Annual Report 2019

Better outcomes

Our purpose Our values

Capita is a purpose-led organisation which exists to 'create better outcomes' for all our stakeholders:

Our people

by providing an environment in which they can thrive and develop

Clients and customers

by delivering solutions, transforming businesses and services, and by delighting them

Suppliers and partners by treating them fairly and encouraging them to deliver

Investors

by delivering improving returns

Society

by acting as a responsible business for the communities we serve

Everyone at Capita strives to create better outcomes for all our stakeholders by living our values of being:

Open
Ingenious
Collaborative
Effective

We bring these values to life through our day-to-day behaviours and by putting our purpose at the centre of everything we do.

We are committed to being a progressive, responsible business – in how we operate, serve society, respect our people and the environment, and deliver improving returns to our investors.

Cautionary statement

The directors present the Annual Report for the year ended 31 December 2019, which includes the strategic report, corporate governance, and audited accounts for this year. Pages 1–97 of this Annual Report comprise a report of the directors which has been drawn up and presented in accordance with English company law, and the liabilities of the directors in connection with that report shall be subject to the limitations and restrictions provided by such law. Where the directors' report refers to other reports or material, such as a website address, this has been done to direct the reader to other sources of Capita plc information which may be of interest. Such additional materials do not form part of this report.

To download a copy of the Annual Report 2019, go to: www.capita.com/year-in-review

*URXSÀQDQFLDO performance

Adjusted revenue1

£3,647.4m (2018: £3,814.7m)

Reported revenue

£3,678.6m (2018: £3,918.4m)

\$GMXVWHGSURÀWEHIRUHWD[¹

£275.0m (2018: £281.2m)

5HSRUWHGORVVSURÀWEHIRUHWD[

£(62.6)m (2018: £272.6m)

Adjusted earnings per share1

13.09p (2018: 16.33p)

Reported (loss)/earnings per share

(4.18)p (2018: 17.99p)

\$GMXVWHGIUHHFDVKÁRZ²

5HSRUWHGIUHHFDVKÁRZ

£(213.0)m (2018: £(260.5)m)

Strategic Report

Our purpose and our values
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02 Capita at a glance
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06 Business model
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19 Financial KPIs
20 Divisional strategy and performance Software
People Solutions Customer Management Government Services Technology Solutions Specialist Services
32 Our people
36 Responsible business
40 Risk management
48 Viability statement

Corporate governance

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52 Board members
54 Executive Committee
56 Corporate governance statement
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66 Nomination Committee
68 Audit and Risk Committee
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Financial statements

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115 Notes to the consolidated ÀQDQFLDOVWDWHPHQWV
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176 Notes to the Company ÀQDQFLDOVWDWHPHQWV
Additional information
186 Shareholder information
187 Alternative performance measures
1. Refer to alternative performance measures (APMs) on pages 187–188.
1. Refer to note 2.10 to the consolidated ÀQDQFLDOVWDWHPHQWV

About us

Capita is a consulting, digital services and software business.

We deliver innovative solutions to simplify the connections between businesses and customers, and between governments and citizens.

We partner with clients to transform their businesses and services.

We GRFRPSOH[DQGGLIÀFXOWWKLQJVVRFOLHQWVGRQ·WKDYHWR

Part of the fabric of UK society, we help millions of people every day.

But we know that, to be a truly responsible business, Capita must change; and that is why we are transforming – on behalf of our clients, the people and societies we serve, and all our stakeholders.

We work across a range of sectors, partnering with our clients and providing the insight, innovative solutions and cutting-edge technologies that give time back, allowing them to focus on what they do best and PDNLQJSHRSOH·VOLYHVHDVLHUDQGVLPSOHU

Private sector

Banking and ÀQDQFLDOVHUYLFHV
Insurance
Life and pensions
Retail

media • Transport • Utilities

Telecoms and
Police and justice

Public sector • Central government • Local government • Education • Emergency services • Health

• Science

Our divisions

&DSLWDKDVVL[RSHUDWLQJGLYLVLRQVÀYH²6RIWZDUH3HRSOH6ROXWLRQV&XVWRPHU 0DQDJHPHQW*RYHUQPHQW6HUYLFHVDQG7HFKQRORJ\6ROXWLRQV²DUHIRFXVHG on key growth markets; and the sixth, Specialist Services, contains standalone businesses being managed on a portfolio basis to maximise value. The six divisions are supported by a common set of company-wide capabilities and functions.

Growth platforms

Specialist, high-margin enterprise products

Government Services Tech-enabled, public sector business services

People Solutions

Integrated human resources services and products experience for our clients

Technology Solutions Digital IT and connectivity solutions

Customer Management Transforming customer

'LYLVLRQDOÀQDQFLDOSHUIRUPDQFH (see pages 20 to 31) is presented on an adjusted basis. Reported is not included, as the Board assesses divisional performance on adjusted results. The FDOFXODWLRQRIDGMXVWHGÀJXUHVDQGRXU key performance indicators (KPIs) are contained in the APMs on pages 187–188.

Value platform

Specialist Services Standalone businesses managed for value

Strategic report

Our strategy

Our plan is to do fewer things, better

We are simplifying and strengthening to succeed as a business that: is truly responsible and predictable; generates VXVWDLQDEOHUHYHQXHJURZWKDQGFDVKÁRZV VLPSOLÀHVVHUYLFHVUHGXFHVFRVWVDQG frees up time; creates better experiences for end-customers; is innovative and creative; has an improved reputation, based on competence and integrity; and creates better outcomes for all stakeholders.

Simplify

'HÀQHFOHDUYDOXH SURSRVLWLRQVIRUGHÀQHG markets/sectors
Standardise and consolidate core business processes
Rationalise our portfolio of value propositions and business units
Clarify governance and decision-making procedures
Empower our people to deliver for clients

Strengthen

Invest in the right people with the right values and behaviours
Ensure our people are engaged in and understand the company transformation
Equip our people with the right tools for creating better outcomes
Improve operational and programme delivery capability
Invest in capability for growth, including client value propositions (CVPs)
Improve innovation and build digital capability
Clarify our desired capital structure and allocation

Succeed

As a business that:

Is truly responsible and predictable
Generates sustainable revenue growth and FDVKÁRZV
6LPSOLÀHVVHUYLFHV reduces costs and frees up time
Creates better experiences for end-customers
Is innovative and creative
Is seen as trustworthy and has an improved reputation
Creates better outcomes for all stakeholders

Our people and international dimension

:KLOHZHDUHWKH8.·VODUJHVWEXVLQHVV processes outsourcing (BPO) provider, we also have a growing international operation and sales focus.

We have multiple capabilities within our global network, with almost 20,000 of our 61,000 people based outside the UK, with colleagues in Germany, Ireland, Poland, Switzerland, the United Arab Emirates and the United States. We now have more than 8,000 colleagues in India and 4,000 in South Africa.

The new Capita is evolving as a consulting, digital services and software business with an increasingly international footprint, which delivers better outcomes for all its stakeholders – and values all its people, whatever their roles and wherever they work.

More about our people strategy can be found RQSDJHV²

Creating better outcomes

"Increasingly, Capita is recognised as a purpose-led company, sincere in its commitment to responsible business and driven to make a positive contribution to society."

Sir Ian Powell Chairman

Capita is part-way through a multi-year transformation and, as we transform, we are guided by our common purpose. We defined this in 2019 as 'we create better outcomes' for all our stakeholders – our people, clients and customers, suppliers and partners, investors, and society. Our purpose sits at the heart of everything we do and informs all strategic decisions.

Capita employs 61,000 people and every day we touch the lives of millions through the provision of vital services. We aspire to use our position within society to be a force for good and, through our actions, drive progress for the individuals and communities we serve.

In 2019, we saw a positive shift in our reputation and how we are perceived. Increasingly, Capita is recognised as a changing, purpose-led company that is sincere in its commitment to responsible business and driven to make a positive contribution to society.

