PEOPLE WHO KNOW HOW QinetiQ Group plc Annual Report and Accounts 2012 Revenue by business GP RoU overvIEw £m The Group operates three divisions: UK Services, US Services and Global Products; this enables us 22% to leverage our expertise, technology, customer 42% relationships and business development skills effectively. 36% our services businesses, which account for more than 75% of total sales, are focused on providing 2012 2011† expertise and knowledge in national markets. £m £m our products business focuses on the provision UK Services 610.1 652.7 US Services 534.5 607.3 of product-based solutions to meet customer Global Products 325.0 442.6 requirements, complemented by contract-funded Total 1,469.6 1,702.6 research and development on a global basis. Division Revenue Employees UK Services £610.1m 5,157 (2011: £652.7m)† (2011: 5,337)† Underlying operating profit* £63.0m (2011: £47.4m)† Division Revenue Employees US Services £534.5m 3,940 (2011: £607.3m)† (2011: 4,686)† Underlying operating profit* £32.1m (2011: £45.9m)† Division Revenue Employees Global Products £325.0m 1,083 (2011: £442.6m)† (2011: 1,185)† Underlying operating profit* £66.2m (2011: £52.1m)† * Definitions of underlying measures of performance are in the glossary on page 107. † Restated to reflect the transfer of businesses from Global Products to UK Services and US Services at the beginning of the 2012 financial year. Underlying operating profit by business* Revenue by major customer type Revenue by geography £m £m £m 7% 17% 39% 33% 41% 39% 50% 54% 20% 2012 2011† 2012 2011 2012 2011 £m £m £m £m £m £m UK Services 63.0 47.4 UK Government 482.8 526.5 United Kingdom 570.1 623.7 US Services 32.1 45.9 US Government 730.5 894.3 North America 788.7 949.2 Global Products 66.2 52.1 Other 256.3 281.8 Other 110.8 129.7 Total 161.3 145.4 Total 1,469.6 1,702.6 Total 1,469.6 1,702.6 Capabilities Developments during the year Customers • Acquisition services • Reorganisation of division into • Ministry of Defence (MOD) • Air engineering strategic business units • DSTL • C4ISR • Award of four-year £38m Naval • The Highways Agency • Cyber solutions Combat Systems Integration • UK security agencies • Force and base protection Support Services contract • Australian Department • Programme and procurement support • Award of £22m multi-year test of Defence • Information and intelligence and evaluation A400M contract • Test and evaluation • Training and simulation Capabilities Developments during the year Customers • C4ISR • Restructuring programme undertaken, • NASA • Cloud computing reducing indirect costs by US$25m • US Department of Homeland • Cyber solutions • Award of US$36.5m IDIQ scientific and Security (DHS) • Data analysis analytic support contract for the Patrick • US Department of Defense (DoD) • IT systems, software engineering Air Force Base, Florida • US Department of State (DoS) and integration • Logistics • Mission assurance • Mobility solutions • Modelling • Training and simulation Capabilities Developments during the year Customers • Pyrolysis (Energy from waste) • E-X-Drive® selected for the technology • US Department of Defense (DoD) • Sensor networks development phase of the US Army’s • Ministry of Defence (MOD) • Survivability systems Ground Combat Vehicle Program • UK and North American • Vehicle power management • OptaSense® incorporated as an security agencies • Unmanned systems independent global business • Shell • Disposal of Spectro • European Space Agency • Astrium • BAE Systems P ERFORMANCE HIGHLIGHTS Revenue Net debt £1,469.6m £ 1 2 2 . 2 m 2012 £1,469.6m 2012 £122.2m 2011 £1,702.6m 2011 £260.9m 2010 £1,625.4m 2010 £457.4m Underlying operating profit* Underlying earnings per share* £ 1 6 1 . 3 m 1 4 . 6 p 2012 £161.3m 2012 14.6p 2011 £145.4m 2011 14.2p 2010 £120.3m 2010 11.1p Underlying operating cash conversion* Gearing ratio† 1 4 6 % 0.5x 2012 146% 2012 0.5x 2011 183% 2011 1.4x 2010 145% 2010 2.5x Underlying operating margin* Total dividend 1 1 % 2.90p 2012 11.0% 2012 2.90p 2011 8.5% 2011 1.60p 2010 7.4% 2010 1.58p * Definitions of underlying measures of performance are in the glossary Cover image on page 107. Gemma Doré, Flight Test Engineer, Flight Physics team, † The gearing ratio is net debt to adjusted EBITDA and the definition is in the at MOD Boscombe Down, Wiltshire. glossary on page 107. CTTSON EN A PNNUAL RE oRT and AccoUNTS 2012 Directors’ report: Business review 02 our mission 03 Chairman’s statement 04 Chief Executive officer’s statement 07 our business model 08 Trusted to deliver 10 Committed to the mission 12 Innovative and forward-looking 14 operations overview: 14 UK Services 15 US Services 16 Global Products 17 Chief Financial officer’s review 23 Key performance indicators 26 Risks and uncertainties 30 Corporate responsibility and sustainability review Directors’ report: Corporate governance 34 Board of Directors 36 Corporate