Restoring QinetiQ to Strength QinetiQ Group plc Annual Report and Accounts 2010 Directors’ Report – Business Review QinetiQ uses its domain knowledge to provide technical advice to customers in the global aerospace, defence and security markets. Its unique positioning enables it to be a trusted partner to government organisations, predominantly in the UK and the US, including defence departments, intelligence services and security agencies. Key facts For more information GO ONLINE • We employ more than 13,000 people worldwide; 6,900 people in the www.QinetiQ.com UK and Australia and 6,100 people in North America. • Our scientists and engineers solve some of the world’s most important problems. • We are the UK’s largest research and technology organisation. • We are the world’s leading supplier of military robotics. • More than 85% of our workforce carry high-level national security clearances. Contents Directors’ Report – Business Review Financial Statements Performance 1 Independent Auditor’s report 45 The business at a glance 2 Consolidated income statement 46 Chairman’s statement 4 Consolidated statement of comprehensive income 47 Chief Executive Officer’s review 6 Consolidated statement of changes in equity 47 Performance Review – QinetiQ North America 10 Consolidated balance sheet 48 Performance Review – EMEA 11 Consolidated cash flow statement 49 Chief Financial Officer’s review 12 Notes to the financial statements 50 Key performance indicators 16 Company balance sheet 94 Principal risks and uncertainties 18 Notes to the Company financial statements 95 Corporate responsibility review 22 Five-year record 97 Glossary 98 Financial calendar and shareholders 99 Directors’ Report – Governance Board of Directors 26 Corporate Governance report 28 Remuneration report 36 Other statutory information 42 Statement of Directors’ responsibilities 44 Cautionary statement All statements other than historical facts included in this document, including unknown risks, uncertainties and other important factors which could cause without limitation, those regarding the financial condition, results, operations the actual results, performance or achievements of QinetiQ, or the markets and businesses of QinetiQ, and its strategy, plans and objectives and the and economies in which QinetiQ operates, to be materially different from markets and economies in which it operates, are forward-looking statements. future results, performance or achievements expressed or implied by such Such forward-looking statements, which reflect management’s assumptions forward-looking statements. Nothing in this document should be regarded made on the basis of information available to it at the time, involve known and as a profit forecast. www.QinetiQ.com QinetiQ Group plc Annual Report and Accounts 2010 1 Our markets are likely to remain uncertain for some time, but we now have a decisive programme of self-help to restore value. We are acting to make our costs more competitive, our productivity better and our debt lower. We are changing our structure to benefit from QinetiQ’s overall strengths. Most of all, we are working to transform our culture into one based on leadership, accountability and empowerment of what is an outstanding group of people. Leo Quinn Chief Executive Officer Performance See pages 12-15 for more information £1,625.4m £457.4m Revenue (2009: £1,617.3m) Net debt (2009: £537.9m) £120.3m 11.1p Underlying operating profit* (2009: £151.6m) Underlying earnings per share* (2009: 15.9p) £(25.3)m (9.7)p Operating (loss)/profit (2009: £128.1m) Basic earnings per share (2009: 14.3p) 7.4% 1.58p Underlying operating margin* (2009: 9.4%) Dividend (2009: 4.75p) • Difficult year – sales disappointing, margins weakened; • Markets remain challenging; • Review of operations complete – priorities agreed; • Programme underway to restore QinetiQ to strength over next two years; • Immediate drive on debt reduction to reduce net debt:EBITDA from 2.5x† to a target of below 2x†, by decisive internal programme to restore value; and • Board recommending a suspension of dividend for 12 months. * Definitions of underlying measures of performance are in the glossary on page 98. Underlying financial measures are presented, as the Board believes these provide a better representation of the Group’s long-term performance trend. † Annualised and calculated in accordance with the Group’s credit facility ratios. QinetiQ Group plc Annual Report and Accounts 2010 1 Directors’ Report – Business Review The business at a glance How we operate QinetiQ’s business model is based on providing hi-tech advice to customers and building relationships as a trusted partner. Our customers value our technical and domain knowledge in support of professional services. They value our independence and our integrity, and trust us to share in their mission. Our markets We provide the following capabilities: Defence • Technical assistance and programme support • Technology offerings • Test and evaluation Security Aerospace • Research and development • Training delivery Highlights in our markets