Over the course of the year, we continued to make good progress with our transformation – and we achieved most of what we set out to do and was within our control. However, it proved more challenging than anticipated, in terms of complexity and cost, due to the depth of the turnaround required. External factors also affected our progress, including political uncertainty and testing trading conditions in our core UK market.

I would like to thank our shareholders for their continued patient support. The progress we have made in transforming WKHEXVLQHVVQRZQHHGVWREHUHÁHFWHG in a return to organic revenue growth DQGLPSURYHGÀQDQFLDOSHUIRUPDQFH

The Board and governance

In 2019, as we continued to strengthen governance, Capita became the only FTSE-listed company to appoint two employees from its wider workforce as non-executive directors. This was done to broaden the perspective of the Board and ensure the voices of colleagues inform strategic decision making at the highest level of the business. Our employee directors, Lyndsay Browne and Joseph Murphy, joined the Board in July and have brought fresh and welcome insight.

In October, we welcomed Georgina Harvey to the Board as an independent nonexecutive director and the new chair of the Remuneration Committee. I would like to thank John Cresswell, who continues as a non-executive director, for leading the committee from 2015; and thank all the members of the Board for their continued support and contribution throughout the year.

Culture and diversity

We made good progress in 2019 towards the goal of making Capita a place in which our people can thrive and have the opportunity to develop their potential to the fullest. As well as GHÀQLQJRXUFRPPRQSXUSRVHZHDUWLFXODWHG the values and the behaviours we expect all colleagues to demonstrate. We improved

HPSOR\HHEHQHÀWVLQFOXGLQJDSOHGJHWR pay all UK employees the real living wage as a minimum. Industry-leading talent was recruited to key positions, including four QHZGLYLVLRQDOH[HFXWLYHRIÀFHUVDQG senior hires were made in our new Capita Consulting business.

When I joined Capita as Chairman, the other members of the Board and I committed to promote greater gender diversity across the whole organisation, particularly at senior levels; and I am pleased to report that gender diversity at senior levels improved over the past year. The company is now ranked 70th in the Hampton-Alexander Review, which measures female representation within FTSE 250 senior management teams. Our 2019 ranking represents a climb of 40 places from ·VUHYLHZDQGDQLPSURYHPHQWRI places since 2017.

However, there is still much to do. It is disappointing that our gender pay gap across the company has increased. We are also very conscious that, despite some progress at the Executive Committee level and in senior management positions, we have no ethnically diverse representation on the Board; we will increase our focus on these key areas.

Our place in society

Over the past year, we continued to be mindful of the position Capita occupies in society and the opportunity we have to help GULYHVRFLDOSURJUHVV,IZHDUHWRIXOÀOWKH potential of the organisation, we must make DVLJQLÀFDQWFRQWULEXWLRQWRWKHVRFLHWLHVLQ which we operate. This is not just for

EXVLQHVVUHDVRQVEXWEHFDXVHLW·V the right thing to do – and the only way, in our view, that any business can create a truly sustainable future.

We are making progress, including the ODXQFKRIRXUÀUVWUHVSRQVLEOHEXVLQHVV strategy which sets out our priorities to HQVXUHZHPD[LPLVHWKHEHQHÀWVZHFUHDWH for the individuals and communities we serve, and minimise our negative impact on the environment. We have made a commitment to social mobility, sponsoring the UK Social Mobility Awards for a second consecutive year, and working to facilitate social mobility for young people from disadvantaged backgrounds. We also SXEOLVKHGRXUÀUVWVXSSOLHUFKDUWHUZKLFK ensures dealings and payment practices with our 26,000 suppliers make us a good partner with which to do business.

Looking forward

At the end of 2019, Capita was better positioned to pursue its growth strategy than it was at the start of the year. The business is now better invested, better governed and better equipped to achieve a sustainable future. Our client list remains outstanding and we have done much work to deepen existing relationships and create new ones. We look forward to an improvement in trading conditions.

I would like to thank all our people for their hard work and commitment in 2019. There is still much more to do at Capita, but I am FRQÀGHQWLQWKHWHDPDQGWKHZRUNEHLQJ undertaken to drive the business towards long-term, sustainable growth.

Our values

8QGHUQHDWKHDFKYDOXHZH·YHLGHQWLÀHGWKHEHKDYLRXUVZHH[SHFWIURPHYHU\RQH ZKRZRUNVKHUHDQGZH·UHZRUNLQJKDUGWRHPEHGRXUYDOXHVDQGEHKDYLRXUVWR KHOSXVEHFRPHDVWURQJHUEXVLQHVVWKDWSXWVRXUSHRSOHÀUVW

Community investment £2.8m (2018: £1.5m) For more information about our community investment, go to: Better outcomes

organisation

and respectful

www.capita.com/responsible-business

How we create value

Capita is a consulting, digital services and software business. We are focused on creating value and better outcomes, by working collaboratively with our clients as partners. We provide consulting and professional services, drawing on our practical experience; provide digitally enabled services and solutions, often under multi-year contracts; and sell software licences and support. We consult, change and deliver.

Our expertise and resources

Market expertise

We have deep understanding of our clients and their markets; for example, in customer engagement, education software, recruitment processes and government services.

Technological resources

We offer technology-led, digitally enabled complex services and solutions. We are increasing investment in digital and software development.

Client relationships

We form longstanding partnerships with a wide range of clients, from blue-chip businesses to the public sector, to transform their businesses by delivering insight and innovative solutions.

We are a people-focused business, built around 61,000 skilled and committed employees who have deep understanding RIRXUFOLHQWV·PDUNHWVDQGQHHGV

International infrastructure

We have growing international operations, with almost 20,000 people delivering technology solutions and customer engagement services, principally in Europe, India and South Africa.

What we do as a business

At Capita, we provide consulting, digitally enabled services and software.

Our consulting business:

Works collaboratively with clients as trusted consultants and long-term strategic partners
3URDFWLYHO\LGHQWLÀHVRSSRUWXQLWLHV within client businesses
Generates forward-looking insights by analysing, researching and debating trends and data
Supports the design, development and implementation of better solutions for clients
Maximises opportunities on behalf of all Capita, driving our pipeline and creating pull-through revenue

Our digitally enabled services:

Improve process quality, reliability DQGHIÀFLHQF\
Help reduce risk and cost
Create new opportunities for clients
Allow clients to focus on what they do best
Improve end-customer experiences

Our software:

Helps simplify services
Assists better decision making
Provides information
Contributes to process acceleration
Frees up time

Capita

Consult We work collaboratively with clients as partners, drawing on our practical experience and delivering solutions

Capita is a consulting, digital services and software business

Change

We create innovative solutions to transform businesses and services

Deliver

We provide software and networks, and digitally enabled services and operations, often under multi-year contracts

Generating financial value

We operate in large and growing markets, at scale and often with significant market share. We generate revenue, profit and cash flow by providing valuable services to our clients, consistently and efficiently over the long term.

Transformational services

Clients procure our digitally enabled services and network solutions through contracts, often long-term, to effect significant change in their businesses. In 2019, 87% of Group revenue was underpinned by contracts of one year or more. Our order book at 31 December 2019 was £6.7bn.

Software licences and support

We provide clients with business-critical software products, earning recurring revenue from implementation, annual licence fees and revenue from 'software as a service' arrangements. 10% of Group revenue is derived from Software.

Transactional services

Approximately 13% of our adjusted revenue comes from our transactional businesses where we earn fees for professional services provided to our clients across a wide range of functions. In 2019 this represented £469m of adjusted revenue.

Efficient operations

Running our business as efficiently as we can allows us to pass savings through to our clients and customers over the long term, as well as generating value for our stakeholders. Adopting new technologies such as automation is a key driver – during 2019 we built one of the largest automation teams in the UK.

Generating cash flow

During the early stages of our multi-year turnaround we have committed significant funds to fixing and stabilising the business. During 2020 we expect to turn free cash flow from a £61.3m outflow to an inflow of at least £160m, in line with market consensus.

