 2011. 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 exceptional circumstances. No grants were made to employees or Directors, under this scheme, during 2010. 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 39. 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 2011, any applicable performance conditions will be subject to review by the Committee, taking account of prevailing market conditions, Group plans and objectives. There is currently no intention to make grants under this scheme. 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 ten-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 5.41 per cent and the potential dilution from awards under the discretionary schemes was approximately 1.87 per cent. Minimum shareholding The Committee believes that it is beneficial for Executive Directors and certain members of the senior management team to build up and retain a shareholding in the Company. With effect from 2011, executives will be required to build up, over a five year period, and maintain a shareholding under the Share Ownership Guidelines, until such time as the following minimum level of qualifying interest is reached: Group 1 Group CEO 2 x base salary Group 2 Group Finance Director 1 x base salary Executives within the remit of the Remuneration Committee Executives within the Group Executive Committee Group 3 Senior Country, Functional or Other Executives 0.5 x base salary Directors’ contracts Contract/letter Unexpired term Notice of appointment (months)* as at period Director start date Expiry date 10 March 2011 (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 2 3 Philip Hulme 05.05.2009 2012 AGM 14 3 Ian Lewis 15.06.2009 2012 AGM 14 3 Peter Ogden 05.05.2009 2012 AGM 14 3 John Ormerod 31.10.2009 2012 AGM 14 3 Brian McBride 10.01.2011 2014 AGM 38 3 * Calculated as at 9 March 2011, 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. Computacenter plc Annual Report and Accounts 2010 37
  • 42. Directors’ remuneration report continued Directors’ contracts continued 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 £19,500. 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. The Board is aware of the revised UK Corporate Governance Code published in May 2010, as it relates to all Directors offering themselves for annual re-election at each AGM and the Board has agreed to consider this during the second half of 2011. 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 200 150 Total return (%) 100 50 0 Dec 05 Dec 06 Dec 07 Dec 08 Dec 09 Dec 10 Computacenter – 83.5% FTSE All Share – S/W and Computer Services – 51.5% 38 Computacenter plc Annual Report and Accounts 2010
  • 43. 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 2010 2009 £ £ £ £ £ Executive Directors Mike Norris 475,000 467,875 – 942,875 888,250 Tony Conophy 314,800 221,630 – 536,430 503,800 Non–Executive Directors Greg Lock1 150,000 – – 150,000 140,000 Philip Hulme2 39,000 – – 39,000 34,000 Ian Lewis2, 3 44,500 – – 44,500 38,583 Peter Ogden2 39,000 – – 39,000 34,000 John Ormerod2, 4 53,000 – – 53,000 47,000 Cliff Preddy5 16,964 – – 16,964 39,500 1,132,264 689,505 – 1,821,769 1,725,133 1 Greg Lock received an annual increase of £10,000 pa as Chairman of the Board. 2 Philip Hulme, Ian Lewis, Peter Ogden, John Ormerod and Cliff Preddy all received an annual increase in Non-Executive Director fees of £5,000. 3 During 2010 Ian Lewis received an additional annual fee of £5,500 for his services as Chairman of the ERP Project Committee, a committee separate from the Board. 4 John Ormerod received an additional annual fee of £14,000 for his services as Chairman of the Audit Committee. 5 Cliff Preddy received an additional annual fee of £7,000 for his services as Chairman of the Remuneration Committee. Cliff Preddy stepped down from the Board on 14 May 2010. Brian McBride was appointed as a Non-Executive Director on 10 January 2011 for which he will receive an annual fee of £39,000. In addition he will receive an annual fee of £7,000 for his services as Chairman of the Remuneration Committee and a further additional fee of £5,000 for his services as Senior Independent Director. 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 2010 year year Lapsed 2010 Mike Norris Option 322.00 10/04/2005 – 09/04/2012 3 122,670 – – – 122,670 320.00 01/12/2014 – 31/05/2015 2 4,859 – – – 4,859 Total 127,529 – – – 127,529 PSP 285.25 01/04/2010 – 01/10/2010 5 156,026 – 156,026 – – 187.00 01/04/2011 – 01/10/2011 6 223,930 – – – 223,930 126.50 13/03/2012 – 13/09/2012 7 208,102 – – – 208,102 123.00 20/03/2012 – 20/09/2012 8 390,000 – – – 390,000 316.00 15/03/2013 – 15/09/2013 9 150,316 – – 150,316 Total 978,058 150,316 156,026 – 972,348 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 – – – 66,770 178.00 01/12/2012 – 31/05/2013 2 9,438 – – – 9,438 Total 85,524 – – – 85,524 PSP 285.25 01/04/2010 – 01/10/2010 5 101,319 – 101,319 – – 187.00 01/04/2011 – 01/10/2011 6 136,364 – – – 136,364 126.50 13/03/2012 – 13/09/2012 7 131,433 – – – 131,433 123.00 20/03/2012 – 20/09/2012 8 240,000 – – – 240,000 316.00 15/03/2013 – 15/09/2013 9 – 94,937 – – 94,937 Total 609,116 94,937 101,319 – 602,734 Computacenter plc Annual Report and Accounts 2010 39
  • 44. Directors’ remuneration report continued Interests in share incentive schemes continued 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 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 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 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. 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 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. 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 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. 8 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. 9 Issued under the terms of the Computacenter Performance Share Plan 2005. One quarter of the shares will vest if cumulative annual EPS growth equals RPI plus 3 per cent per annum. Awarded shares will vest in full if cumulative annual EPS growth equals or exceeds RPI plus 7.5 per cent per annum. If cumulative annual growth in EPS is between 3 per cent and 7.5 per cent per annum above RPI, shares awarded will vest on a straight line basis. 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 16/03/2010 PSP 101,319 n/a 313.56 317,695 Mike Norris 16/03/2010 PSP 156,026 n/a 313.56 489,235 The market price of the ordinary shares at 31 December 2010 was 388.00 pence. The highest price during the year was 404.00 pence and the lowest was 246.00 pence. Stephen Benadé Company Secretary 9 March 2011 40 Computacenter plc Annual Report and Accounts 2010
  • 45. 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 2010. 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 commences at the start of the Report and Accounts up to page 27 excluding the market overview on pages 16 and 17, as this overview has been externally compiled. The review includes information about the Group’s operations, financial performance throughout the year and likely developments, key performance indicators, principal risks and information regarding the Group’s sustainable development plan. 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 30 to 34, which is incorporated into the Directors’ Report by reference. Results and dividends The Group’s activities resulted in a profit before tax of £65.4 million (2009: £48.4 million). The Group profit for the year, attributable to shareholders, amounted to £50.3 million (2009: £37.7 million). The Directors recommend a final dividend of 9.7 pence per share totalling £14.9 million (2009: additional interim dividend £11.8 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 2010 accounts, as described in note 11, is made up of last year’s additional interim dividend (8 pence per share) and the interim dividend (3.5 pence per share). The final ordinary dividend for 2010, if approved at the forthcoming Annual General Meeting (AGM), will be paid on 10 June 2011 to those shareholders on the register as at 13 May 2011. The Company paid an interim dividend of £5.2 million on 15 October 2010. Post Balance Sheet Event Details regarding the potential acquisition of the French company, Top Info SAS and its subsidiaries, can be found in the Operating Review, page 6. Directors and Directors’ authority The Directors who served throughout the year ended 31 December 2010 were Tony Conophy, Philip Hulme, Ian Lewis Greg Lock, Mike Norris, John Ormerod and Peter Ogden. Cliff Preddy stepped down from the Board at the conclusion of the AGM held on 14 May 2010. Brian McBride was appointed to the Board as Non-Executive Director, Chairman of the Remuneration Committee and Senior Independent Director on 10 January 2011. Brief biographical details of the Directors at the date of this report are given on page 29. Tony Conophy and John Ormerod will retire by rotation at the forthcoming 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. Brian McBride, who will be attending his first AGM since his appointment, will offer himself for 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. 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 2011 AGM. This authority allows the Directors to allot shares up to the maximum amount stated in the Notice of 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 2011 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. Computacenter plc Annual Report and Accounts 2010 41
