Carillion plc Making tomorrow a better place Carillion plc Birch Street Wolverhampton WV1 4HY United Kingdom T +44 (0)1902 422431 F +44 (0)1902 316165 www.carillionplc.com Making tomorrow a better place Carillion plc Annual Report and Accounts 2005 Annual Report and Accounts 2005 010306 Contents Section What We Do 01 Our Mission, Vision and Strategy 01 A Year of Good Progress 02 Financial Highlights 02 Chairman’s Statement 03 03 Making tomorrow a better place 04 Operating and Financial Review 04 Chief Executive’s Review 08 Markets and Outlook 14 Business Services Health Transport International Regions Financial Review 22 Corporate Social Responsibility 26 A Strong Team 05 Board of Directors 28 Accountability 06 Corporate Governance Report 30 Remuneration Report 35 Report of the Directors 42 Statement of Directors’ Responsibilities in Respect of the Annual Report and Financial Statements 44 Independent Auditors’ Report to the Members of Carillion plc 45 Financial Statements 07 Consolidated Income Statement 46 Consolidated Statement of Recognised Income and Expense 47 Consolidated Balance Sheet 48 Consolidated Statement of Cash Flows 49 Notes to the Consolidated Financial Statements 50 Company Balance Sheet 85 Notes to the Company Financial Statements 86 Further Information 08 Five Year Review 92 Principal Subsidiary Undertakings, Jointly Controlled Entities and Jointly Controlled Operations 94 Shareholder Information 95 Advisers 96 Printed on Zanders Mega Matt – a paper that is manufactured using 50% recycled de-inked fibre and 50% TCF (totally chlorine free) pulp, and is sourced from sustainable forests. The paper is also biodegradable and harmless to the environment. Section 01 Carillion plc What We Do Annual Report and Accounts 2005 01 Our mission Making tomorrow a better place. Our vision To be the leader in delivering integrated solutions for infrastructure, buildings and services. Our strategy is to deliver sustainable profitable growth through: Growing support services and Public Private Partnerships (PPP) organically and by acquisition; Maintaining a strong and selective construction capability focused on higher added-value contracts for long-term customers; Developing and marketing integrated solutions tailored to the needs of customers, including project finance, design and construction, maintenance and lifetime asset management. Carillion plc Section 02 Annual Report and Accounts 2005 A Year of Good Progress 02 Financial Highlights Revenue Final dividend 2004: £1,985.1 million 2004: 4.825 pence £2.3bn 5.2p Revenue, including joint ventures, increased by 15 per cent, The Board is recommending a final dividend with organic growth and the acquisition of PME more than of 5.2 pence per share. offsetting the effects of disposing of non-core businesses and of transferring rail maintenance to Network Rail. Profit Total dividend 2004: £48.1 million 2004: 7.5 pence £55.5m 8.0p Underlying* profit before tax increased by 15 per cent. Based on the recommended final dividend, the total full year dividend of 8 pence per share represents an increase of approximately 7 per cent on the total dividend paid in respect of 2004. Earnings per share Order book 2004: 18.6 pence 2004: £5.0 billion 20.4p £7.0bn Underlying* earnings per share increased by 10 per cent. Our year-end order book increased by 40 per cent and we have continued to maintain a strong pipeline of probable new orders worth approximately £1.6 billion. *Underlying profit and underlying earnings per share, which Net cash are defined on page 60, are used to report our financial 2004: £128.8 million performance in 2005 on a comparable basis to that of 2004. £90.8m Operating cash flow remained strong and we had substantial net cash at 31 December 2005, after investing £47 million in the acquisition of PME in March 2005. Revenue Profit £ millions £ millions 2,284.2 55.5 1,985.1 48.1 1,972.7 47.2 1,975.2 44.3 1,890.7 40.5 0 1020304050 Earnings per share Dividend per share pence pence 20.4 8.0 18.6 7.5 17.2 6.75 14.1 4.8 14.3 4.4 0 1020304050 Section 02 Carillion plc A Year of Good Progress Annual Report and Accounts 2005 03 Chairman’s Statement I am pleased to report that in 2005 Carillion achieved all its key With a record order book and strong presence in our key financial targets and made substantial strategic progress to deliver growth markets, the outlook was already positive for Carillion to further profitable growth, both organically and through the deliver sustainable growth. However, the acquisition of Mowlem acquisition of mechanical and electrical engineering maintenance will accelerate growth substantially and create significant value company, PME. for shareholders. It brings together two companies of a similar size with an excellent strategic fit, complementary skills and In December 2005, we announced the terms of a recommended market strengths, to create one