Better outcomes for stakeholders

We are focused on creating better outcomes for all our stakeholders.

Our people

by providing an environment in which they can thrive and develop

72%

People survey engagement (2018: 66%)

Clients and customers by delivering solutions, transforming services and delighting them

+22pts

Positive points swing in customer net promoter score1 (2018: +24pts)

Suppliers and partners by treating them fairly and encouraging them to deliver

97%

Suppliers paid within 60 days2 (2018: 97%)

Investors by delivering improving returns

£(61.3)m Adjusted free cash flow³ (2018: £(78.8)m)

Society by acting as a responsible business for the communities we serve

5.9% Reduction in carbon footprint4 (2018: increase of 4.9%)

Better outcomes

Instilling confidence in business: transport company Go-Ahead was incurring significant costs due to fraud. We introduced Optimize, Pay360's fraud detection software, helping them to control and manage their systems, while saving time and money. In total, more than £4m of fraud was prevented.

1. Measured from 2017 baseline via our annual client survey, demonstrating the number of clients who
would recommend Capita as a supplier. 2. Data includes invoices paid through Capita UK companies.
1. Refer to note 2.10 to the consolidated financial statements.
1. Reduction in carbon footprint based on emissions per headcount from 2018 baseline.

"We have made significant progress over the last two years, laying the foundations for a more focused, predictable and sustainable business."

Jon Lewis Chief Executive Officer Capita is two years into a multi-year transformation to become a truly progressive, purpose-led, responsible business. Over that period, we have made significant progress, laying the foundations for a more focused, predictable and sustainable business.

We have continued to work hard to deliver on the commitments of our strategy – to simplify, strengthen and succeed. But there is more to do to achieve our goals and, while we are convinced that the plan remains the right one, not everything has worked in our favour.

We started to rebuild the organisation in 2018, reorganising our divisions and creating robust, accountable and centralised functions which define how we do things company-wide. We defined our purpose and implemented our operating model. We deleveraged our balance sheet and agreed a pension deficit reduction plan.

In 2019, we continued to simplify and strengthen the organisation, fix legacy issues, invest in our people, rebuild trust with clients, cut cost, improve controls and reduce risk. We invested significantly in our growth capability and the organisation's products and services, particularly in consulting, digital services and software. This will allow us to stimulate and maximise future higher-margin growth opportunities in areas where Capita has a competitive advantage and where we can offer cross-sell opportunities within the Group.

During 2019, we also improved the operational performance that has weighed RQRXUÀQDQFHVIDLOHGWRUHÁHFWRXUFOLHQW ambitions and sapped the energy of our people for some time. We have embedded a more disciplined approach to bidding through our contract review committee, which helps to ensure we have derisked the business for the future. The executive committee oversees contract implementation, supported by our investment in skilled programme managers.

&RVWFRPSHWLWLYHQHVVDQGHIÀFLHQF\DUH now also embedded throughout Capita and we achieved £105m of year-on-year savings during 2019, delivering our target of a cumulative £175m within two years. This followed changes to divisions and business units, consolidating operations and restructuring management layers, with further savings in property, procurement and technology.

In line with our drive to simplify Capita, we continued to review and assess our portfolio – to align better to our growth strategy; and decided in early 2020 to reorganise our Specialist Services division. We concluded that, following a period of change and improved performance, a number of EXVLQHVVHVLQWKHGLYLVLRQZRXOGEHQHÀWIURP closer alignment with core Capita and should be moved into other divisions. Some of the other businesses in the division are now

being prepared for disposal, with the proceeds earmarked to help strengthen the organisation.

However, while good progress is being made, there is still more that needs to be done and we are having to invest more than we initially thought to fully transform Capita. In 2019, as well as investing in growth, we invested more WRÀ[DQGUHVWUXFWXUHLQWHUQDOV\VWHPVDQG processes, and to address issues of complexity, poor quality and technological GHÀFLWLWUHPDLQVYLWDOWREXLOGWKHULJKW foundations for Capita to drive sustainable growth. At the same time, the external trading environment has continued to be challenging.

It means that our progress has yet to be IXOO\HYLGHQFHGLQRXUÀQDQFLDOSHUIRUPDQFH 5HYHQXHDQGSURÀWIRUZHUHLQOLQH with our expectations. We reduced the revenue decline during the past year, and four of our six divisions grew in the second half. I am, however, disappointed that we DUHXSGDWLQJRXUJXLGDQFHIRUIUHHFDVKÁRZ and that we now expect to hit at least £160m in 2020, in line with market consensus, and grow thereafter. We recognise that the EHQHÀWVGXHWRPDQ\VWDNHKROGHUV especially our investors, still need to come WKURXJK%XW,DPFRQÀGHQWWKDWE\LQYHVWLQJ more now, we are enhancing our ability to deliver sustainable growth.

We are evolving as a consulting, digital services and software business, and SRVLWLRQLQJRXUVHOYHVWREHQHÀWIURPWKHVH JURZWKPDUNHWV:HDUHLQYHVWLQJVLJQLÀFDQW resources to drive future growth. We are leveraging our experience to address client and market demand. As we said at the half year, securing returns on our investments in the form of organic revenue growth and cash generation is our key priority for 2020. Our transformation plan remains the right one.

Building for the future

Capita is aiming to become a leading player in digital transformation and we are using our core skills and client relationships to position ourselves in this strong, growing market where Capita has a competitive advantage. Global spend on digital transformation is predicted by market research company IDC to exceed £1.5trn by 2022 – and it is this market we are tapping into.

Fundamental to this approach is the newly launched Capita Consulting business which gives us a front-end capability, an incremental revenue stream and insight into the key strategic business challenges of our clients. This will in turn allow us to create pull-through for other Capita services and maximise opportunities across the whole of the organisation. It provides the potential to cross sell products and move away from one-off solutions, while allowing us to build relationships with our clients, better understand their needs and offer them innovative solutions. The consulting business already has 30 partner-level consultants, supported by 270 analytical and technical consultants, many incorporated from small, existing consultancies within Capita. It is

Better outcomes

ÀUHVWDWLRQVZH·UHZRUNLQJ with the Ministry of Defence on a 12-year contract to manage WKHLUÀUHDQGUHVFXHFDSDELOLW\ :H·UHLQYHVWLQJLQGLJLWDO WHFKQRORJ\QHZÀUHDSSOLDQFHV and new equipment, and have begun the construction of new £5m training facilities which will allow us to provide state-of-the-DUWWUDLQLQJWR0R'ÀUHÀJKWHUV and personnel.

partnering with our well-established network RIFORXGWHFKQRORJ\SURYLGHUVÀQWHFKV start-ups and subject experts to help deliver operational transformation.

But the business is different from other established consultancies because, at &DSLWDZHDUHSUDFWLWLRQHUV²ZLWK\HDUV· experience and deep understanding of designing, building and running the systems of hundreds of businesses. We expect Capita Consulting to help drive long-lasting relationships with our clients, to help better prioritise which services to develop for those clients, and to form a key pillar of our medium and long-term growth strategies. Our consulting team has already been working collaboratively in this way with a major client to assist them with their cyber security requirements. We have also been selected as a partner to support another client transform to an agile leadership model, while our consultants are helping a south London borough design and build digital VHUYLFHVWRWUDQVIRUPUHVLGHQWV·H[SHULHQFHV and outcomes.

We are committed to helping our clients take full advantage of current and emerging opportunities in digital transformation. We now have a much better sense of which of our products and services our clients need the most, and are focusing on six key capabilities: customer experience, data and insight, cloud platforms, automation, cyber, DQGWKH¶LQWHUQHWRIWKLQJV·,R7:HDOUHDG\ have strong capabilities in these areas. For example, Capita subsidiary DCC supports the UK roll-out of smart meters and is the largest IoT project in the UK. DCC has

an exciting future, providing further services for the energy market, and Capita can take these skills to new projects and clients, and identify new 5G and IoT opportunities.