  • 46. Directors’ report continued Directors’ indemnities The Company has granted indemnities to each of its Directors and Officers 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. The Company has made qualifying third party indemnity provisions, for the benefit of its Directors, during the year and these remain in force at the date of this report. Directors’ conflicts of interests Since 2008 and in satisfaction of a revised requirement of the Companies Act 2006, all Directors have submitted details, to the Company Secretary, of any current situations (appointments or otherwise) which may give rise to a conflict or potential conflict of interest. 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 twice a year. All Directors are required to notify the Company Secretary of any changes to their registered interests, 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 2010 At 31 December 2010 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 – 1,385,658 – Tony Conophy 2,175,905 – 2,175,905 – Non-Executive Directors Greg Lock 350,000 – 350,000 – Philip Hulme 18,291,770 10,143,921 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 25,000 – 15,000 – Cliff Preddy1 14,166 – 14,166 – 1 Cliff Preddy stepped down from the Board on 14 May 2010, his share interests are as at date of leaving. Between 31 December 2010 and 9 March 2011 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 9 March 2011, 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 issued shares held share capital Standard Life Investments Ltd 11,281,778 7.33 Investec Asset Management Ltd 7,658,451 5.00 JP Morgan Asset Management Holdings Inc 7,647,154 4.99 42 Computacenter plc Annual Report and Accounts 2010
  • 47. Capital structure As at 10 March 2011, there were 153.8 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 5,393,341 ordinary shares of 6 pence each, representing 3.5 per cent of the issued share capital. During the year the Trusts purchased a total of 908,290 shares. The voting rights attached 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 an 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 2010 AGM, to make market purchases of up to 15,384,979 ordinary shares of 6 pence each. This authority will expire at the 2011 AGM, where approval from shareholders will be sought to renew the authority. During the period 115,371 ordinary shares of 6 pence each were purchased for cancellation, at a total cost of £447,617. This represented 0.75 per cent of the issued share capital of 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. Further details regarding the status of these facilities and their renewal considerations, in light of the Groups current balance sheet strength, are provided in the Finance Director’s Review on pages 18 to 21. 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 major product suppliers who are significant to the business, namely HP, IBM, Cisco, Microsoft, Oracle 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 50 (2009: 46). 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, as in the previous year, no options over ordinary shares of 6 pence each were granted under the executive share option schemes. At the year-end, options remained outstanding under these schemes, in respect of a total of 2,162,756 ordinary shares of 6 pence each (2009: 2,714,756 shares). During the year, 267,000 options over shares were exercised and options over 285,000 shares lapsed. The Company also operates a Performance Share Plan (‘PSP’) to incentivise employees. During the year, 1,195,677 ordinary shares of 6 pence each were conditionally awarded (2009: 3,029,337 shares). At the year-end, awards over 5,249,112 shares remained outstanding, under this scheme (2009: 5,053,973 shares). During the year, awards over 850,791 shares were transferred to participants and awards over 149,747 shares lapsed. In addition, the Company operates a Sharesave scheme for the benefit of employees. At the year-end 2,758,808 options granted under the Sharesave scheme remained outstanding (2009: 2,595,964). 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 Corporate 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 that 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 Corporate Sustainable Development Report on pages 24 to 27. Computacenter plc Annual Report and Accounts 2010 43
  • 48. Directors’ report continued Equal opportunities The Group acknowledges the importance of equality and diversity and is committed to equal opportunities. The Group monitors and regularly reviews policies and practices to ensure that it meets current legislative requirements, as well as Computacenter’s own internal standards. The Group is committed to making full use of the talents and resources of all its employees and to provide a healthy environment that encourages productive and mutually respectful 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 Corporate Sustainable Development Report on pages 24 to 27. 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. Performance is reviewed against behavioural standards appropriate to job level, with agreement on appropriate training and development interventions and through discussing career aspirations. The Board closely oversees and monitors management development and the availability of the required skills 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. The Board also directly monitors and reviews progress on succession and development plans of key senior management. 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 2010, this figure was 7.78 per cent (2009: 6.14 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 Corporate 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. The Group has additionally adopted a Code of Ethics specifically aimed at the prevention of bribery. Community relations and charitable 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 Group’s community initiatives can be found within the Corporate Sustainable Development Report on pages 24 to 27. In 2010 the Group made charitable donations amounting to £115,000 (2009: £100,050). 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 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. Auditor 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. 44 Computacenter plc Annual Report and Accounts 2010
  • 49. 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 the 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 auditor 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 9 March 2011 Computacenter plc Annual Report and Accounts 2010 45
  • 50. 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 2010 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 33. 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 45, 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 and express an opinion on 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 2010 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 Group financial statements are prepared is consistent with the Group 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 44, 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; and • Certain elements of the report to shareholders by the Board on Directors’ remuneration. Other matter We have reported separately on the Parent Company financial statements of Computacenter plc for the year ended 31 December 2010 and on the information in the Directors’ Remuneration Report that is described as having been audited. Nick Powell (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 9 March 2011 46 Computacenter plc Annual Report and Accounts 2010
  • 51. Consolidated income statement For the year ended 31 December 2010 2010 2009 Note £’000 £’000 Revenue 3 2,676,495 2,503,198 Cost of sales (2,310,682) (2,153,395) Gross profit 365,813 349,803 Distribution costs (18,978) (19,032) Administrative expenses (280,288) (272,876) Operating profit: 4 Before amortisation of acquired intangibles and exceptional items 66,547 57,895 Amortisation of acquired intangibles (655) (517) Exceptional items 5 – (5,299) Operating profit 65,892 52,079 Finance income 7 2,329 1,307 Finance costs 8 (2,823) (4,977) Profit before tax: Before amortisation of acquired intangibles and exceptional items 66,053 54,225 Amortisation of acquired intangibles (655) (517) Exceptional items – (5,299) Profit before tax 65,398 48,409 Income tax expense: Before exceptional items (15,078) (12,113) Tax on exceptional items 5 – 1,415 Income tax expense 9 (15,078) (10,698) Profit for the year 50,320 37,711 Attributable to: Equity holders of the parent 10 50,321 37,703 Non-controlling interests (1) 8 50,320 37,711 Earnings per share 10 – basic 34.1p 25.7p – diluted 32.6p 24.9p Computacenter plc Annual Report and Accounts 2010 47
  • 52. Consolidated statement of comprehensive income For the year ended 31 December 2010 2010 2009 £’000 £’000 Profit for the year 50,320 37,711 Exchange differences on translation of foreign operations (4,076) (10,173) Total comprehensive income for the period 46,244 27,538 Equity holders of the parent 46,250 27,543 Non-controlling interests (6) (5) 46,244 27,538 48 Computacenter plc Annual Report and Accounts 2010
  • 53. Consolidated balance sheet As at 31 December 2010 2010 2009 Notes £’000 £’000 Non-current assets Property, plant and equipment 12 88,882 105,290 Intangible assets 13 78,531 72,965 Investment in associate 15 47 57 Deferred income tax asset 9 15,577 16,444 183,037 194,756 Current assets Inventories 17 81,569 67,086 Trade and other receivables 18 471,133 475,646 Prepayments 44,219 55,785 Accrued income 39,971 29,538 Forward currency contracts 24 562 726 Cash and short-term deposits 19 159,269 108,017 796,723 736,798 Total assets 979,760 931,554 Current liabilities Trade and other payables 20 440,790 378,929 Deferred income 100,840 123,861 Financial liabilities 21 37,936 48,647 Income tax payable 5,941 3,815 Provisions 23 2,644 2,202 588,151 557,454 Non-current liabilities Financial liabilities 21 10,320 22,022 Provisions 23 10,749 11,605 Other non-current liabilities – 227 Deferred income tax liabilities 9 978 1,674 22,047 35,528 Total liabilities 610,198 592,982 Net assets 369,562 338,572 Capital and reserves Issued capital 26 9,233 9,186 Share premium 26 3,697 2,929 Capital redemption reserve 26 74,957 74,950 Own shares held 26 (10,146) (9,657) Foreign currency translation reserve 26 12,137 16,208 Retained earnings 279,674 244,940 Shareholders’ equity 369,552 338,556 Non-controlling interests 10 16 Total equity 369,562 338,572 Approved by the Board on 9 March 2011 MJ Norris FA Conophy Chief Executive Finance Director Computacenter plc Annual Report and Accounts 2010 49