governance report 44 Remuneration report 53 other statutory information 56 Statement of Directors’ responsibilities 12 Financial statements 57 Independent auditor’s report 58 Consolidated income statement 59 Consolidated statement of comprehensive income 59 Consolidated statement of changes in equity 60 Consolidated balance sheet 61 Consolidated cash flow statement 03 61 Reconciliation of movement in net debt 62 Notes to the financial statements 103 Company balance sheet 104 Notes to the Company financial statements 04 106 Five-year record 107 Glossary 108 Shareholder information 109 Additional information 10 08 QinetiQ Group plc Annual Report and Accounts 2012 1 AN overvIEw OUR MISSION Our business is based on technical expertise, knowledge and advice to solve some of the world’s most challenging problems. Our most prized possession is trust. Customers around the world rely on the ideas, innovations and drive of our people to help them meet their goals – often in environments where their mission has no second chance for success. Whether we are supplying technical services support to the defence industry or helping a bank to keep its customer records safe – we aim to deliver solutions that work first time and every time. * Definitions of underlying measures of performance are in the glossary on page 107. † The gearing ratio is net debt to adjusted EBITDA and the definition is in the glossary on page 107. 2 QinetiQ Group plc Annual Report and Accounts 2012 Business review Corporate governance Financial statements C HAIRMAN’S STATEMENT D LVE I ERING VALUE Board changes At the end of January 2012, Sir David Lees, who had been Deputy Chairman and Senior Independent Director since 2005, retired from the QinetiQ Board. On behalf of the Board, I thank Sir David for his significant contribution to the Company, particularly in its early years of development. In November 2011, Michael Harper joined the QinetiQ Board as a Non-executive Director and, following Sir David’s retirement, became the Group’s Deputy Chairman and Senior Independent Director. An engineer by training, Michael was previously the Chief Executive Officer of Kidde plc. He is Mark Elliott, Chairman Chairman of BBA Aviation plc, the Vitec Group plc and Ricardo plc. This was another uncertain year for Dividend People who know how businesses worldwide. The effects of global The Board proposes a final dividend QinetiQ is rightly proud of the quality of its economic pressures and national budgetary of 2.00p per share for the year ended people. Our teams are committed to our constraints had an impact on companies 31 March 2012 (31 March 2011: 1.60p), customers, committed to the mission and across all geographies and the markets in reflecting the achievement of the self-help trusted to deliver. They combine innovation, which QinetiQ operates were not immune. programme and confidence in the medium agility and responsiveness while working However, I am very pleased to report that term. The final dividend will be paid, subject towards a common objective. Customers against this backdrop, QinetiQ delivered to shareholder approval, on 7 September around the world rely on the expertise and results for 2011/12 of which our employees 2012 to shareholders on the register at capability of our people to help them meet and leaders can rightly be proud. 10 August 2012. their goals – often in environments where their mission has no second chance of Results Transformation programme success. Over a year of considerable change, Group revenue was £1,469.6m (2011: QinetiQ’s 24-month self-help programme our people have continued to deliver for our £1,702.6m) and underlying operating profit* had three strands: focus, cultural customers. The Board and I thank them for rose 11% to £161.3m (2011: £145.4m), transformation and strengthening the their support. resulting in an underlying profit before tax* balance sheet. Management made for the Group of £118.3m (2011: £114.6m). determined advances on all fronts outlook Underlying operating cash conversion* throughout the programme and will Given the continuing uncertainty and lower remained very strong at 146% (2011: 183%). continue to embed these gains in the than normal visibility in defence markets, Full year underlying earnings per share* current and coming years. the Board’s expectations for trading performance in the current year remain were 14.6p (2011: 14.2p). A key step in the year was the Ministry of unchanged. However, underlying earnings Balance sheet Defence’s agreement to proposed changes per share will benefit from early repayment Significant progress on strengthening the to its Special Shareholder rights in QinetiQ, of private placement debt and the reduction balance sheet continued this year. Closing subject to shareholder approval at the in the deficit of the UK defined benefit net debt at 31 March 2012 was £122.2m Group’s next AGM.