Automation capability is a particular focus area for the new Capita; it will drive both UHYHQXHDQGSURÀWE\GHOLYHULQJIDVWHU more accurate and more reliable services, while saving costs through higher levels of productivity. For this reason, in 2019 we HVWDEOLVKHGLQ%LUPLQJKDPRQHRIWKH8.·V biggest centres of automation excellence. We have built a portfolio of automation technologies that includes robotic process DXWRPDWLRQDUWLÀFLDOLQWHOOLJHQFHRSWLFDO character recognition and webforms, through to machine learning and natural language processing, and we are partnering with the ZRUOG·VOHDGLQJWHFKQRORJ\FRPSDQLHVLQWKLV area, including UI Path and Blue Prism.

Automation is already being used to help manage additional workloads for a number of the charging schemes we operate; it has also been introduced into Primary Care Support England (PCSE) services to help improve the speed and accuracy of calculating GP pension entitlements.

We have continued to invest in and expand our digital delivery centre in India, where we now employ 1,200 people. We are utilising the software developments made there to optimise product management, drive standardisation and reduce development lifecycles. We now have an agile, 13-week target development cycle that increases our ability to deliver client solutions more quickly. In 2019, we developed cloud-enabled versions of our SIMS, Retain, and One

platforms, as well as SaaS-enabling core enterprise products, and are opening up these platforms to expand our client offerings.

Overall, the combination of our new consulting business, reorganised account management and digital competencies will allow us to move away from being mainly reactive to proactive, in pursuit of new business opportunities. We will aim to be less reliant on competitive tenders and instead look to secure a higher percentage of revenues from opportunities that we co-create with client partners. This approach marks an important turning point for the new Capita – building on our deep industry expertise, while leveraging a portfolio of innovative, scalable and repeatable solutions which we design once and implement many times.

"We have invested VLJQLÀFDQWO\LQRXU growth capability and WKHRUJDQLVDWLRQ·V products and services."

One million students: &DSLWD2QH·V admissions portal is making it faster and simpler for families to secure VFKRROSODFHV,W·VDOVRVWUHDPOLQLQJ processes for local authorities through the easy management of applications. Today, more than one million children are being brought into the education system using our technology.

Read more about our Software services on page 20.

Our commitment to our people

Capita is a people-focused business and our leadership team is committed to putting our colleagues at the very centre of how we operate. As a services business, we are only as good as our ability to delight our clients and their customers; that is what drives everything we do in terms of commitment to, and investment in, our own people.

In 2019, we did much to improve the experience of working at Capita. With more engaged people delivering better service to our clients, we believe we can establish a platform for long-term, sustainable and HIÀFLHQWJURZWK2XUSHRSOHVXUYH\UHFRUGHG a rise in employee satisfaction levels, with 72% of our employees saying they were proud to work for Capita, up from 56% two years ago, alongside a net promoter score swing of 14 points. This shows our colleagues feel increasingly engaged, which is important because we cannot expect them to delight clients and customers, unless they feel valued and proud of the work they are doing.

In 2019, we became the only FTSE-listed business to have two employees from its wider workforce appointed to the board of directors. We also committed to pay all 8.FROOHDJXHVWKH¶UHDOOLYLQJZDJH·DVD minimum from April 2020, and improved our UK maternity, paternity and shared parental leave policies. We launched our centre for learning and development, Capita Academy, providing more training opportunities and apprenticeships, as well as a performance management and development framework to ensure colleagues have clear objectives and opportunities to develop their careers. In December, we implemented Workday, our people management and data tool to oversee all internal HR processes.

Importantly, we recruited industry-leading talent to head up four of our six divisions to continue to enhance a senior leadership WHDPFDSDEOHRIGULYLQJVLJQLÀFDQWFKDQJH \$LPLH&KDSSOHMRLQHGXVDV([HFXWLYH2IÀFHU for Customer Management alongside Mark Cook in Technology Solutions, Chantal Free in People Solutions, and Andy Start in Government Services.

Our commitment to our clients and customers

In 2019, we continued to focus on delivering for our client partnerships. We are investing in the relationships we enjoy with a wide range of public and private sector partners, while creating new partnerships and broadening our reach. Our priority over the past two years has been to get closer to our markets, improve our services to existing clients and better understand their requirements, and strive for operational H[FHOOHQFH7KLVKDVEHHQUHÁHFWHGLQYDVWO\ improved service: we are hitting more than

92% of all our major contractual key performance indicators; and achieving better customer net promoter scores, with Government Services, for example, improving last year by 34 points.

Standout service delivery last year included the design, implementation and ongoing operation of the technology for Transport IRU/RQGRQ·VXOWUDORZHPLVVLRQ]RQH8/(= This project is helping to reduce levels of pollution in the capital and has already reduced emissions of nitrogen oxides by approximately 29% since it was introduced LQ\$SULOLWLVDJUHDWH[DPSOHRI&DSLWD·V ability to create and deliver complex, critical, digital infrastructure. We also achieved several important strategic business wins, including a £525m contract with the Ministry RI'HIHQFHWRPDQDJHÀUHVWDWLRQVLQWKH UK, Cyprus and the Falkland Islands, and to FRQVWUXFWDQGPDQDJHDQHZÀUHDQGUHVFXH training facility in Gloucestershire. Our stronger relationships, client insight, investment in account management and improved service delivery enabled us to extend existing contracts with clients such as The Co-Operative Bank, the Department for Work and Pensions, Energia, Liberata, the National Trust, and Southern Water. Our renewal rates (by contract value) showed a healthy improvement in 2019; excluding People Solutions, where we have more to do, the renewal rate was 91%. Group order intake for the year was £2.2bn.

We also focused on improving the performance of our three previously ¶FKDOOHQJLQJ·FRQWUDFWVUHGXFLQJORVVHVRQ them, and delivering a transformed service to our clients. Our reset Recruiting Partnering Project (RPP) contract with the British Army is on track to hit its regular soldier annual UHFUXLWPHQWWDUJHWIRUWKHÀUVWWLPHVLQFH the start of the contract in 2012, while we improved a range of other aspects of the contract. We have also improved performance relating to our contracts with NHS England (PCSE) and mobilcom-debitel, KLWWLQJVLJQLÀFDQWO\KLJKHUPRQWKO\NH\ performance indicators and reducing the QHHGOHVVÀQDQFLDOGUDLQRISHQDOW\SD\PHQWV

Our commitment to our suppliers and partners

As a purpose-led, responsible organisation, Capita exists to create better outcomes for all stakeholders, including our 26,000 suppliers and partners, with whom we seek to build lasting relationships, treating them fairly and paying promptly, while encouraging them to deliver.

,Q-XQHZHSXEOLVKHGRXUÀUVWVXSSOLHUFKDUWHU to ensure our dealings with our suppliers conform to best practice. The charter sets out the core principles by which Capita does business, while outlining what we expect

from our suppliers in return. It covers a range of business and operational areas from health and safety to human rights, diversity and inclusion, cyber security, and how any breaches of the charter principles are reported.

:HDUHVLJQDWRULHVWRWKH*RYHUQPHQW·V prompt payment code, reporting our payment practices and performance every six months. In 2019, we spent £2.1bn with suppliers, paying 97% of them within 60 days, surpassing the requirements of the prompt payment code. The Federation of Small Businesses has paid tribute to the example set by us and the "positive changes Capita has made on this important agenda".

In 2020, we will continue to strengthen our relationships with suppliers – with particular focus on our approach to, and payment terms with, small and medium-sized enterprises (SMEs). They make up approximately 46% of all our suppliers and are strategically important to us. Capita supports the *RYHUQPHQW·VDVSLUDWLRQWKDWDWKLUGRI FRPSDQLHV·H[WHUQDOVXSSOLHUVSHQGJRHVWR micro and SME businesses by 2022; and we are taking positive action to further increase our own spend with smaller businesses.