  • 54. Consolidated statement of changes in equity For the year ended 31 December 2010 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 2010 9,186 2,929 74,950 (9,657) 16,208 244,940 338,556 16 338,572 Profit for the year – – – – – 50,321 50,321 (1) 50,320 Other comprehensive income – – – – (4,071) – (4,071) (5) (4,076) Total comprehensive income – – – – (4,071) 50,321 46,250 (6) 46,244 Cost of share-based payments – – – – – 2,620 2,620 – 2,620 Deferred tax on share-based payment transactions – – – – – 789 789 – 789 Exercise of options 46 264 – 1,563 – (1,563) 310 – 310 Issue of share capital 8 504 – – – – 512 – 512 Purchase of own shares – – – (2,501) – – (2,501) – (2,501) Cancellation of own shares (7) – 7 449 – (449) – – – Equity dividends – – – – – (16,984) (16,984) – (16,984) At 31 December 2010 9,233 3,697 74,957 (10,146) 12,137 279,674 369,552 10 369,562 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 50 Computacenter plc Annual Report and Accounts 2010
  • 55. Consolidated cash flow statement For the year ended 31 December 2010 2010 2009 Notes £’000 £’000 Operating activities Profit before taxation 65,398 48,409 Net finance costs 494 3,670 Depreciation 12 31,722 35,326 Amortisation 13 6,550 4,631 Share-based payments 2,620 2,555 Loss on disposal of property, plant and equipment 815 23 Profit on disposal of business 5 – (1,879) (Increase)/decrease in inventories (16,400) 34,126 (Increase)/decrease in trade and other receivables (3,660) 52,348 Increase in trade and other payables 46,435 10,960 Other adjustments (49) 283 Cash generated from operations 133,925 190,452 Income taxes paid (11,281) (17,500) Net cash flow from operating activities 122,644 172,952 Investing activities Interest received 2,284 1,717 Acquisition of subsidiaries, net of cash acquired 16 – (9,742) Proceeds from sale of business 5 – 2,982 Proceeds from sale of property, plant and equipment 372 7 Purchases of property, plant and equipment (12,856) (9,511) Purchases of intangible assets (12,774) (11,790) Net cash flow from investing activities (22,974) (26,337) Financing activities Interest paid (3,200) (4,540) Dividends paid to equity shareholders of the parent 11 (16,984) (12,514) Proceeds from share issues 822 44 Purchase of own shares (2,501) (560) Repayment of capital element of finance leases (20,641) (20,956) Repayment of loans (12,622) (40,248) New borrowings 5,957 16,357 Increase/(decrease) in factor financing 1,568 (25,600) Net cash flow from financing activities (47,601) (88,017) Increase in cash and cash equivalents 52,069 58,598 Effect of exchange rates on cash and cash equivalents (1,090) (533) Cash and cash equivalents at the beginning of the year 19 104,954 46,889 Cash and cash equivalents at the year-end 19 155,933 104,954 Computacenter plc Annual Report and Accounts 2010 51
  • 56. Notes to the consolidated financial statements For the year ended 31 December 2010 1 Authorisation of financial statements and statement of compliance with IFRS The consolidated financial statements of Computacenter plc for the year ended 31 December 2010 were authorised for issue in accordance with a resolution of the Directors on 9 March 2011. 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 2010 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. Except as noted below, 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 3 (revised) Business Combinations IFRS 3 (Revised) introduces significant changes in the accounting for business combinations. It requires that all acquisition related costs are expensed in the period incurred rather than included in the cost of the investment, that changes to the contingent consideration following a business combination are shown in the statement of comprehensive income instead of adjusting goodwill and that changes to deferred tax assets relating to business combinations are only reflected within goodwill if they occur within the measurement period. The Group has applied IFRS 3 (Revised) with effect from 1 January 2010. During the period the Group recognised the benefit of tax losses of £1.7 million attributable to an acquisition completed in a previous period. The impact is included within current income tax expense. Had the standard not been adopted, an adjustment to goodwill would have been required. IAS 27 (amended) Consolidated and Separate Financial Statements The amended standard 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 and these transactions will no longer give rise to goodwill or gains and losses. The standard also specifies the accounting when control is lost and any retained interest is remeasured to fair value with gains or losses recognised in profit or loss. 52 Computacenter plc Annual Report and Accounts 2010
  • 57. 2 Summary of significant accounting policies continued Improvements to IFRS In May 2009 the IASB issued its second omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. The adoption of the amendments did not have any impact on the financial position or performance of the Group. 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 may require additional disclosures in future financial years. IAS 24 Related Party Disclosures (Amendment) (effective* 1 January 2011) The amended standard clarified the definition of a related party to simplify the identification of such relationships and to eliminate inconsistencies in its application. The revised standard introduces a partial exemption of disclosure requirements for government related entities. The Group does not expect any impact on its financial position or performance. IFRS 9 Financial Instruments: Classification and Measurement (effective* 1 January 2013) IFRS 9 as issued reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group’s financial assets. The Group will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture. Improvements to IFRS (issued in May 2010) The Group expects no impact from the adoption of the amendments on its financial position or performance. * The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. As the group prepares its financial statements in accordance with IFRS as adopted by the European Union (EU), the application of new standards and interpretations will be subject to their having been endorsed for use in the EU via the EU endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the group’s discretion to early adopt standards. 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 2010 53
  • 58. Notes to the consolidated financial statements continued For the year ended 31 December 2010 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 a 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 5 years 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. Goodwill Business combinations on or after 1 January 2004 are accounted for under IFRS 3 (Revised) 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. 54 Computacenter plc Annual Report and Accounts 2010
  • 59. 2 Summary of significant accounting policies continued 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. Receivables subject to factoring arrangement Some of the Group’s trade receivables are subject to factoring arrangements. These transactions do not meet IAS 39’s requirements for derecognition, since the risks and rewards have not been substantially transferred. All receivables sold through factoring transactions which do not meet the IAS 39 derecognition criteria continue to be recognised in full in the Group financial statements even though they are legally subject to the factoring arrangement; a corresponding liability is recorded in the consolidated balance sheet as ‘Factor Financing’. Gains and losses relating to the sale of such assets are not recognised until the assets are derecognised. 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. 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. 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. Computacenter plc Annual Report and Accounts 2010 55
  • 60. Notes to the consolidated financial statements continued For the year ended 31 December 2010 2 Summary of significant accounting policies continued 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 (€), US dollar (US$) and South African rand (ZAR). 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. 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. 56 Computacenter plc Annual Report and Accounts 2010
  • 61. 2 Summary of significant accounting policies continued 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. 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 the total estimated costs and revenues of a contract cannot be reliably estimated, revenue is recognised only to the extent that costs have been incurred. A provision is made as soon as a loss is foreseen. 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. A 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 2010 57
  • 62. Notes to the consolidated financial statements continued For the year ended 31 December 2010 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 2010
  • 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 below reportable operating segments. Management monitor 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 measure performance on adjusted profit before tax. Adjusted operating profit or loss takes account of the interest paid on customer-specific financing (‘CSF’) which management consider to be a cost of sale for management reporting purposes. 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 2010 and 2009 was as follows: UK Germany France Benelux Total £’000 £’000 £’000 £’000 £’000 For the year ended 31 December 2010 Results Revenue 1,265,431 1,005,812 359,611 45,641 2,676,495 Adjusted gross profit 189,614 131,511 37,815 4,753 363,693 Adjusted net operating expenses (146,277) (111,014) (36,825) (5,150) (299,266) Adjusted segment operating profit/(loss) 43,337 20,497 990 (397) 64,427 Adjusted net interest 1,626 Adjusted profit before tax 66,053 Other segment information Capital expenditure: Property, plant and equipment 10,552 5,967 491 108 17,118 Intangible fixed assets 11,935 701 138 – 12,774 Depreciation 21,142 9,971 491 118 31,722 Amortisation 4,073 2,339 138 – 6,550 Share-based payments 1,918 489 213 – 2,620 Computacenter plc Annual Report and Accounts 2010 59