of the largest support services cash and shares offer for the acquisition of Mowlem plc. This and construction companies in the UK and with substantial acquisition, which received the overwhelming support of Carillion international businesses. Combining the two companies will and Mowlem shareholders, was completed in February 2006 and, generate opportunities for cost savings and strengthen Carillion’s in line with our strategy, represents a step change in Carillion’s ability to compete successfully in its chosen markets. As a result, we transformation. expect the acquisition of Mowlem to enhance earnings materially in 2007, the first full year of operation following the acquisition. In this report, Carillion has presented for the first time its full-year financial results under International Financial Reporting Standards. In The strong platform that has enabled us to acquire Mowlem and 2005, revenue increased by 15 per cent to £2,284 million, including move forward into 2006 with considerable confidence is due to joint ventures, (2004: £1,985 million), despite the impact of the leadership of Carillion’s senior management team and the transferring to Network Rail maintenance contracts that generated commitment and professionalism of all its people. On behalf of £150 million of revenue in 2004. Underlying* profit before tax also the Board I should like to offer our thanks to everyone in Carillion increased by 15 per cent to £55.5 million (2004: £48.1 million). for the contributions they have made to our success. Operating cash flow remained strong and at 31 December 2005 net cash amounted to £90.8 million (2004: £128.8 million). In view of the financial performance in 2005 and enhanced prospects for future growth, the Board is recommending a final The intake of new orders in 2005 was particularly strong and by ordinary dividend for 2005 of 5.2 pence per share, making the total the year end the value of the Group’s order book and framework full year dividend 8 pence per share, an increase of some 7 per cent contracts had increased by 40 per cent to £7 billion (2004: £5 billion). on the total dividend paid in respect of 2004 (7.5 pence per share). The final ordinary dividend for 2005 will be paid on 23 June 2006 The integration of PME, which we acquired in March 2005, has to shareholders on the register at close of business on 28 April 2006. been completed successfully. This has significantly strengthened our building management and support services capability and enhanced our earnings in 2005. Three non-executive directors, Sir Neville Simms, our previous chairman, Andrew Parrish and Roger Dickens, retired from the Board in 2005. I should like to record the Board’s thanks and recognition Philip Rogerson for their contributions to the development and success of Carillion Chairman and in particular to record the Board’s deep sadness at the death 8 March 2006 of Roger Dickens early in 2006. During 2005, we were pleased to welcome to the Board two new non-executive directors. The appointment of Vanda Murray OBE in June, which I reported to shareholders in my Interim Report, was followed by the appointment in November of David Maloney, who brings to the Board considerable experience in a number of service industry sectors. *Underlying profit and underlying earnings per share, which are defined on page 60, are used to report our financial performance in 2005 on a comparable basis to that of 2004. Carillion plc Section 03 Annual Report and Accounts 2005 Making tomorrow a better place 04 Making tomorrow a better place Carillion’s success is driven by our commitment to providing a first-class customer experience using our wide range of skills and resources to provide integrated solutions Section 03 Carillion plc Making tomorrow a better place Annual Report and Accounts 2005 05 In 2005, Carillion made a major £300 million. These included a A balanced and breakthrough in the UK Defence Public Private Partnership (PPP) market. With our joint venture project to build nine new schools more resilient partners we won two support in Renfrewshire, with a construction services contracts for Defence Estates, value of around £100 million and business together worth around £1.2 billion in which we will invest approximately over a period of up to 10 years. £4 million of equity, and a £100 These contracts involve maintaining million contract to provide design and upgrading Ministry of Defence and construction services for six new family accommodation comprising schools in Leeds. A Carillion joint some 45,000 properties in England venture was also appointed preferred and Wales and the maintenance, bidder for a PPP project in Ayrshire refurbishment and replacement of to provide six new schools with a around 8,500 other buildings and construction value of over £70 million infrastructure in central England and in which we expect to invest and Wales.