Serco Group plc Group Serco Annual Report Annual Accounts and 2018 Annual Report and Accounts 2018 Contents Strategic Report Serco Group plc is a leading provider of public 03 Highlights services. Our purpose is to be a trusted partner 04 At a glance 06 Chairman’s statement of governments, delivering superb services that 09 Key Performance Indicators transform outcomes and make a positive 12 Our Market 15 Our Business Model difference to our fellow citizens. 16 Our performance framework and strategic priorities 18 Strategy implementation We gain scale, expertise and diversification by 20 Chief Executive’s Review operating internationally across five sectors and 28 Divisional Reviews 34 Finance review four geographies: Defence, Justice & Immigration, 52 Risk Management Transport, Health and Citizen Services, delivered 54 Principal Risks and Uncertainties in the UK, Europe, North America, Asia Pacific 64 Viability statement 66 Corporate Responsibility and the Middle East. Corporate Governance 84 Board of Directors 86 Chairman’s governance overview 89 Board and Governance 91 Group Risk Committee Report 94 Audit Committee Report 100 Nomination Committee Report 102 Corporate Responsibility Committee Report 104 Code compliance 106 Remuneration Report - 20+ implementation COUNTRIES 126 Remuneration report - policy summary 132 Directors’ Report 138 Directors’ Responsibility Statement Financial Statements 140 Independent Auditor’s Report 151 Consolidated Income Statement 152 Consolidated Statement of Comprehensive Income 500+ 153 Consolidated Statement of CONTRACTS Changes in Equity 154 Consolidated Balance Sheet 155 Consolidated Cash Flow Statement 156 Notes to the Consolidated Financial Statements 222 Company Balance Sheet 223 Company Statement of Changes in Equity 224 Notes to the Company Financial Statements 228 Appendix: List of Subsidiaries 231 Appendix: Supplementary Information 50,000+ 232 Shareholder Information EMPLOYEES For more and the latest information please 233 Useful Contacts visit our website at: www.serco.com Strategic Report Highlights Strategic Report Revenue Order Book £2,837m £12.0bn 2017: £2,951m 2017: £10.7bn Underlying Trading Profit Reported Operating Profit £93.1m £80.5m 2017: £69.3m 2017: £21.1m Underlying EPS, diluted Reported EPS, diluted Governance Corporate 5.21p 5.99p 2017: 3.36p 2017: (0.76p) Free Cash Flow Employee Engagement £25.0m 67 points 2017: (£6.7m) 2017: 56% (see KPIs on page 11 for change of definition) Financial Statements Financial P.15 SEE PAGE FOR MORE INFORMATION ON OUR BUSINESS Annual Report and Accounts 2018 Serco Group plc | 03 At a glance What we do Serco delivers services to governments and other institutions who serve the public or protect vital national interests. Serco’s roots go back to 1929, and in 1988 the Group was listed on the London Stock Exchange. Now, Serco is a FTSE 250 company managing over 500 contracts worldwide and employing over 50,000 people across our operations. We deliver services through people, supported by scale to deliver the service standards, cost efficiencies effective processes, technology and skilled management. and policy outcomes governments want. In this way Our customers define what outcomes or services we make a positive difference to the lives of millions of they need to deliver, and we develop new and more people around the world, often looking after some of effective ways to deliver them. We provide innovative the most vulnerable and disadvantaged in society and solutions to some of the most complex challenges facing helping to keep nations safe. governments, bringing our experience, capability and Our core sectors Our business is focused across five core sectors, with revenue in 2018 of £2,837m or, including our share of joint ventures and associates to reflect our total scale in each sector, of £3,212m. Justice & Defence Transport Health Citizen Services Immigration £947m £550m £548m £398m £769m Key services Base and Custodial Rail, ferry and Integrated Contact centres operational services cycle operations facilities and case support Immigration Road traffic management management Engineering, detention management Pathology and Middle, back management services Air traffic control non-clinical office and IT and information Detainee support services services services transport and Patient Employment and Nuclear, space monitoring administration skills services and maritime and contact services 04 | Serco Group plc Annual Report and Accounts 2018 Where we operate Strategic Report Serco’s operations are across four geographic regions: Americas UK & Europe £646m £1,674m Corporate Governance Corporate Asia Pacific £550m Middle East £342m Revenue in 2018 (including share of joint ventures and associates). Financial Statements Financial