  • 64. Notes to the consolidated financial statements continued For the year ended 31 December 2010 3 Segmental analysis continued 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 Reconciliation of adjusted results Management review 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: 2010 2009 £’000 £’000 Adjusted profit before tax 66,053 54,225 Amortisation of acquired intangibles (655) (517) Exceptional items – (5,299) Profit before tax 65,398 48,409 60 Computacenter plc Annual Report and Accounts 2010
  • 65. 3 Segmental analysis continued Reconciliation of adjusted results continued Management also review 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 2010 Adjusted segment operating profit/(loss) 43,337 20,497 990 (397) 64,427 Add back interest on CSF 1,442 678 – – 2,120 Amortisation of acquired intangibles (519) (136) – – (655) ERP implementation costs (4,250) 4,250 – – – Segment operating profit/(loss) 40,010 25,289 990 (397) 65,892 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 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 November 2009. The table below reflects revenue performance before and after the impact of the sold business. 2010 2009 £’000 £’000 Sources of revenue Product revenue Ongoing operations 1,888,362 1,678,613 Trade distribution – 84,589 Total product revenue 1,888,362 1,763,202 Services revenue Professional services 192,448 175,364 Support and managed services 595,685 564,632 Total services revenue 788,133 739,996 Total revenue 2,676,495 2,503,198 Information about major customers Included in revenues arising from the UK segment are revenues of approximately £311 million (2009: £397 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 2010 61
  • 66. Notes to the consolidated financial statements continued For the year ended 31 December 2010 4 Group operating profit This is stated after charging: 2010 2009 £’000 £’000 Auditors’ remuneration: Audit of the financial statements 400 416 Other fees to auditors – local statutory audits for subsidiaries 31 27 – other services in pursuant of legislation 12 12 – taxation services 68 146 – other services 46 98 557 699 Depreciation of property, plant and equipment 31,722 35,326 Loss on disposal of property, plant and equipment 815 23 Profit on disposal of business, net of goodwill – 1,879 Amortisation of intangible assets 6,550 4,631 Net foreign currency differences (35) (897) Costs of inventories recognised as an expense 1,696,592 1,588,654 Operating lease payments – minimum lease payments 37,343 40,174 In addition to the auditors’ remuneration disclosed above, further costs £139,000 incurred in 2009 in relation to non-audit services in respect of the acquisition of becom Informationssysteme GmbH were capitalised at 31 December 2009. 5 Exceptional items 2010 2009 £’000 £’000 Operating profit Profit on disposal of business, net of goodwill – 1,879 Restructuring costs – (7,178) – (5,299) Income tax Tax on exceptional items included in operating profit – 1,415 The profit on disposal of business of £1,879,000 arose from the Group disposing of its Trade Distribution division to Ingram Micro in November 2009. The disposal did not match the criteria of IFRS 5 ‘Non-current assets held-for-sale and discontinued operations’ as the disposal did 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 was 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 arose in 2009 from the change programme to reduce costs. They included expenses from headcount reductions of £5,309,000 and vacant premises costs of £1,869,000. 62 Computacenter plc Annual Report and Accounts 2010
  • 67. 6 Staff costs and Directors’ emoluments 2010 2009 £’000 £’000 Wages and salaries 440,352 427,853 Social security costs 67,136 66,407 Share-based payments 2,620 2,555 Pension costs 15,938 16,142 526,046 512,957 Share-based payments arise 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: 2010 2009 No. No. UK 4,947 4,765 Germany 4,169 4,093 France 1,203 1,121 Benelux 195 194 10,514 10,245 7 Finance income 2010 2009 £’000 £’000 Bank interest receivable 1,878 1,249 Income from investments 451 58 2,329 1,307 8 Finance costs 2010 2009 £’000 £’000 Bank loans and overdrafts 352 429 Finance charges payable on customer-specific financing 2,120 3,972 Finance costs on factoring 206 391 Other interest 145 185 2,823 4,977 Computacenter plc Annual Report and Accounts 2010 63
  • 68. Notes to the consolidated financial statements continued For the year ended 31 December 2010 9 Income tax a) Tax on profit on ordinary activities 2010 2009 £’000 £’000 Tax charged in the income statement Current income tax UK corporation tax 12,917 11,181 Foreign tax 3,306 1,394 Adjustments in respect of prior periods (1,682) (853) Total current income tax 14,541 11,722 Deferred tax Origination and reversal of temporary differences (1,239) (2,284) Losses utilised 5,535 4,803 Changes in recoverable amounts of deferred tax assets (6,608) (3,691) Adjustments in respect of prior periods 2,849 148 Total deferred tax 537 (1,024) Tax charge in the income statement 15,078 10,698 b) Reconciliation of the total tax charge 2010 2009 £’000 £’000 Accounting profit before income tax 65,398 48,409 At the UK standard rate of corporation tax of 28.0 per cent (2009: 28.0 per cent) 18,311 13,555 Expenses not deductible for tax purposes 1,446 803 Non-deductible element of share-based payment charge 490 715 Relief on share option gains (607) (364) Adjustments in respect of current income tax of previous periods 1,167 (705) Higher tax on overseas earnings 110 69 Other differences 781 (457) Effect of changes in tax rate 197 – Current year profits offset against brought forward losses (438) – Capital gain relieved by unrecognised losses brought forward – (835) Changes in recoverable amounts of deferred tax assets (6,608) (3,691) Losses of overseas undertakings not available for relief 229 1,609 At effective income tax rate of 23.1 per cent (2009: 22.1 per cent) 15,078 10,698 c) Tax losses Deferred tax assets of £11.3 million (2009: £11.4 million) have been recognised in respect of losses carried forward. In addition, at 31 December 2010, there were unused tax losses across the Group of £171.2 million (2009: £188.1 million) for which no deferred tax asset has been recognised. Of these losses, £99.4 million (2009: £111.1 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 2010
  • 69. 9 Income tax continued d) Deferred tax Deferred income tax at 31 December relates to the following: Consolidated balance sheet Consolidated income statement 2010 2009 2010 2009 £’000 £’000 £’000 £’000 Deferred income tax liabilities Accelerated capital allowances 922 438 (752) (250) Revaluations of foreign exchange contracts to fair value 56 – 56 Effect of changes in tax rate on opening liability – – (45) – Arising on acquisition – 1,236 – (135) Gross deferred income tax liabilities 978 1,674 Deferred income tax assets Relief on share option gains 2,266 909 (568) (512) Other temporary differences 2,049 3,751 1,478 (1,238) Effect of changes in tax rate on opening liability – – 234 – Revaluations of foreign exchange contracts to fair value – (27) (27) – Losses available for offset against future taxable income 11,262 11,423 161 1,111 Fair value adjustments on acquisition of subsidiary (note 16) – 388 – – Gross deferred income tax assets 15,577 16,444 Deferred income tax charge 537 (1,024) Net deferred income tax asset 14,599 14,770 At 31 December 2010, there was no recognised or unrecognised deferred income tax liability (2009: £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. e) Impact of rate change The Finance (No 2) Act 2010 reduced the main rate of UK Corporation Tax from 28 per cent to 27 per cent with effect from 1 April 2011. The impact of the new rate is to reduce the UK deferred tax asset by £0.2 million. Additional changes to the main rate of UK Corporation Tax to reduce the rate by 1 per cent per annum to 24 per cent by 1 April 2014 have been proposed. These changes have not been substantively enacted at the balance sheet date and consequently are not included in these financial statements. The effect of these proposals would be to reduce the UK net deferred tax asset by £0.2 million. 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. 2010 2009 £’000 £’000 Profit attributable to equity holders of the parent 50,321 37,703 Amortisation of acquired intangibles 655 517 Tax on amortisation of acquired intangibles (187) (145) Exceptional items within operating profit – 5,299 Tax on exceptional items included in profit before tax – (1,415) Profit before amortisation of acquired intangibles and exceptional items 50,789 41,959 Computacenter plc Annual Report and Accounts 2010 65
  • 70. Notes to the consolidated financial statements continued For the year ended 31 December 2010 10 Earnings per ordinary share continued 2010 2009 000’s 000’s Basic weighted average number of shares (excluding own shares held) 147,752 146,918 Effect of dilution: Share options 6,370 4,671 Diluted weighted average number of shares 154,122 151,589 2010 2009 pence pence Basic earnings per share 34.1 25.7 Diluted earnings per share 32.6 24.9 Adjusted basic earnings per share 34.4 28.6 Adjusted diluted earnings per share 33.0 27.7 11 Dividends paid and proposed 2010 2009 £’000 £’000 Declared and paid during the year: Equity dividends on ordinary shares: Final dividend for 2009: nil (2008: 5.5 pence) – 8,097 Interim dividend for 2010: 3.5 pence (2009: 3.0 pence) 5,173 4,417 Additional interim dividend for 2009: 8.0 pence (2008: nil) 11,811 – 16,984 12,514 Proposed (not recognised as a liability as at 31 December) Equity dividends on ordinary shares: Final dividend for 2010: 9.7 pence (2009: nil) 14,926 – Additional interim dividend for 2009: 8.0 pence (2008: nil) – 11,863 66 Computacenter plc Annual Report and Accounts 2010