during the year Aerospace Defence Security Typhoon programme Iraqi flight-training Cyveillance The business won a £37m, three-year We continue to deliver Iraqi flight-training Cyveillance, providing proactive preventative contract during the year to support the services as part of a multi-year contract solutions for customers in the cyber Typhoon programme. worth more than $100m. security market, was acquired during the year for an initial consideration of £26.1m. 2 www.QinetiQ.com QinetiQ Group plc Annual Report and Accounts 2010 3 What we offer QinetiQ provides services and products across international markets. Our services business, which accounts for approximately 80% of total sales, is based on providing expertise and knowledge in national markets. Our products business provides the platform for potential profitable growth on a global basis. At the start of the new financial year we moved to a new structure: • US Services • UK Services • Global Products We believe this structure will provide greater focus to leverage QinetiQ’s expertise, technology, customer relationships and business development skills, to enable sustainable and profitable growth over the longer-term. Where we operate We have operations throughout the UK and North America as well as Australia, as illustrated. Our capabilities are utilised across the world by an international range of customers who recognise QinetiQ as a trusted partner. 2 www.QinetiQ.com QinetiQ Group plc Annual Report and Accounts 2010 3 Directors’ Report – Business Review Chairman’s statement A tough year, given the economic, market and political uncertainty. Mark Elliott Chairman Dear shareholder, In November, Leo Quinn joined the Board as Chief Executive Officer to lead the next stage of QinetiQ’s development. Leo took over I am pleased to submit my first report as Chairman of QinetiQ, the reins from Graham Love who left the Group after eight years, having assumed the role in March this year, following the retirement having taken the organisation through privatisation. Leo joined the of Sir John Chisholm. Group having led De La Rue plc, overseeing its transformation into a focused, market-leading security printer. Prior to that, Leo was The last financial year was noteworthy for the Group given the responsible for a number of business turnarounds in both Europe changes in our markets on both sides of the Atlantic. Responding to and the US. Leo has drive and energy, and a passion for operational fast-moving market developments has required a step change by the excellence and delivery. I am pleased to report that in the short time business and particularly by our people. I would like to pay testimony that he has been with the Group, he has already started the process to our employees who have taken on the challenge to adapt quickly of its transformation. The Board is fully supportive of the priorities to the changing priorities of our customers. set out by Leo Quinn in his Chief Executive Officer’s report. With changes in the political landscape on both sides of the Atlantic, The results compounded by economic pressures, our business has experienced Group revenues were flat at £1,625.4m (2009: £1,617.3m), including considerable uncertainty. On the back of political change, customers a £43m benefit from the strengthening US dollar exchange rate. The have delayed decision making as they review their budgets. As a overall organic decline in US revenues at constant currency was 4%, consequence of these market changes, in November we alerted the with the decline in higher margin product sales partially offset by market that the Group was unlikely to meet market expectations. growth in services. The UK businesses suffered from a reduction in The wider UK budget pressures and delays in contract awards the historic concentration of Ministry of Defence (MOD) order flow resulted in lower utilisation of our teams in the last quarter. This towards the year end, although this impact was partially masked at was followed in January by confirmation that the delays in orders the revenue level by higher pass-through revenues, resulting in a 1% for survivability products and Unmanned Ground Vehicles within organic decline in EMEA revenues. the QinetiQ North America (QNA) Technology Solutions Group would result in performance for our second half not exceeding that of the As a result of the reduction in higher contribution revenues, first half. This was disappointing and highlighted the need for the underlying operating profit* decreased to £120.3m (2009: £151.6m), business to be more agile and to look to itself to reduce its cost base, resulting in an underlying margin* of 7.4% (2009: 9.4%). The EMEA to ensure that it remains competitive. underlying margin* decreased to 7.5% (2009: 10.0%) and the QNA underlying margin* fell to 8.5% (2009: 10.8%). Losses for the Ventures The safety of our operations remains a priority. Following the tragic division reduced as a result of the partial disposal of Cody Gate loss of Nimrod XV230 in 2006 and the subsequent publication of Ventures in the prior year.