Our business mix Serco’s revenue by sector and geographic division: Revenue by Sector Revenue by Division 24% 17% 20% 11% 12% 30% 52% 17% 17% Total revenue £3,212m Total revenue £3,212m See page for more Defence Justice & Imigration Americas UK & Europe information on our business Transport Health Citizen Services Middle East Asia Pacic P.15 Revenue in 2018 (including share of joint ventures and associates). Annual Report and Accounts 2018 Serco Group plc | 05 Chairman’s Statement 2018 Highlights • Underlying Trading Profit of £93m, an increase of 34%. • Order intake of £2.9bn, a book-to-bill ratio of over 100%. • Two acquisitions completed and integrated during the year. • Strong balance sheet, with reduced leverage and refinancing completed. • Positive engagement in the public debate Sir Roy Gardner regarding public services provision. Chairman • Further development of the Board, governance and effectiveness. • After a defining year of progress in 2018, positive outlook for 2019 and beyond. Serco’s purpose is to be a trusted partner of governments, providing superb public services that transform outcomes and 2018 has been a defining year of make a positive difference for our fellow citizens, whilst progress in delivering Serco’s delivering attractive returns to our shareholders and rewarding careers to our employees. Our approach to achieving this is turnaround, and marks an inflection through aspiring to be the best-managed company in our point for our business. We are moving sector, and concentrating on doing four things really well: through the ‘Transform’ stage to the winning good business; executing brilliantly; being a place people are proud to work; and being profitable and ‘Grow’ stage as planned, whilst also sustainable. We have done well in 2018 against these taking the opportunity to shape objectives. I am proud of the work we do and of the progress markets and make acquisitions. being made. Delivering our plan In 2015, following an operating loss of £1.3bn in 2014 and major issues with our largest customer, new management set out a We have stabilised revenue, and, after several three-stage plan for Serco: Stabilise, Transform, Grow. years of decline, in 2018 we substantially Stabilisation was largely completed in 2015 with the recruitment of a new management team, recapitalisation of the business increased profits, generated positive free cash and delivery of a corporate renewal programme. flow and maintained a strong balance sheet. Transformation then started in earnest, and will continue Improving service delivery for our customers through 2019 while also ensuring it is embedded as ‘business and operational performance has also been as usual’. 2018 has marked the start of delivering the third phase – Growth – with Underlying Trading Profit increasing for pleasing, including driving further cost the first time in five years. efficiencies and excellent progress in I am pleased to report that in 2018 we made progress on a expanding the value of our contract order number of fronts. First, we had another year of very strong book. Effective risk management and order intake, at £2.9bn. This represents a book-to-bill ratio – the governance also remains at the heart of intake value of contracts we add to the order book compared securing our future success. to how much revenue we are billing our customers – of over 100%, repeating a similar achievement in 2017. Our closing order book now stands at £12.0bn – the highest level since 2013. The strong order intake underlines the progress we have made developing our customer propositions and business development skills. It also reflects the benefit of the balance of our business internationally and proof of our geographic reach, with around 80% of our intake in 2018 coming from customers outside the UK, the second successive year our order intake has been very largely from markets outside the UK. 06 | Serco Group plc Annual Report and Accounts 2018 Secondly, we have delivered significant growth in Underlying Looking beyond 2019, the rate of margin improvement Strategic Report Trading Profit which increased by 34% from £69.3m to £93.1m, and profit growth will increasingly depend on our ability to an outcome considerably better than our initial guidance of grow revenues, and the recent increase in our order book around £80m. Revenue reduced 4% to £2,837m, but was and some very large contract wins since the start of 2019 give broadly flat on an organic constant currency basis in the second us confidence that we can do so. The Strategy Review half of the year. The profit improvement includes a strong announced in March 2015 set out a long-term ambition that the operating performance together with good progress on business could grow in line with a market which had