  • 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 2009 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 Additions – 2,816 14,302 17,118 Disposals – (1,506) (8,377) (9,883) Foreign currency adjustment (40) (642) (1,555) (2,237) At 31 December 2010 67,391 19,634 165,436 252,461 Accumulated depreciation and impairment At 1 January 2009 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 Provided during the year 2,535 2,685 26,502 31,722 Disposals – (1,345) (7,351) (8,696) Foreign currency adjustment (3) (470) (1,147) (1,620) At 31 December 2010 28,649 10,362 124,568 163,579 Net book value At 31 December 2010 38,742 9,272 40,868 88,882 At 31 December 2009 41,314 9,474 54,502 105,290 At 1 January 2009 43,927 8,736 70,652 123,315 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 2010 2009 £’000 £’000 Cost At 1 January 85,651 82,661 Additions 4,262 10,462 Disposals (5,844) (7,472) At 31 December 84,069 85,651 Accumulated depreciation and impairment At 1 January 47,579 31,742 Charge for year 18,766 23,309 Disposals (4,884) (7,472) At 31 December 61,461 47,579 Net book value 22,608 38,072 Computacenter plc Annual Report and Accounts 2010 67
  • 72. Notes to the consolidated financial statements continued For the year ended 31 December 2010 13 Intangible assets Other intangible Goodwill Software assets Total £’000 £’000 £’000 £’000 Cost At 1 January 2009 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 Additions – 12,774 – 12,774 Foreign currency adjustment (437) (312) (80) (829) At 31 December 2010 42,967 57,888 8,565 109,420 Amortisation and impairment At 1 January 2009 – 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 Charged during the year – 5,801 749 6,550 Foreign currency adjustment – (158) (13) (171) At 31 December 2010 – 26,496 4,393 30,889 Net book value At 31 December 2010 42,967 31,392 4,172 78,531 At 31 December 2009 43,404 24,573 4,988 72,965 At 1 January 2009 30,812 17,470 3,269 51,551 68 Computacenter plc Annual Report and Accounts 2010
  • 73. 14 Impairment testing of goodwill and other intangible assets Goodwill acquired through business combinations have been allocated to the following cash-generating units: • Computacenter (UK) Limited • RD Trading • Computacenter Germany These represent the lowest level within the Group at which goodwill is monitored for internal management purposes. Movements in goodwill Computacenter Computacenter (UK) Limited RD Trading Germany Total £’000 £’000 £’000 £’000 1 January 2009 29,977 835 – 30,812 Additions 1,454 – 12,140 13,594 Disposals (1,002) – – (1,002) 31 December 2009 30,429 835 12,140 43,404 Foreign currency adjustment – – (437) (437) 31 December 2010 30,429 835 11,703 42,967 On 27 November 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 in 2009 arose from the purchase of becom in Germany on 26 November 2009 and Thesaurus in the UK on 27 November 2009. The acquired assets and liabilities of becom were fully integrated within Computacenter Germany during the first half of 2010. The goodwill arising on the acquisition is tested for impairment against the Computacenter Germany cash-generating unit. The acquired assets and liabilities of Thesaurus were immediately integrated within Computacenter (UK) Limited, consequently the goodwill arising on the acquisition is tested for impairment against the Computacenter (UK) Limited cash-generating unit. Key assumptions used in value-in-use calculations The recoverable amounts of all three cash-generating units 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 (2009: 2.5 per cent) thereafter. Key assumptions used in the value-in-use calculation for all cash-generating units for 31 December 2010 and 31 December 2009 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 (2009: 12.0 per cent). Each cash-generating unit generates value substantially in excess of the carrying value of goodwill attributed to each of 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 2010 or at 31 December 2009. 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. Computacenter plc Annual Report and Accounts 2010 69
  • 74. Notes to the consolidated financial statements continued For the year ended 31 December 2010 15 Investments a) Investment in associate 2010 2009 £’000 £’000 Cost At 1 January 57 – Acquired via subsidiary undertaking – 57 At 31 December 57 57 Impairment At 1 January – – Charge for year (10) – At 31 December (10) – Carrying value 47 57 During 2009 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. An impairment provision of £10,000 (2009: £nil) has been recorded in 2010 as a result of losses expected at Gonicus GmbH. The carrying value of the investment at 31 December 2010 £47,000 (2009: £57,000). 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 2010 2009 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%** 100%** * Includes indirect holdings of 100 per cent via Computacenter (UK) Limited. ** Includes indirect holdings of 100 per cent via Computacenter Holding GmbH. Computacenter plc is the ultimate parent entity of the Group. 70 Computacenter plc Annual Report and Accounts 2010
  • 75. 16 Business combinations becom Informationssysteme GmbH (‘becom’) On 26 November 2009 the Group acquired 100 per cent of the voting shares of 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 2009 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 and at 31 December 2010 were as follows: 2009 2010 Provisional Final 2009 fair value fair value Book value to Group to Group £’000 £’000 £’000 Intangible assets Comprising: Existing customer relationships – 1,348 1,348 Software 151 151 151 Total intangible assets 151 1,499 1,499 Property, plant and equipment 376 376 376 Investment in associate 169 64 64 Deferred income tax assets – 388 388 Inventories 275 275 275 Trade and other receivables 13,512 12,220 12,220 Prepayments 91 91 91 Cash and short-term deposits 286 286 286 Trade and other payables (15,009) (17,706) (17,706) Deferred income (110) (110) (110) Bank overdraft (7,111) (7,111) (7,111) Deferred tax liabilities – (405) (405) Net liabilities (7,370) (10,133) (10,133) Goodwill arising on acquisition 12,140 12,140 2,007 2,007 Discharged by: Cash paid 1,778 1,778 Costs associated with the acquisition, settled in cash 229 229 2,007 2,007 Cash and cash equivalents acquired Cash and short-term deposits (286) (286) Bank overdraft 7,111 7,111 Cash outflow on acquisition 8,832 8,832 From the date of acquisition to 31 December 2009, becom contributed £12,114,000 to the Group’s revenue and £196,000 to the Group’s profit after tax. The provisional and final 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 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 temporary differences on the other fair value adjustments. Included in the £12,140,000 of goodwill that arose 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. Computacenter plc Annual Report and Accounts 2010 71
  • 76. Notes to the consolidated financial statements continued For the year ended 31 December 2010 16 Business combinations continued Thesaurus Computer Services Limited (‘Thesaurus’) On 27 November 2009 the Group acquired certain assets and liabilities of 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. The book and provisional and final fair values of the assets acquired were as follows: 2009 2010 Provisional Final 2009 fair value fair value Book value to Group to Group £’000 £’000 £’000 Customer relationships – 381 381 Creditors (146) (146) (146) Deferred income (779) (779) (779) Net liabilities (925) (544) (544) Goodwill arising on acquisition 1,454 1,454 910 910 Discharged by: Cash 900 900 Costs associated with the acquisition, settled in cash 10 10 910 910 From the date of acquisition to 31 December 2009, Thesaurus 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 2009, Group revenues for the year ended 31 December 2009 would have been £2,596,314,000 and profit after tax would have been £27,528,000. In the 11 months prior to acquisition in 2009, becom reported a loss of £10,330,000. 17 Inventories 2010 2009 £’000 £’000 Inventories for re-sale 81,569 67,086 18 Trade and other receivables 2010 2009 £’000 £’000 Trade receivables 467,808 473,336 Other receivables 3,325 2,310 471,133 475,646 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. 72 Computacenter plc Annual Report and Accounts 2010
  • 77. 18 Trade and other receivables continued The movements in the provision for impairment of receivables were as follows: 2010 2009 £’000 £’000 At 1 January 10,977 13,545 Charge for the year 10,120 7,367 Utilised (3,548) (4,310) Unused amounts reversed (3,748) (5,042) Foreign currency adjustment (701) (583) At 31 December 13,100 10,977 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 2010 467,808 384,107 60,184 14,015 3,971 2,701 2,830 2009 473,336 393,215 55,281 14,719 6,426 1,977 1,718 At 31 December 2010, Trade receivables include receivables sold and financed through factoring transactions of £191.0 million (2009: £299.2 million ) which do not meet IAS 39 criteria for derecognition. These receivables continue to be recognised in full in the Group financial statements even though they are legally subject to the factoring arrangement; a corresponding liability is recorded in the consolidated balance sheet as Factor Financing (see Note 21). 19 Cash and short-term deposits 2010 2009 £’000 £’000 Cash at bank and in hand 104,269 53,017 Short-term deposits 55,000 55,000 159,269 108,017 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 £159,269,000 (2009: £108,017,000). Due to strong cash generation over the past three years, the Group is now in a position where it can finance its requirements from its cash balance. As a result, the Group has not renewed a number of overdraft and factoring facilities during 2010, and consequently the uncommitted overdraft and factoring facilities available to the Group has reduced to £15.5 million at 31 December 2010 (2009: £100.3 million). For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise the following at 31 December: 2010 2009 £’000 £’000 Cash at bank and in hand 104,269 53,017 Short-term deposits 55,000 55,000 Bank overdrafts (note 21) (3,336) (3,063) 155,933 104,954 20 Trade and other payables 2010 2009 £’000 £’000 Trade payables 258,861 229,038 Other payables 181,929 149,891 440,790 378,929 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 2010 73
