Annual Report 2011 Your Global Quality Partner AboutAbout IntertekIntertek InterIntertektek (ww(www.intertek.com)w.intertek.com) is a lealeadingding provproviderider of qualityquality andand safetysafety solutionssolutions servingserving a widewide rarangenge ofof induindustriesstries araroundound tthehe wworld.orld. FromFrom auditingauditing andand inspeinspection,ction, to testesting,ting, quaqualitylity assuassurancerance anandd cercertification,tification, IntertekIntertek pepeopleople are dedicateddedicated to aaddingdding valuevalue to customers’customers’ productsproducts anandd pprocesses,rocesses, ssupportingupporting ttheirheir succsuccessess iinn the ggloballobal marmarketplace.ketplace. WWithith a networknetwork ofof moremore thanthan 1,0001,000 laboratorieslaboratories aandnd officesoffices andand overover 30,00030,000 peoplepeople in mormoree tthanhan 110000 countries,countries, IntertekIntertek hehelpslps iitsts cclientslients to meemeett eendnd users’users’ expectationsexpectations aacrosscross iincreasinglyncreasingly diverdiversese qquality,uality, hehealth,alth, environmental,environmental, ssafetyafety andand socialsocial aaccountabilityccountability asaspectspects in vvirtuallyirtually aanyny mmarketarket aaroundround the wworld.orld. Contents Overview Financial Statements 01 Financial Highlights 62 Consolidated Income Statement 02 Intertek at a Glance 63 Consolidated Statement of 04 Chairman’s Statement Comprehensive Income 64 Consolidated Statement of Directors’ Report – Business Review Financial Position 06 Chief Executive Officer’s Review 65 Consolidated Statement of Changes 12 Intertek Operations Committee in Equity 14 Operating Review 66 Consolidated Statement of Cash Flows 24 Financial Review 67 Notes to the financial statements 30 Sustainability and CSR Report 107 Intertek Group plc Company Balance Directors’ Report – Governance Sheet and Notes 36 Board of Directors 38 Corporate Governance Report Other 45 Principal Risks and Uncertainties 111 Shareholder and Corporate Information 48 Remuneration Report 112 Global Reporting Initiative Index 57 Other Statutory Information 59 Statement of Directors’ Responsibilities 60 Independent Auditor’s Report Cautionary statement This Annual Report contains certain forward-looking statements with respect to the financial condition, results, operations and business of Intertek Group plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward- looking statements and forecasts. Nothing in this Annual Report should be construed as a profit forecast. Financial Highlights Strong revenue and profit Strong five year performance in 2011 growth record > Revenue up 27% > Revenue up 23% > Organic revenue4 up 8.3% > Adjusted operating profit1 up 23% > Adjusted operating profit1 up 24% > Adjusted diluted EPS1 up 22% > Adjusted operating margin1 16.1% > Dividend per share2 up 17% 2011 Five Year Trend Revenue £m Revenue £m 1,749 1,749 1,374 1,374 +27% +23% 1,237 1,004 Organic revenue +8.3% 3 CAGR 775 at constant exchange rates4 2010 2011 2007 2008 2009 2010 2011 Adjusted operating profit1 £m Adjusted operating profit1 £m 281 281 227 227 +24% +23% 209 165 3 CAGR 122 2010 2011 2007 2008 2009 2010 2011 Adjusted diluted EPS1 (pence) Adjusted diluted EPS1 (pence) 107.2 107.2 89.4 89.4 81.5 +20% +22% 67.1 3 CAGR 48.8 2010 2011 2007 2008 2009 2010 2011 Statutory diluted EPS (pence) Dividend per share 2 (pence) 85.3 33.7 79.3 28.1 25.5 +8% +17% 20.8 18.0 CAGR3 2010 2011 2007 2008 2009 2010 2011 1. Adjusted operating profit, adjusted operating margin and adjusted diluted earnings per share (‘EPS’) are stated before Separately Disclosed Items, which are described in note 3 to the financial statements. 2. Dividend per share for 2011 is based on the interim dividend paid of 10.7p (2010: 9.3p) plus the proposed final dividend of 23.0p (2010: 18.8p). 3. CAGR represents the five year compound annual growth rate. 4. Growth at constant exchange rates compares both 2011 and 2010 at the average exchange rates for 2011. Intertek Annual Report 2011 | 01 Intertek at a Glance Intertek is a leading provider of quality and safety solutions. From auditing and inspection to testing, quality assurance and certification, we work in partnership with our clients to help them succeed in the global marketplace. Our Industries Revenue by Region Revenue by Division 32% 05 01 Aerospace & Automotive Building Products Chemicals 04 Consumer Goods & Retail 32% Electrical & Electronic 02 36% Energy 03 Food & Agriculture Government & Trade Industrial & Manufacturing Americas 01 Commodities – 30% Asia Pacific 02 Industry & Assurance – 27% IT & Telecoms EMEA 03 Consumer Goods – 18% Medical & Pharmaceutical 04 Commercial & Electrical – 17% 05 Chemicals & Pharmaceuticals – 8% Minerals Petroleum Our global spread allows us to understand Our five divisions are aligned with the Textiles, Apparel & Footwear the local markets in which our clients industries we service to support our clients Toys, Games & Hardlines operate, giving the benefit of local with in-depth knowledge and experience. understanding on a global scale. Commodities Industry & Assurance Consumer Goods We provide independent cargo inspection, Using in-depth knowledge of the oil, We are a market leading provider of services analytical assessment, calibration and gas, nuclear, power, renewable energy, to the textiles, toys, footwear, hardlines, related research and technical services to construction, food, chemical and agricultural food and retail industries. As partner to the world’s petroleum, mining, minerals and industries, we provide a diverse range of retailers, manufacturers and distributors, biofuels industries. We also provide services services to help customers meet global quality we offer expertise on issues ranging from to governments and regulatory bodies to standards. These include asset integrity restricted hazardous substance and support trade activities that help the flow management, exploration and production sustainability to supply chain security and of goods across borders. support, consulting, training and third-party legislation relating to environmental, ethical management systems auditing. We also and trade security issues. Services include provide certification services, second-party testing, inspection, auditing, advisory supplier auditing, sustainability data services, quality assurance and hazardous verification and process performance analysis. substance testing. 02 | www.intertek.com Our Customers We work with over 200,000 customers ranging from the smallest business to the largest conglomerate, delivering customised commercial and compliance solutions, that cater to individual client requirements, everywhere they do business. 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We support customers expert consultancy related technical support +27% in a wide range of industries including home services and sustainability solutions. We Strong organic growth supplemented appliances, consumer electronics, lighting, have an established track record of success by acquisitions medical, building, industrial and HVAC/R in laboratory outsourcing with many large, (heating, ventilation, air conditioning internationally recognised companies and and refrigeration), information and our world leading technical experts also communications technology (ICT), support internal technical development. renewable energy and automotive. Intertek Annual Report 2011 | 03 Chairman’s Statement Sir David Reid Results It was my great pleasure to join Intertek at the end of 2011 and Chairman I am delighted to announce strong full year growth. The Group generated revenue of £1,749m, an increase of 27% over the prior year. Excluding acquisitions, revenue growth was 8%. Operating profit was £234m, up 13% over the prior year. It was my great pleasure to join Adjusted operating profit increased to £281m, up 24% and our adjusted