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Micro Focus International plc International Focus Micro Delivering shareholder Annual Report and Accounts 2016 returns Annual Report and Accounts 2016 Key highlights Revenue ($m) Adjusted Operating Profit ($m) Adjusted EBITDA ($m) $1,245.0m $533.5m $546.8m 16 1,245.0 16 533.5 16 546.8 15 834.5 15 347.8 15 357.6 14 433.1 14 187.5 14 192.0 13 412.2 13 182.2 13 186.3 12 434.1 12 174.7 12 179.1 Adjusted profit before tax ($m) Profit before tax ($m) Cash generated from $434.0m $195.4m continuing operations ($m) $455.7m 16 434.0 16 195.4 16 455.7 15 294.4 15 91.4 15 288.7 14 179.6 14 147.8 14 206.8 13 176.1 13 151.5 13 192.4 12 173.5 12 148.6 12 196.7 Diluted Adjusted earnings Diluted earnings per share (c) Total dividend per share (c) per share (c) 71.61c 66.68c 146.70c 16 146.70 16 71.61 16 66.68 15 129.43 15 56.71 15 48.4 14 97.48 14 82.35 14 44.0 13 84.87 13 75.23 13 40.0 12 70.93 12 63.81 12 31.6 Our four phase plan Implementation: four phase plan whilst delivering sustainable shareholder returns Phase 1 Phase 2 Phase 3 Phase 4 FY15: Assessment ✓ FY16: Integration ✓ FY17: Stabilization FY18: Growth Actions: Actions: Actions: Actions: — Deliver plans for FY15 — Standardize systems — Stabilize top line — Top line growth — Detailed review of combined — Rationalize properties — Improve GTM productivity — Standardize systems businesses — Rationalize legal entities — Growth from new areas — Rationalize legal entities — Invigorate Product Management — New Go to Market (”GTM”) model — Improved profitability — Maintain/improve cash — Standardize systems conversion — Rationalize legal entities — Rationalize underperforming elements — New market initiatives Micro Focus International plc Annual Report and Accounts 2016 Who we are Overview Micro Focus specializes in managing predominantly mature infrastructure software assets which have been delivering value to significant numbers of customers over long periods of time. Strategic report A global infrastructure software business with revenues of $1,245.0m and Underlying Adjusted EBITDA of $532.5m. What we do Corporate governance We help our customers bridge the old and the new enabling them to leverage additional value from their investments in critical IT infrastructure and business applications. By enabling our customers to link their investments in statements and notes financial Consolidated established technology with the latest innovation, Micro Focus helps customers gain incremental returns on investments they have already made and to preserve and protect their data and business logic. statements and notes financial Company Contents IFC Key highlights 62 Directors’ Remuneration report IFC Our four phase plan 86 Directors’ report Additional information Additional 02 Strategic report 91 Consolidated financial statements 03 Executive Chairman’s statement and notes 09 Financial review 92 Independent auditors’ report to the 16 CEO Review – Micro Focus Product Portfolio members of Micro Focus International plc 23 CEO Review – SUSE Product Portfolio 99 Consolidated financial statements 30 Key performance indicators and notes 32 Principal risks and uncertainties 38 Viability statement 150 Company financial statements 39 Corporate social responsibility and notes 151 Independent auditors’ report to the 44 Corporate governance members of Micro Focus International plc 45 Executive Chairman’s introduction 153 Company financial statements 46 Board of directors and notes 48 Corporate governance report 54 Audit committee report 163 Additional information 60 Nomination committee report 01 Micro Focus International plc Annual Report and Accounts 2016 Strategic report 03 Executive Chairman’s statement 09 Financial review 16 CEO Review – Micro Focus Product Portfolio 23 CEO Review – SUSE Product Portfolio 30 Key performance indicators 32 Principal risks and uncertainties 38 Viability statement 39 Corporate social responsibility 02 Micro Focus International plc Annual Report and Accounts 2016 Executive Chairman’s statement 2016 was the first full year of operations for the growth in the medium-term. We are building a strong platform and Overview new organization formed following the acquisition with the addition of Serena we have annual pro-forma cash generated of The Attachmate Group (“TAG”). This created a from operations in the year ended 30 April 2016 of approximately $524m per annum and free cash flows of approximately $274m, from Global Infrastructure Software business with revenues which we can achieve significant returns of value to our shareholders of $1,245.0m and EBITDA of $532.5m which has since and/or further highly accretive acquisitions. traded in line with our expectations of revenue and ahead of expectations for EBITDA. This was achieved Following