Our commitment to our investors

5HYHQXHDQGSURÀWVZHUHLQOLQHZLWKRXU expectations, with cost reductions offsetting investments, lost revenues and lower margins on some contract renewals. Some of the EHQHÀWVRIWKHWUDQVIRUPDWLRQZRUNVXFK

DVSURÀWLPSURYHPHQWVRQWKHWKUHH ¶FKDOOHQJLQJ·FRQWUDFWVZHUHUHÁHFWHGLQ the results. While our core businesses have largely shown growth in the second half, it has been slower than we had hoped. As in 2018, the results were improved by some one-off items, as is to be expected in a complex organisation in transition.

Adjusted revenue for the year was £3,647.4m, DGHFOLQHIURPDVWKHEHQHÀWRIFRQWUDFW wins was outweighed by contract losses, many of which occurred in 2018. This was coupled with a decline in scope and volume, due to high competition and market pressures in Technology Solutions, and lower volumes in our Life and Pensions contracts and in our Real Estate and Infrastructure business. There was also lower transactional revenue, mainly in Specialist Services.

\$GMXVWHGSURÀWEHIRUHWD[ZDVP also down compared with last year, in line with expectations, as margin mix, investment and contract losses outweighed new wins DQGFRVWVDYLQJV\$GMXVWHGIUHHFDVKÁRZ LQZDVDQRXWÁRZDVZHKDGH[SHFWHG 7KHEDODQFHVKHHWZDVVLJQLÀFDQWO\ strengthened in 2018, but net debt is at the top end of our desired range, as a result RIORZHUFRQYHUVLRQRISURÀWWRFDVKDQG PRUHLQYHVWPHQWEHLQJUHTXLUHGWRÀ[ contracts and lay the foundations for growth. 0RUHGHWDLOVDERXWRXUÀQDQFLDOSHUIRUPDQFH FDQEHIRXQGLQWKH&KLHI)LQDQFLDO2IÀFHU·V review on pages 14–19.

Our commitment to society

Capita employs 61,000 people globally, and we are acutely mindful of the responsibility we have to support individuals and the communities we serve – and be a force for good in society. We aim to help restore the connection between companies and a public that has grown increasingly mistrustful of big business. As we drive to be a truly responsible business, we recently became a founder signatory of the Good Business Charter and gained Fair Tax Mark accreditation.

In 2019, to ensure we could make as great an impact as possible to drive positive change, we formulated our responsible business strategy, which is aligned with WKH81·VVXVWDLQDEOHGHYHORSPHQWJRDOV in the areas of social mobility and youth unemployment, digital exclusion, gender equality, climate change, business governance and ethics. To drive social mobility, we launched two new charity partnerships with Teach First and Young Enterprise, supporting more than 7,000 young people to gain skills that make them more employable.

We sought to make a number of changes to the way we work to minimise our negative impact on the environment. We focused on LQYHVWLQJLQHQHUJ\HIÀFLHQF\²XSJUDGLQJ heating, lighting and air-conditioning systems across the business – and also on reducing our non-essential travel. We reduced our carbon footprint over the year by 5.9% (based on emissions per headcount).

Digital transformation:

DFRUHSDUWRI&DSLWD·VGLJLWDO business process outsourcing investment is its automation FDSDELOLW\2XU¶DXWRPDWLRQ KXE·WHDPZDVODXQFKHGLQ Birmingham in early 2019 and now employs 130 people. We have already built a portfolio of automation technologies which includes robotic process automation, DUWLÀFLDOLQWHOOLJHQFHDQG machine learning.

Strategic report

The way ahead

Transforming an organisation of Capita's size into a more predictable, lower-risk business is a complex challenge and, while we have made significant progress, there remains much to do to meet our goals. Capita is in a stronger position than it was two years ago. Our people are more engaged, we are successfully delighting the great majority of our clients, we have boosted levels of trust, we have reduced risk in the business, and we are doing business the right way. I am grateful to all my colleagues at Capita and would like to thank them for their continued hard work, commitment and dedication.

I believe 2020 will be another year of progress at Capita. We are investing in our growth capability and are committed to delivering better outcomes. We are continuing to build a more focused, sustainable business for the long term, with growing free cash flow. My confidence in our purpose-led, multi-year transformation plan remains unchanged.

"We are evolving as a consulting, digital services and software business – and positioning ourselves to benefit from these growth markets."

Building the platforms for growth

Overview

2019 was the second year in Capita's multi-year transformation and a lot has been achieved. There are many signs of progress on our journey towards becoming a simpler, stronger, more successful company generating free cash flow in a sustainable, predictable manner. However, as these results show, progress has been slower and more expensive than we had hoped, partly because we have chosen to invest for the long term and partly because some of the challenges could not have been fully scoped in early 2018.

Revenue and profits were in line with expectations, with cost reductions offsetting investments, lost revenue and lower margins on some contract renewals. Some of the benefits of the transformation work, such as profit improvements on the three 'challenging' contracts, are reflected in the results. While our core businesses have largely shown growth in the second half, it has been slower than we had hoped. As in 2018, the results have

"We have made progress this year, particularly on taking cost out, but there is more to do to deliver growth and complete our transformation."

Patrick Butcher Chief Financial Officer

benefited from some one-off items, as expected in a complex group in transition. These included contract related items arising on contract terminations, settlements and modifications, and other Group-wide items, including lower bonuses compared to the prior year.

The cost and cash management controls and programmes implemented over the last two years give us a better base and will continue to provide positive returns in 2020. Interest has reduced following the deleveraging in 2018.

The balance sheet was significantly strengthened in 2018 but net debt is at the top end of our range as a result of lower conversion of EBITDA to cash, and more investment being required to fix contracts and lay the foundations for growth. The group has the liquidity it needs to continue the transformation journey. We expect this liquidity to further improve following the introduction of new funds to replace the current debt that matures over the next 18 months. As part of our drive for simplification, we decided recently to seek to dispose of a number of non-core businesses, the proceeds from which will be recycled to strengthen the Group.

However, as we said at the half year, securing returns on our investments in the form of positive revenue growth and cash generation growth is the priority for 2020.

Simplified reporting

We have simplified the presentation of our financial statements for 2019 to better align to the needs of our stakeholders. The changes are designed to enhance clarity, aid a deeper understanding and provide a more meaningful integration of our reported results, while making the narrative more concise. To achieve this, the notes have been grouped into sections, with the relevant accounting policies, and any key judgements and estimates applied. It also includes an analysis of the key drivers compared with key metrics and/or the previous year's results, to make it more user friendly.

6XPPDU\RIÀQDQFLDOSHUIRUPDQFH Financial highlights

	Adjusted1	results – continuing operations			Reported results – continuing operations
	\$GMXVWHG1 2019	Adjusted1 2018	Adjusted1 YOY change	5HSRUWHG 2019	Reported 2018	Reported YOY change
Revenue	P £3,814.7m			(4)% …P £3,918.4m		(6)%
2SHUDWLQJSURÀW	P	£334.4m	(8)%	P	£34.9m	(99)%
3URÀWORVVEHIRUHWD[	P	£281.2m	(2)%	P	£272.6m	(123)%
Earnings/(loss) per share	S	16.33p	(20)%	S	17.99p	(123)%
)UHHFDVKÁRZ	P	£(78.8)m	22%		P £(260.5)m	18%
Net debt*	P	£466.1m		P	£466.1m

* Net debt in respect of adjusted results is headline net debt1

\$GMXVWHGUHVXOWV

Capita reports results on an adjusted basis to aid understanding of business performance. In 2019, International Financial Reporting Standard 16 Leases (IFRS 16), which has a material impact, especially on net debt, has been adopted. However, to aid comparison with the prior year, the primary adjusted measures used by the Board for evaluating performance are before the impact of IFRS 16. Reconciliations between adjusted and UHSRUWHGRSHUDWLQJSURÀWSURÀWEHIRUHWD[ DQGIUHHFDVKÁRZDUHSURYLGHGRQWKH following pages.