  • 78. Notes to the consolidated financial statements continued For the year ended 31 December 2010 21 Financial liabilities 2010 2009 £’000 £’000 Current Bank overdrafts 3,336 3,063 Other loans – ‘CSF’ 2,024 6,315 Other loans – ‘Non-CSF’ – 3,605 Factor financing 16,494 14,846 Current obligations under finance leases – ‘CSF’ (note 22a) 16,082 20,718 Current obligations under finance leases – ‘Non-CSF’ (note 22a) – 100 37,936 48,647 Non-current Other loans – ‘CSF’ 1,508 173 Non-current obligations under finance leases – ‘CSF’ (note 22a) 8,812 21,849 10,320 22,022 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 2010 2011 0%–7.84% 1,988 2012 0% 1,504 2013 3.95%–4.60% 34 2014 3.09%–4.25% 4 2015 2.47%–3.34% 2 3,532 Less: current instalments due on other loans 2,024 1,508 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 The table below summarises the maturity profile of these loans: 2010 2009 £’000 £’000 Not later than one year 2,024 9,920 After one year but not more than five years 1,508 173 3,532 10,093 The finance lease and loan facilities are committed. 74 Computacenter plc Annual Report and Accounts 2010
  • 79. 21 Financial liabilities continued d) Factor financing Computacenter UK has access to factor financing arrangements. France Factor finance expired during the year and has not been renewed. 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 2010, the Group had available £15.5 million of uncommitted overdraft facilities (2009: £100.3 million of uncommitted overdraft and factoring facilities). The Group also had access to a £60.0 million (2009: £60.0 million) committed facility of which £43.5 million (2009: £42.9 million) is not utilised as at the balance sheet date. This facility is due to expire 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: 2010 2009 Minimum Present value Minimum Present value of payments of payments payments payments £’000 £’000 £’000 £’000 Within one year 16,843 16,082 22,462 20,818 After one year but not more than five years 9,343 8,812 22,848 21,849 26,186 24,894 45,310 42,667 Future finance charges (1,292) (2,643) Present value of finance lease obligation 24,894 42,667 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: 2010 2009 £’000 £’000 Not later than one year 36,377 35,756 After one year but not more than five years 63,231 47,993 More than five years 16,294 14,574 115,902 98,323 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: 2010 2009 £’000 £’000 Not later than one year 17,138 22,948 After one year but not more than five years 7,887 14,704 25,025 37,652 The amounts receivable are directly related to the finance lease obligations detailed in note 21. Computacenter plc Annual Report and Accounts 2010 75
  • 80. Notes to the consolidated financial statements continued For the year ended 31 December 2010 23 Provisions Property provisions £’000 At 1 January 2010 13,807 Arising during the year 2,132 Utilised (2,309) Movement in discount rate (5) Exchange adjustment (232) At 31 December 2010 13,393 Current 2010 2,644 Non-current 2010 10,749 13,393 Current 2009 2,202 Non-current 2009 11,605 13,807 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, cash and short-term deposits, invoice factoring in 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 2010
  • 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 2010 Sterling +25 236 Euro +25 38 2009 Sterling +25 97 Euro +25 (52) 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 2010 the Group held 148 foreign exchange contracts (2009: 61) 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 2010 Buy Sell Value of Maturity Contract currency currency contracts dates rates UK Euros Sterling €1,100,000 Feb 11 1.1628 Dollars Sterling $12,623,564 Jan–Mar 11 1.5572–1.6189 Germany Dollars Euros $75,468,000 Jan–Aug 11 1.228–1.417 Euros Dollars €5,724,727 Jan–Apr 11 1.279–1.319 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 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 £562,000 (2009: £726,000). 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 2010 77
  • 82. Notes to the consolidated financial statements continued For the year ended 31 December 2010 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 2010 Financial liabilities 20,498 5,157 13,033 10,884 – 49,572 Property provisions – – 2,688 9,348 1,972 14,008 Trade and other payables – 440,790 – – – 440,790 20,498 445,947 15,721 20,232 1,972 504,370 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 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 three 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 2010 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 £562,000 (31 December 2009: £726,000). The realised losses from forward currency contracts in the period to 31 December 2010 of £164,000 (2009: gain of £1,370,000), are offset by broadly equivalent realised gains 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. Consistent with the Group’s aim to maximise return to shareholders, the dividend policy is to maintain a dividend cover of between 2–2.5 times. In 2010 the cover was 2.5 times, on a pre-exceptional basis (2009: 2.5 times). The Group’s capital base is primarily utilised to finance its fixed assets and working capital requirements. The Group intends to optimise the use of working capital and improve its cash flow. As a consequence, the UK exited the Trade Distribution business in 2009, and has sourced an increasing proportion of its product business via distributors in order to reduce the working capital requirements of the business. Capital is allocated across the Group in order to minimise the Group’s exposure to exchange rates. Each country finances its own operations, typically resulting in borrowings in France with cash on deposit in the UK and Germany. During 2010, we introduced a cash pooling arrangement, which group companies can access and allows the Group to pool its funds without physical money movements. 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 2010
  • 83. 25 Capital management continued The measures of net funds that the Group monitors are: 2010 2009 £’000 £’000 Net funds excluding customer-specific financing 139,439 86,403 Customer-specific loans (3,532) (6,488) Customer-specific finance leases (24,894) (42,567) Net funds 111,013 37,348 The net funds (excluding customer-specific financing) improved in the year from £86.4 million to £139.4 million by the end of the year. The Group has a history of strong cash generation, however the rise in net funds in 2010 was unusual, given the increase in product revenues, due to a number of factors. Firstly, following the exit from the CCD business in the UK in late 2009, the UK increased the mix of its purchases via distributors, resulting in lower stock holdings. Secondly, the Group continued to benefit from the extension of a temporary improvement in credit terms with a significant vendor, equivalent to £38 million at 31 December 2010, an increase of approximately £8 million over the course of the year. Each operating country manages working capital in line with Group policies. 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. The Group regularly reviews the adequacy of its facilities against any foreseeable peak borrowing requirement and, as a result of the strong cash position, has allowed certain bank and factoring facilities to expire during 2010. At 31 December 2010, the Group had available £15.5 million of uncommitted overdraft facilities (2009: £100.3 million of uncommitted overdraft and factoring facilities). The Group also still has access to a £60.0 million (2009: £60.0 million) three year committed facility established in May 2008, of which £43.5 million (2009: £42.9 million) is not utilised at the balance sheet date. This facility is due to expire in May 2011. 26 Issued capital and reserves Authorised share capital In accordance with the Companies Act 2006, the Company no longer has an authorised share capital. The Company’s Articles of Association has been amended to reflect this change. A ordinary shares Issued and fully paid No. ’000 £’000 At 1 January 2009 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 Purchase of own ordinary shares for cancellation (115) (7) Ordinary shares issued during the year for cash 109 8 Ordinary shares issued during the year for cash on exercise of share options 787 46 At 31 December 2010 153,880 9,233 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 a number of 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 repurchased 115,371 of its own shares for cancellation (2009: nil). Computacenter plc Annual Report and Accounts 2010 79
  • 84. Notes to the consolidated financial statements continued For the year ended 31 December 2010 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 5,277,811 (2009: 4,998,011) 6 pence ordinary shares of Computacenter plc purchased by the Computacenter Employee Share Ownership Plan (‘the Plan’). The number of shares held represents 3.4 per cent (2009: 3.3 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 6 pence 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 5,277,811 (2009: 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 115,530 (2009: 730,565), which represents 0.1 per cent (2009 : 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 2010 was £448,256 (2009: £1,829,000). The Quest Trustees have waived dividends in respect of all of these shares. During the year the Quest subscribed for 407,023 (2009: nil) 6 pence 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 2010