our integration review in 2015 we decided that the Group during a year of significant change as we began should operate two product portfolios, Micro Focus and SUSE, and have reported the business this way since 1 May 2015. In December implementation of the outputs from our integration 2015 we announced that effective from 1 February 2016 Stephen reportStrategic review. In addition, we announced the acquisition of Murdoch would become Chief Executive Officer (“CEO”) of the Serena Software Inc. (“Serena”) on 22 March 2016 which Micro Focus Portfolio and Nils Brauckmann CEO of the SUSE was subsequently completed on 2 May 2016. Serena Portfolio. Stephen and Nils discuss the operating performance was acquired for an enterprise value of $540m having of their respective portfolios in their CEO reports. delivered $162.3m of revenue and $80.9m of Underlying Our Business Model – strong and established Adjusted EBITDA in the year ended 31 January 2016. technology franchises As the Linux market and Open Source business have unique It is increasingly clear that there are significant segments of the Corporate governance characteristics, we have a dedicated focus on the SUSE Product infrastructure software market that have matured. The likely response Portfolio. This focus is essential if we are to capitalize on the growth to this is consolidation. To be successful in this stage of a market potential of these offerings and be responsive to the Open Source both operational effectiveness and scale are critical. We believe community and strong heritage of SUSE. In 2016 we increased the that Micro Focus is now well positioned to lead in this space. headcount dedicated to development, customer care and sales and marketing of the SUSE Portfolio. Following a year of significant Like the TAG acquisition, the acquisition of Serena has clear business growth we will be further increasing this investment in 2017. logic to extend Micro Focus market presence in mature infrastructure software segments; to increase the operational efficiency of the Micro Focus specializes in managing mature infrastructure software combined Group; to deliver effective product management and assets which have been delivering value to significant numbers of statements and notes financial Consolidated improve sales productivity. It is 100% consistent with the Company’s customers over long periods of time. Our product portfolios have strategy which, as you will see in the following pages, has not had some or all of the following attributes: any significant changes from the plan laid out four and a half years ago. Micro Focus sets out to deliver consistent long-term shareholder 1. Broad based – covering all industrial sectors returns of between 15% and 20% per annum. The board is confident that medium-term low single digit revenue growth, industry leading 2. Significant numbers of customers margins and strong cash conversion will ensure that Micro Focus can deliver on that strategy. These returns can be further enhanced by the 3. Significant maintenance streams appropriate deployment of capital in value enhancing acquisitions. 4. Relatively high switching costs statements and notes financial Company The Company has a business strategy, a financial strategy, an operating plan and an incentive strategy that all support our objective 5. Significant market positions to achieve 15% to 20% compound annual return for shareholders. Since IPO in 2005 until 30 April 2016 the annual compound In any IT system the customers’ business logic and data remain critical shareholder return over 11 years has been 26.4%. Adjusted diluted to their competitive advantage. The key is unlocking this competitive earnings per share have grown from 14.23 cents in 2006 to 146.70 advantage through exploitation of the latest technology innovation cents in 2016 and dividends per share have grown from 6 cents such as “OpenStack”, “Software-defined Distributed Storage”, to 66.68 cents with respective compound annual growth rates “mobility”, “big data”, “virtualization” and “cloud”. All of this needs of 26.3% and 27.2% respectively. to be done with the appropriate security to ensure customer data, information Additional company data and intellectual property are protected at all times. When we announced the acquisition of TAG on 15 September 2014 Typically customers would be forced into costly, disruptive and risky we set out a four phase plan (see inside front cover) for the change to make this possible but with Micro Focus, customers can combination of the businesses whilst continuing to deliver take a different approach that we characterize as bridging the old sustainable shareholder returns. and the new. The only changes to this plan are that our detailed review concluded By enabling our customers to link their investments in