As expected, adjusted revenue1 reduced year on year by around 4%. The adjusted revenue1 bridge details the movements, many of which we have communicated previously:

One-off gains in 2018 on the termination of the Prudential and Marsh contracts;
&RQWUDFWORVVHVZKLFKLQFOXGHVWKHÁRZ through from contracts lost in 2018, of £105m, such as the Prudential, Marsh and Defence Infrastructure Organisation contracts, and a further £109m of contract losses in 2019, including in local government and in some other divisions. Delays in local authorities taking back work meant that the impact of these losses were lower than expected in 2019, but the majority of these have now come to an end;
SLope and volume change revenue has decreased due to high competition and market pressures in Technology Solutions, and lower volumes in our Life and Pensions contracts and Real Estate and Infrastructure business;
Lower transactional revenue, mainly in Specialist Services;
Contract wins which included £67m from the annualised impact of previous wins and £40m of new contract wins in 2019. This however was not as much as expected, particularly in the second half of the year, which explains the emphasis we put on the importance of revenue growth in 2020; and

\$GMXVWHGUHYHQXH¹ EULGJHE\NH\GULYHU £m

<HDUHQGHG'HFHPEHU
One-offs	(48.0)
<HDUHQGHG'HFHPEHUUHEDVHG
Contract losses	(213.6)
Scope and volume changes	(21.2)
Transactional	(30.5)
Contract wins	106.7
One-offs	39.3
<HDUHQGHG'HFHPEHU

\$GMXVWHGSURÀWEHIRUHWD[¹ EULGJHE\NH\GULYHU £m

<HDUHQGHG'HFHPEHU
One-offs	(15.2)
<HDUHQGHG'HFHPEHUUHEDVHG
Contract wins	14.0
Contract improvement	31.5
Net contract movements	(97.2)
One-offs – contract related	28.2
Transformation cost savings	105.0
Cost change	(40.2)
Investments	(73.7)
2QHRIIV²RWKHU*URXSFRVWLWHPV	41.4
<HDUHQGHG'HFHPEHU

Refer to alternative performance measures on pages 187–188.

\$GMXVWHGRSHUDWLQJSURÀWWRDGMXVWHGIUHHFDVKÁRZ1	2019 P	2018 £m
\$GMXVWHGRSHUDWLQJSURÀW1		334.4
Add: depreciation, amortisation of intangible assets, impairment of property, plant and equipment and share of earnings in associates	88.4	90.9
\$GMXVWHG(%,7'\$		425.3
&RQWUDFWXDOPRYHPHQWGHIHUUHGLQFRPHFRQWUDFWIXOÀOPHQWDVVHWV and accrued income)	(228.7)	(217.0)
&DVKIURPWUDGLQJRSHUDWLRQV		208.3
Other working capital and other movements	(7.2)	(26.4)
&DVKJHQHUDWHGE\RSHUDWLRQVEHIRUHQRQUHFRXUVHUHFHLYDEOH
ÀQDQFLQJ		181.9
1RQUHFRXUVHUHFHLYDEOHVÀQDQFLQJFOHDUHG	–	(110.0)
&DVKJHQHUDWHGE\RSHUDWLRQV		71.9
,QWHUHVW		(39.0)
7D[DWLRQ		26.6
1HWFDSLWDOH[SHQGLWXUH		(138.3)
\$GMXVWHGIUHHFDVKÁRZ1		(78.8)

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	2SHUDWLQJSURÀW		/RVVSURÀWEHIRUHWD[
	2019 P	2018 £m	2019 P	2018 £m
\$GMXVWHG1		334.4		281.2
Amortisation and impairment of acquired
intangibles		(143.5)		(143.5)
Impairment of goodwill		(33.8)		(33.8)
1HWÀQDQFHFRVWV	–	–		(18.8)
Contingent consideration movements		5.0		5.0
Business exit – trading		17.7		17.7
Business exit – non-trading expenses		(29.7)		(29.7)
Business exit – (gain)/loss on disposals	–	–	–	309.7
6LJQLÀFDQWUHVWUXFWXULQJ		(110.0)		(110.0)
Impact of IFRS 16		–		–
Other		(5.2)		(5.2)
5HSRUWHG		34.9		272.6

Refer to alternative performance measures on pages 187–188.

• As happened in 2018, a number of one-offs arose from termination payments and deferred income releases associated with FRQWUDFWWHUPLQDWLRQVDQGPRGLÀFDWLRQV (detailed further below).

\$GMXVWHGSURÀWEHIRUHWD[¹ declined in 2019, LQOLQHZLWKH[SHFWDWLRQV7KHDGMXVWHGSURÀW before tax1 bridge breaks out the revenue DQGFRVWLPSDFWVRQSURÀW7KHPDUJLQIURP FRQWUDFWZLQVDQGWKHEHQHÀWVIURPLPSURYHG SHUIRUPDQFHRQWKUHH¶FKDOOHQJLQJFRQWUDFWV· are offset by the combined impact of contract losses and scope and volume reductions described earlier. The cost savings were RIIVHWE\FRVWLQÁDWLRQPDLQO\LQÁDWLRQDU\SD\ increases focused on lower paid staff), and investment in strengthening functions, such DVJURZWK\$UDQJHRIRWKHU*URXSZLGH actions, such as lower bonus accruals, UHVXOWHGLQDGMXVWHGSURÀWEHIRUHWD[¹ being in line with expectations.

The cost competitiveness programme delivered £105.0m of savings in 2019, and cumulative savings of £175m, which were used to increase investment in strengthening functions and build the platforms for growth as well as to partially offset the decline in revenue. The savings have been generated through simplifying the organisation, reducing management layers and rationalising the IT and property portfolios. We are leveraging investments of more than £10m that we have made in automation and our existing offshore capabilities, and there is more to come.

The adjusted revenue1 DQGDGMXVWHGSURÀW before tax1 declines were offset by a number RIRQHRIIEHQHÀWV7KHVHLWHPVDUHQRW excluded from adjusted results as they are normal course of business, not associated with the transformation plan. These included:

One-off contract related items (£28.2m) relating to release of deferred income and write-off of contract assets arising on contract terminations, settlements DQGPRGLÀFDWLRQV:KHUHDFRQWUDFWLV terminated early, all deferred revenue is recognised in the year of termination, which would have been deferred over the expected life of the contract in line with WKH*URXS,)56SROLF\6LPLODUO\DQ\ associated contract assets are written off in the year of termination, unless there are alternative uses on other contracts. In addition, exit fees were paid to Capita on the termination of customer contracts which contained provisions to compensate the *URXSIRUH[LWFRVWVDQGIXWXUHSURÀWLQWKH event of early termination.
2WKHU*URXSZLGHLWHPVEHQHÀWLQJSURÀW (£41.4m) included lower bonuses compared to the prior year (£24.4m) and other *URXSLWHPV

\$GMXVWHGWRUHSRUWHGIUHHFDVKÁRZ 2019 P	2018 £m
\$GMXVWHG1	(78.8)
3HQVLRQGHÀFLWFRQWULEXWLRQV	(46.9)
6LJQLÀFDQWUHVWUXFWXULQJ	(100.8)
Business exits	(10.3)
Impact of IFRS 16	–
Other	(23.7)
5HSRUWHG	(260.5)

\$GMXVWHGIUHHFDVKÁRZ¹ in 2019 was an RXWÁRZP7KLVRXWÁRZZDVDIIHFWHG E\WKHGHFOLQHLQDGMXVWHGSURÀWEHIRUHWD[¹ explained above. There are also a number of LWHPVWKDWFDQOHDGWRVLJQLÀFDQWGLIIHUHQFHV EHWZHHQSURÀWDQGWKHJHQHUDWLRQRIIUHH FDVKÁRZLQFOXGLQJ

7LPLQJRISURÀWVFRPSDUHGWRWKHFDVK received. Typically, cash receipts are aligned to costs incurred. Whereas, under IFRS 15, revenue is more evenly distributed in the early years on the contract. This typically UHVXOWVLQORZHUSURÀWVLQHDUO\HDUVRQ FRQWUDFWVZLWKVLJQLÀFDQWUHVWUXFWXULQJ costs or higher operating costs prior to transformation. The cash received is deferred and released as we deliver against our obligations to provide services and solutions to our clients.
&RQWUDFWWHUPLQDWLRQVDQGPRGLÀFDWLRQV which can lead to major gains or losses LQWKH\HDURIWHUPLQDWLRQRUPRGLÀFDWLRQ DQGZKHUHFDVKLQÁRZVRXWÁRZVKDYH occurred in prior years.