  • 85. 27 Share-based payments Executive share option scheme During the year, options were exercised with respect to 267,000 (2009: 115,000) 6 pence ordinary shares at a nominal value of £16,020 (2009: £6,900) at an aggregate premium of £674,980 (2009: £283,075). Under the Computacenter Employee Share Option Scheme 1998 and the Computacenter Services Group Executive Share Scheme, options in respect of 285,000 (2009: 1,385,383) shares lapsed. The numbers of shares under options outstanding at the year-end comprise: 2010 2009 Number Number Date of grant Exercisable between Exercise price outstanding outstanding 27/09/2000 27/09/2003–26/09/2010 380.00p – 169,000 19/09/2001 19/09/2005–18/09/2011 245.00p – 50,000 19/09/2001 19/09/2006–18/09/2011 245.00p – 50,000 10/04/2002 10/04/2005–09/04/2012 322.00p 168,816 203,816 10/04/2002 10/04/2005–09/04/2012 331.00p 35,000 45,000 21/03/2003 21/03/2006–20/03/2013 266.50p 42,500 62,500 02/04/2004 02/04/2007–01/04/2014 424.00p 39,000 45,000 24/10/2006 24/10/2009–23/10/2016 250.00p 1,462,800 1,674,800 17/04/2007 17/04/2010–16/04/2017 285.00p 225,200 225,200 1,973,316 2,525,316 Please refer to the information given in the Directors’ interest in share incentive schemes table in the Directors’ Remuneration Report on page 39 for details of the vesting conditions attached to the Executive share options. The following table illustrates the number (‘No.’) and weighted average exercise prices (‘WAEP’) of share options for the Executive Share Option Scheme. 2010 2010 2009 2009 No. WAEP No. WAEP Executive share option scheme Outstanding at the beginning of the year1 2,525,316 2.72 4,025,699 £2.93 Granted during the year – – – – Forfeited during the year (285,000) 3.34 (1,385,383) £3.34 Exercised during the year2 (267,000) 2.59 (115,000) £2.52 Outstanding at the end of the year 1,973,316 2.65 2,525,316 £2.72 Exercisable at the end of the year 1,973,316 2.65 2,300,116 £2.71 The weighted average remaining contractual life for the share options outstanding as at 31 December 2010 is 5.27 years (2009: 5.70 years). Notes 1 Included within this balance are options over 203,816 (2009: 517,816) 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 £3.32 (2009 £3.20). 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 no options lapsed (2009: 206,367). No options were granted during the course of the year. At 31 December 2010 the number of shares under outstanding options was as follows: 2010 2009 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 Computacenter plc Annual Report and Accounts 2010 81
  • 86. Notes to the consolidated financial statements continued For the year ended 31 December 2010 27 Share-based payments continued The following table illustrates the number (‘No.’) and weighted average exercise prices (‘WAEP’) of share options for the Performance Related Share Option Scheme. 2010 2010 2009 2009 No. WAEP No. WAEP Computacenter performance related share option scheme Outstanding at the beginning of the year1 189,440 3.22 395,807 £3.75 Forfeited during the year – – (206,367) £4.24 Outstanding at the end of the year 189,440 3.22 189,440 £3.22 Exercisable at the end of the year 189,440 3.22 189,440 £3.22 Notes 1 Included within this balance are options over 189,440 (2009: 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 2010 is 1.3 years (2009: 2.3 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 1,195,677 (2009: 3,029,337) shares were awarded, 850,791 (2009: 1,216,601) were exercised and 149,747 (2009: 383,260) lapsed. At 31 December 2010 the number of shares outstanding was as follows: 2010 2009 Share price at Number Number Date of grant Maturity date date of grant outstanding outstanding 17/04/2007 01/04/2009 282.25p – 35,526 17/04/2007 01/04/2010 282.25p – 739,529 17/03/2008 17/03/2010 180.00p – 180,347 17/03/2008 01/04/2011 180.00p 1,161,872 1,117,942 13/03/2009 13/03/2012 126.50p 1,282,117 1,323,685 13/03/2009 13/03/2011 126.50p 129,952 156,944 20/03/2009 20/03/2012 123.00p 1,500,000 1,500,000 15/03/2010 15/03/2013 315.8p 1,175,171 – 5,249,112 5,053,973 The weighted average share price at the date of exercise for the options exercised is £3.12 (2009: £1.28). The weighted average remaining contractual life for the options outstanding as at 31 December 2010 is 1.9 years (2009: 2.4 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 1,487,532 (2009: 585,766) options were granted with a fair value of £2,286,768 (2009: £543,319). 82 Computacenter plc Annual Report and Accounts 2010
  • 87. 27 Share-based payments continued Under the scheme the following options have been granted and are outstanding at the year-end: 2010 2009 Number Number Date of grant Exercisable between Share price outstanding outstanding October-2004 01/12/2009–31/05/2010 335.00p – 64,421 October-2005 01/12/2010–31/05/2011 222.00p 10,731 81,894 October-2006 01/12/2009–31/05/2010 254.00p – 131,409 October-2006 01/12/2011–31/05/2012 254.00p 61,565 65,818 October-2007 01/12/2010–31/05/2011 178.00p 155,840 1,101,273 October-2007 01/12/2012–31/05/2013 178.00p 529,609 570,565 October-2009 01/12/2012–31/05/2013 320.00p 368,291 407,336 October-2009 01/12/2014–31/05/2015 320.00p 146,629 173,248 October-2010 01/12/2013-31/05/2014 286.00p 592,900 – October-2010 01/12/2015-31/05/2016 258.00p 893,243 – 2,758,808 2,595,964 The following table illustrates the No. and WAEP of share options for the Sharesave scheme: 2010 2010 2009 2009 No. WAEP No. WAEP Sharesave scheme Outstanding at the beginning of the year 2,595,964 2.21 3,043,897 £2.13 Granted during the year 1,487,532 2.69 585,766 £3.20 Forfeited during the year (305,699) 2.63 (970,622) £2.36 Exercised during the year1 (1,018,989) 1.85 (63,077) £2.31 Outstanding at the end of the year 2,758,808 2.55 2,595,964 £2.21 Exercisable at the end of the year 166,571 1.81 195,830 £2.81 Notes 1 The weighted average share price at the date of exercise for the options exercised is £3.63 (2009: £2.68). The weighted average remaining contractual life for the options outstanding as at 31 December 2010 is 3.5 years (2009: 2.3 years). 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 tables give the assumptions made during the year ended 31 December 2010 and 31 December 2009: 2010 LTIP LTIP performance performance SAYE SAYE Nature of the arrangement share plan share plan scheme scheme Date of grant 15/03/10 15/03/10 29/10/10 29/10/10 Number of instruments granted 1,075,637 120,040 593,109 894,423 Exercise price £nil £nil £2.86 £2.58 Share price at date of grant £3.16 £3.16 £3.66 £3.66 Contractual life (years) 3 2 3 5 See note 9 See note 9 on page 38 in on page 38 in Three-year Five-year the Directors’ the Directors’ service period service period remuneration remuneration and savings and savings Vesting conditions report report requirement requirement Expected volatility n/a n/a 56.0% 49.10% Expected option life at grant date (years) 3 2 3 5 Risk-free interest rate n/a n/a 1.88% 1.88% Dividend yield 3.48% 3.48% 3.01% 3.01% Fair value per granted instrument determined at grant date £2.83 £2.83 £1.47 £1.58 Computacenter plc Annual Report and Accounts 2010 83
  • 88. Notes to the consolidated financial statements continued For the year ended 31 December 2010 27 Share-based payments continued 2009 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 funds At At 1 January Cash flows Non-cash Exchange 31 December 2010 in year flow differences 2010 £’000 £’000 £’000 £’000 £’000 Cash and short-term deposits 108,017 52,452 – (1,200) 159,269 Bank overdraft (3,063) (383) – 110 (3,336) Cash and cash equivalents 104,954 52,069 – (1,090) 155,933 Other loans and leases non-CSF (3,705) 3,705 – – – Factor financing (14,846) (1,568) – (80) (16,494) Net funds excluding customer-specific financing 86,403 54,206 – (1,170) 139,439 Customer-specific finance leases (42,567) 20,641 (3,468) 500 (24,894) Customer-specific other loans (6,488) 2,960 – (4) (3,532) Total customer-specific financing (49,055) 23,601 (3,468) 496 (28,426) Net funds 37,348 77,807 (3,468) (674) 111,013 At At 1 January Cash flows Non-cash Exchange 31 December 2009 in year flow differences 2009 £’000 £’000 £’000 £’000 £’000 Cash and short-term deposits 53,372 55,698 – (1,052) 108,017 Bank overdraft (6,483) 2,901 – 519 (3,063) Cash and cash equivalents 46,889 58,598 – (533) 104,954 Other loans and leases 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 84 Computacenter plc Annual Report and Accounts 2010
  • 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 is offset within working capital. 2010 2009 £’000 £’000 Adjusted profit before taxation 66,053 54,225 Net finance income (1,626) (302) Depreciation and amortisation 19,506 17,695 Share-based payment 2,620 2,555 Working capital movements 21,358 65,337 Other adjustments 293 (1,567) Adjusted operating cash inflow 108,204 137,943 Net interest received 1,204 1,149 Income taxes paid (11,281) (17,500) Capital expenditure and disposals (25,258) (21,294) Acquisitions and disposals – (6,775) Equity dividends paid (16,984) (12,514) Cash inflow before financing 55,885 81,009 Financing Proceeds from issue of shares 822 44 Purchase of own shares (2,501) (560) Increase in net funds excluding CSF in the period 54,206 80,493 Increase in net funds excluding CSF 54,206 80,493 Effect of exchange rates on net funds excluding CSF (1,170) 1,301 Net funds excluding CSF at beginning of period 86,403 4,609 Net funds excluding CSF at end of period 139,439 86,403 30 Capital commitments At 31 December 2010 and 31 December 2009 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 2010 85
  • 90. Notes to the consolidated financial statements continued For the year ended 31 December 2010 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 12 31 2 – 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) The Board of Directors is identified as the Group’s key management personnel. Please refer to the information given in the Directors’ remuneration table in the Directors’ Remuneration Report on page 39 for details of compensation given to the Group’s key management personnel. A summary of the compensation of key management personnel is provided below: 2010 2009 £’000 £’000 Short-term employee benefits 1,734 1,725 Social security costs 353 235 Share based payment transactions 974 951 Pension costs 12 11 Total compensation paid to key management personnel 3,073 2,922 The interest of the key management personnel in the Group’s share incentive schemes are disclosed in the Directors’ remuneration report on page 39. 33. Events after the reporting period On 15 February 2011, the Group announced its agreement to acquire TOP Info SAS and its subsidiaries (‘Top Info’), an information technology reseller of hardware, software and services based in Paris, France. The acquisition is still subject to competition clearance in France, with the closing date not expected before the end of March 2011. The expected consideration totals €21 million payable on the closing date with an additional €1 million dependant upon the performance of Top Info in the period to 31 December 2011. The management and exercise of control over Top Info will not pass to Computacenter until the closing date. 86 Computacenter plc Annual Report and Accounts 2010
  • 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 2010 87
  • 92. Independent auditor’s report to the members of Computacenter plc We have audited the Parent Company financial statements of Computacenter plc for the year ended 31 December 2010 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 auditor As explained more fully in the Directors’ Responsibilities Statement set out on page 87, 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 and express an opinion on 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 2010; • 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 2010. Nick Powell (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 9 March 2011 88 Computacenter plc Annual Report and Accounts 2010
  • 93. Company balance sheet As at 31 December 2010 2010 2009 Note £’000 £’000 Fixed assets Intangible assets 2 110,221 118,721 Tangible assets 3 25,331 26,947 Investments 4 161,943 159,323 297,495 304,991 Current assets Debtors 5 90,126 90,126 Cash at bank and in hand 791 17 90,917 90,143 Creditors: amounts falling due within one year 6 113,569 146,364 Net current liabilities (22,652) (56,221) Total assets less current liabilities 274,843 248,770 Creditors: amounts falling due after more than one year 7 26,704 35,704 Provisions for liabilities and charges 8 246 436 Total assets less liabilities 247,893 212,630 Capital and reserves Called up share capital 9 9,233 9,186 Share premium account 9 3,697 2,929 Capital redemption reserve 9 74,957 74,950 Merger reserve 9 55,990 55,990 Own shares held 9 (8,185) (7,696) Profit and loss account 9 112,201 77,271 Equity shareholders’ funds 247,893 212,630 Approved by the Board on 9 March 2011 MJ Norris FA Conophy Chief Executive Finance Director Computacenter plc Annual Report and Accounts 2010 89
  • 94. Notes to the Company financial statements For the year ended 31 December 2010 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 9 March 2011. 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 £51,306,000 (2009: £826,000). 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 licenc0e, 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 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 2010
  • 95. 2 Intangible assets Intellectual property £’000 Cost At 1 January 2010 and 31 December 2010 169,737 Amortisation At 1 January 2010 51,016 Charge in the year 8,500 At 31 December 2010 59,516 Net book value At 31 December 2010 110,221 At 31 December 2009 118,721 3 Tangible assets Freehold land and buildings £’000 Cost At 1 January 2010 and 31 December 2010 42,350 Depreciation At 1 January 2010 15,403 Charge in the year 1,616 At 31 December 2010 17,019 Net book value At 31 December 2010 25,331 At 31 December 2009 26,947 4 Investments Investments Loans to in subsidiary subsidiary undertakings undertakings Investment Total £’000 £’000 £’000 £’000 Cost At 1 January 2010 228,487 2,754 25 231,266 Share-based payments 2,620 – – 2,620 At 31 December 2010 231,107 2,754 25 233,886 Amounts provided At 1 January 2010 and 31 December 2010 69,164 2,754 25 71,943 Net book value At 31 December 2010 161,943 – – 161,943 At 31 December 2009 159,323 – – 159,323 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 2010 91
  • 96. Notes to the Company financial statements continued For the year ended 31 December 2010 5 Debtors 2010 2009 £’000 £’000 Amount owed by subsidiary undertaking 90,000 90,000 Other debtors 126 126 90,126 90,126 6 Creditors: amounts falling due within one year 2010 2009 £’000 £’000 Amount owed to subsidiary undertaking 112,446 145,853 Accruals 568 137 Corporation tax 555 374 113,569 146,364 7 Creditors: amounts falling due after more than one year 2010 2009 £’000 £’000 Deferred income 26,704 35,704 8 Provisions for liabilities and charges Deferred taxation £’000 At 1 January 2010 436 Capital allowances in advance of depreciation (190) At 31 December 2010 246 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 2009 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 Shares issued 8 504 – – – – 512 Exercise of options 46 264 – 1,563 – (1,563) 310 Total recognised gains and losses in the year – – – – – 51,306 51,306 Purchase of own shares – – – (2,501) – – (2,501) Cancellation of own shares (7) – 7 449 – (449) – Share options granted to employees of subsidiary companies – – – – – 2,620 2,620 Equity dividends – – – – – (16,984) (16,984) At 31 December 2010 9,233 3,697 74,957 (8,185) 55,990 112,201 247,893 92 Computacenter plc Annual Report and Accounts 2010
  • 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 £8,000,929 (2009: £6,715,000), and to a customer of a subsidiary undertaking for an amount not exceeding £5,998,800 (2009: £13,333,00). 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 £3,336,000 (2009: £3,063,000). 11 Related party transactions The Company has taken the exemption in FRS 8 not to disclose transactions with other wholly owned 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 2010 93
  • 98. Group five-year financial review Year ended 31 December 2006 2007 2008 2009 2010 £m £m £m £m £m Revenue 2,269.9 2,379.1 2,560.1 2503.2 2,676.5 Adjusted* operating profit 33.3 41.7 42.1 53.9 64.4 Adjusted* profit before tax 38.0 42.7 43.1 54.2 66.1 Profit for the year 18.9 28.9 37.3 37.7 50.3 Adjusted* diluted earnings per share 13.8p 18.5p 21.0p 27.7p 33.0p Net cash/(debt) excluding CSF 29.4 (16.2) 4.6 86.4 139.4 Year-end headcount 9,328 9,877 10,220 10,296 10,566 * 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 2006 2007 2008 2009 2010 £m £m £m £m £m Tangible assets 84.9 116.4 123.3 105.3 88.9 Intangible assets 9.9 45.2 51.6 73.0 78.5 Deferred tax asset 6.2 8.2 16.7 16.4 15.5 Inventories 94.6 110.5 105.8 67.1 81.6 Trade and other receivables 427.3 454.2 529.5 475.6 471.1 Prepayments and accrued income 50.4 61.4 97.7 85.3 84.2 Forward currency contracts 0.1 (0.4) (0.6) 0.7 0.6 Cash 77.9 29.2 53.4 108.0 159.3 Current liabilities (459.8) (496.1) (602.6) (557.5) (588.2) Non-current liabilities (26.4) (50.4) (53.6) (35.5) (22.0) Net assets 265.2 278.1 321.1 338.6 369.6 94 Computacenter plc Annual Report and Accounts 2010
  • 99. Financial calendar Title Date Dividend record date 13 May 2011 AGM 13 May 2011 Dividend payment date 10 June 2011 Interim results announcement 30 August 2011 Dividend record date 16 September 2011 Dividend payment date 14 October 2011 Overview Business review Governance Financial statements Computacenter plc Annual Report and Accounts 2010 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 Brian McBride (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 Belgium One More London Place Registered Office London Computacenter NV/SA Hatfield Avenue SE1 2AF Ikaroslaan 31 Hatfield United Kingdom B-1930 Zaventem Hertfordshire Tel: +44 (0) 20 7951 2000 Belgium AL10 9TW Tel: +32 (0) 2 704 9411 United Kingdom Stockbrokers and Investment Bankers Fax: +32 (0) 2 704 9595 Telephone: +44 (0) 1707 631000 Credit Suisse One Cabot Square France Registrar and Transfer Office London Computacenter France SA Equiniti E14 4QJ 150 rue de la Belle Etoile Aspect House United Kingdom ZI Paris Nord 2 Spencer Road Tel: +44 (0) 20 7888 8888 BP 52387 Lancing HSBC Investment Bank plc 95943 Roissy CDG Cedex BN99 6FE France United Kingdom Level 18 Tel: +33 (0) 1 48 17 41 00 Tel: +44 (0) 871 384 2074 8 Canada Square Fax: +33 (0) 1 70 73 42 22 London (Calls to this number are charged at 8p E14 5HQ Germany (+VAT) per minute from a BT landline. United Kingdom Computacenter AG & Co. oHG Other telephony providers’ cost may vary). Tel: +44 (0) 20 7991 8888 Europaring 34-40 Solicitors 50170 Kerpen Linklaters Germany Tel: +49 (0) 22 73 / 5 97 0 One Silk Street Fax: +49 (0) 22 73 / 5 97 1300 London EC2Y 8HQ Luxembourg United Kingdom Computacenter PSF SA Tel: +44 (0) 20 7456 2000 Rue des Scillas 45 Company Registration Number L-2529 Howald 3110569 Luxembourg Tel: +352 (0) 26 29 11 Internet Address Fax: +352 (0) 26 29 1 815 Computacenter Group Netherlands www.computacenter.com Computacenter N.V. 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) 936 207 025 96 Computacenter plc Annual Report and Accounts 2010
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  • 102. Computacenter Plc Hatfield Avenue Hatfield Hertfordshire AL10 9TW United Kingdom Tel: +44 (0) 1707 631000 Fax: +44 (0) 1707 639966 E&OE. All trademarks acknowledged. © 2011 Computacenter. All rights reserved. www.computacenter.com Ensuring staff productivity Cut costs and boost efficiency