We have analysed working capital between ¶FRQWUDFWXDO·²EHLQJWKRVHEDODQFHVZKLFK relate to contract unwinds of deferred income, accrued income and contract IXOÀOPHQWDVVHWVWRGHULYHFDVKIURPWUDGLQJ RSHUDWLRQV²DQG¶RWKHUZRUNLQJFDSLWDO· which represents routine normal working capital items such as trade receivables, trade payables and prepayments. Cash from trading operations is a more helpful way to think about these movements rather than GHVFULELQJWKHPDVZRUNLQJFDSLWDORXWÁRZV and provides a more stable and consistent YLHZRIRSHUDWLQJFDVKÁRZV

Cash from trading operations declined to £165.8m (2018: £208.3m) due to reduction in adjusted EBITDA. Contractual working FDSLWDOPRYHPHQWLQFUHDVHGZLWKDQRXWÁRZ RIPRXWÁRZPUHODWLQJ to contracts which were terminated or renegotiated in the year, which is not planned WRUHRFFXULQDQGDQRXWÁRZRIP RXWÁRZPUHODWLQJWRFRQWLQXLQJ contracts expected to reduce in 2020 due to additional payments on account (DFRP) and reduction in transformation spend. Other ZRUNLQJFDSLWDOUHODWHGFDVKUHÁHFWHGDFWLRQV taken to improve working capital which will continue in to 2020.

7D[DWLRQKDVPRYHGIURPDFDVKLQÁRZ LQWRDQRXWÁRZLQUHÁHFWLQJ corporation tax repayments received in 2018 following the adoption of IFRS 15.

As expected, net capital expenditure increased in 2019 in line with the transformation objectives as the investment in property and IT infrastructure increased, and investment in technology and growth ramped up.

Period-end cash management, including QRQUHFRXUVHUHFHLYDEOHVÀQDQFLQJIXOO\ unwound in 2018.

5HSRUWHGUHVXOWV

\$GMXVWHGRSHUDWLQJSURÀW¹DQGDGMXVWHGSURÀW before tax1 H[FOXGHVDQXPEHURIVSHFLÀF LWHPVLQFOXGLQJVLJQLÀFDQWUHVWUXFWXULQJRI £159.4m, the amortisation and impairment of acquired intangibles, including goodwill, of £91.3m, business exits of £68.8m and the impact of IFRS 16, to aid understanding of business performance.

7KH*URXSKDVUHFRJQLVHGDQLPSDLUPHQW of goodwill, of the Network Services FDVKJHQHUDWLQJXQLW&*8ZLWKLQWKH Technology Solutions division. As detailed in the divisional strategy and performance section of the strategic report, post the half-year results announcement and as the market continues to change, forecast margins were impacted by high competition and market pressures, which was then UHÁHFWHGLQWKHEXVLQHVVSODQ:KLOH we continue to win new revenue, albeit not at the expected level of growth, the margin pressure is expected to continue until we move to provision of our digital transformation propositions. As a consequence, the starting base from ZKLFKZHH[SHFWWKLV&*8WRJURZLV lower than expected at 30 June 2019.

Business exits are businesses that have been disposed of or exited during the year, or are in the process of being disposed of RUH[LWHG'XULQJWKH*URXSWRRNWKH decision to exit a business. The exit is in progress and expected to complete in \$W'HFHPEHUWKH*URXS was also in an active process to dispose of a business which met the held-for-sale criteria and therefore treated as a disposal

group held for sale. In accordance with our policy, the trading results of the businesses were included in business exits and therefore excluded from adjusted results. To enable a like-for-like comparison of adjusted results, the 2018 comparatives have been restated to exclude 2019 business exits. Further disposals are planned in 2020 as part of the VLPSOLÀFDWLRQDJHQGD\$VWKHVHGLVSRVDOV GLGQRWPHHWWKHGHÀQLWLRQRIEXVLQHVVH[LWV or assets held for sale at 31 December 2019, their trading results were included within adjusted results.

In 2018, the Board launched a multi-year transformation plan to support the objectives of simplifying and strengthening Capita. The plan includes property rationalisation, procurement centralisation, transformation of support functions, including investment in growth, an organisation-wide customer relationship management system, a new human resources system (Workday) and WUDQVIRUPDWLRQRIÀQDQFHDQGRSHUDWLRQDO excellence, including investment in automation. These activities are designed to improve the cost competitiveness of the *URXSVHFXUH&DSLWD·VSRVLWLRQLQWKHPDUNHWV it serves, and strengthen governance and control. The costs of the transformation plan, including redundancy costs, are excluded IURPDGMXVWHGRSHUDWLQJSURÀW¹ DVVLJQLÀFDQW restructuring. Refer to note 2.4 to the FRQVROLGDWHGÀQDQFLDOVWDWHPHQWV for further analysis of the spend.

7KHDLPRIWKHÀQDQFHWUDQVIRUPDWLRQLV WRLPSURYHWKH*URXS·VÀQDQFLDOUHSRUWLQJ systems, processes and controls, by increasing standardisation, automation and the quality of available data. The new ÀQDQFLDOV\VWHPVZHUHGXHWRJROLYHLQWKH second half of 2019. While progress was made, we took the decision to defer the go-live as more work is required on the core processes and procedures before the system can effectively be implemented. We have reviewed the costs capitalised and assessed that £12.3m is impaired, representing areas that we expect to redesign before going live. The carrying value of the investment at 31 December 2019, post impairment, is £58.6m. Further impairment may arise should there be a material change to the *URXS·VRSHUDWLQJPRGHODKHDGRIDQ\ go-live. This impairment is included within VLJQLÀFDQWUHVWUXFWXULQJ:HKDYHFRQWLQXHG to invest in shared service centres and offshoring, and in making improvements WRWKH*URXS·VH[LVWLQJUHSRUWLQJV\VWHPV processes and controls.

7KH*URXSDGRSWHG,)56IURP-DQXDU\ 7KH*URXSKROGVDVLJQLÀFDQWQXPEHURI operating leases and therefore adopting IFRS KDVKDGDPDWHULDOLPSDFWWRWKH*URXS·V ÀQDQFLDOVWDWHPHQWV7KHDFFRXQWLQJVWDQGDUG has introduced a single lessee accounting model which requires assets and liabilities to be recognised for leases (refer to note 6.4 to WKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWV5HQWDO FRVWVSUHYLRXVO\UHFRJQLVHGLQRSHUDWLQJSURÀW have been replaced by depreciation of the DVVHWVDQGQHWÀQDQFHFRVWVRQWKHOLDELOLW\ 7KHWRWDOFDVKRXWÁRZIRUOHDVHSD\PHQWVKDV not changed. However, payments related to the principal liability have been presented as FDVKRXWÁRZVIURPÀQDQFLQJDFWLYLWLHVDV RSSRVHGWRFDVKRXWÁRZIURPRSHUDWLQJ activities under International Accounting Standards 17 Leases in our reported results.

)XUWKHUGHWDLORIWKHVSHFLÀFLWHPVFKDUJHGLQ DUULYLQJDWUHSRUWHGRSHUDWLQJSURÀWIRU is provided in note 2.4 to the consolidated ÀQDQFLDOVWDWHPHQWV

5HSRUWHGIUHHFDVKÁRZZDVDQRXWÁRZ UHÁHFWLQJVSHQGLQUHODWLRQWRNQRZQ FRPPLWPHQWVLQFOXGLQJSHQVLRQGHÀFLW contributions (which the directors consider to be debt-like in nature), restructuring costs, professional fees, contingent and deferred consideration, litigation and other items. In 2019, this was offset by the adoption of IFRS 16 as rental payments previously included in IUHHFDVKÁRZZHUHUHFODVVLÀHGDVÀQDQFLQJ FDVKÁRZVEHLQJUHSD\PHQWRIWKHOHDVH liability and interest.

´2XUSULRULW\IRU LVWRVHFXUHUHWXUQV RQRXULQYHVWPHQWV LQWKHIRUPRISRVLWLYH UHYHQXHJURZWKDQG FDVKJHQHUDWLRQJURZWKµ

&RQWLQXHGLQYHVWPHQW

Investment over three years outlined in the rights issue prospectus in April 2018 was split between targeted investments of £500m and £220m in respect of the transformation plan, a total of £720m. The table below details the cumulative investment to the end of 2019.

By the end of 2019, we had invested £649.5m through a mix of operating, restructuring and capital expenditure. Looking forward to 2020, we expect to continue to invest although as the mix of work changes, capital expenditure will be a lower proportion. Overall this will result in investment nearer £800m before including 2020 investment in operating costs. :HZLOODOVRPDNHWKHÀQDOSD\PHQWLQWKH DJUHHGWKUHH\HDUGHÀFLWUHGXFWLRQSODQRQ our pension scheme.

,PSDFWRQQHWGHEW

7KH%RDUG·VYLHZLVWKDWWKHDSSURSULDWH headline leverage ratio for Capita over the medium term should be between 1.0 and 2.0 times headline net debt to adjusted EBITDA1 (prior to the adoption of IFRS 16). At 31 December 2019, the ratio was at the top of our range at 2.0 times (2018: 1.1 times) DVDUHVXOWRIWUDGLQJFDVKÁRZVDQGKLJKHU investment.

The impact of IFRS 16 adoption on the *URXS·VDGMXVWHGQHWGHEWWRDGMXVWHG EBITDA1 debt covenant ratio is neutral, DVWKH*URXSFRYHQDQWVDUHRQIUR]HQ *\$\$3ZLWKWKHH[FHSWLRQRIWKH86SULYDWH SODFHPHQWORDQQRWHV7KH86SULYDWH placement loan notes covenant test includes the income statement impact of IFRS 16

but not the balance sheet impact, and therefore adoption of IFRS 16 is favourable on this covenant measure. At 31 December WKH86SULYDWHSODFHPHQWORDQQRWHV ratio was 1.7 times.

Interest cover1 covenant was 11.2 times for WKH86SULYDWHSODFHPHQWORDQQRWHVDQG WLPHVIRURWKHUÀQDQFLQJDUUDQJHPHQWV (2018: 8.2 times).

As the comparatives have not been restated on the adoption of IFRS 16, the December 2018 ratio is only comparable against the RWKHUÀQDQFLQJDUUDQJHPHQWVDQGWKHUHIRUH QRFRPSDUDWLYHVDUHVKRZQIRUWKH86 private placement loan notes.

&DSLWDODQGÀQDQFLDOULVN PDQDJHPHQW

Liquidity remains a key area of focus for the *URXS)LQDQFLDOLQVWUXPHQWVXVHGWRIXQG operations, including the transformation plan, DQGWRPDQDJHOLTXLGLW\FRPSULVH86SULYDWH SODFHPHQWORDQQRWHVHXURÀ[HGUDWHEHDUHU notes, a Schuldschein loan, a revolving credit facility (RCF), backstop liquidity facility, leases and overdrafts.

7KH*URXSGRHVQRWUHO\RQVRXUFHVRI funding that are not contractually committed. 7RPLWLJDWHWKHULVNRIQHHGLQJWRUHÀQDQFH LQFKDOOHQJLQJFRQGLWLRQVWKH*URXSLV diversifying its sources of committed funding and is planning to spread debt maturities WR1RYHPEHU,QDGGLWLRQWKH*URXS·V RCF of £414.0m at 31 December 2019 (2018: PSURYLGHVÁH[LEOHOLTXLGLW\DYDLODEOH to fund operations and a reasonable liquidity buffer allowing for contingencies.

Capital

&XPXODWLYHLQYHVWPHQW

7RWDO
Other	1.9	0.4	18.0
Technology	21.7	61.6	108.7
Organisation	34.5	117.1	34.7
Maintenance	22.0	70.2	158.7
	Operating costs £m	Restructuring £m	expenditure £m	Total £m

* Cumulative investment represents spend in 2018 and 2019

1HWGHEW	2019	2018 £m
2SHQLQJQHWGHEW	P	(1,117.0)
Cash movement in net debt	(241.2)	654.1
Non-cash movements	(2.0)	(3.2)
Adoption of IFRS 16	(643.9)	–
&ORVLQJQHWGHEW		(466.1)
Remove closing IFRS 16 impact	562.6	–
+HDGOLQHQHWGHEW		(466.1)
Cash and cash equivalents, net of overdrafts	122.8	642.7
Debt, net of swaps	(913.4)	(1,108.8)
+HDGOLQHQHWGHEWDGMXVWHG(%,7'\$1	[	1.1x

Refer to alternative performance measures in section 8.2.

In December 2019, the facility was extended to 31 August 2022, extendable for a further year to 31 August 2023 with the consent of the lenders by 31 August 2021. The addition of a further bank to the facility in February 2020 resulted in the facility increasing to £452.0m.

In addition to the RCF, in February 2020 the *URXSDJUHHGDEDFNVWRSOLTXLGLW\IDFLOLW\RI £150.0m. The backstop liquidity facility has an initial maturity in February 2021, and is H[WHQGDEOHDWWKHRSWLRQRIWKH*URXSWR DÀQDOPDWXULW\LQ\$XJXVW

\$W'HFHPEHUWKH*URXSKDG £122.8m of cash and cash equivalents net of overdrafts, and £990.7m of private SODFHPHQWORDQQRWHVÀ[HGUDWHEHDUHU notes, and Schuldschein loan. These debt instruments mature over the period to 2027, with repayment of £232.5m, £240.5m and £230.5m in 2020, 2021 and 2022 respectively. We are taking steps to extend the average term to maturity of our debt, and WKHUHE\UHGXFHUHÀQDQFLQJULVNE\LVVXLQJ new long-term debt instruments.

\$VQRWHGHDUOLHUDVSDUWRIRXUVLPSOLÀFDWLRQ drive, we also decided recently to dispose of a number of non-core businesses in 2020. The anticipated disposal proceeds will provide additional liquidity headroom with options available to fund future investments DQGUHGXFHWKH*URXS·VGHEW

My priority is to manage our cash to support the transformation of Capita to the point when it is generating sustainable predictable DGMXVWHGIUHHFDVKÁRZ¹ .

*RLQJFRQFHUQDQGYLDELOLW\ DVVHVVPHQWV

In determining the appropriate basis of SUHSDUDWLRQRIWKHÀQDQFLDOVWDWHPHQWVIRUWKH year ended 31 December 2019, the directors DUHUHTXLUHGWRFRQVLGHUZKHWKHUWKH*URXS can continue in operational existence for the foreseeable future. The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken a rigorous DVVHVVPHQWRIWKHÀQDQFLDOIRUHFDVWVWR 31 August 2022 being 29 months from the GDWHRIDSSURYDORIWKHVHÀQDQFLDOVWDWHPHQWV and aligned with the expiry date of the 5&)DQGEDFNVWRSOLTXLGLW\IDFLOLW\7KH%RDUG·V assessment is set out in more detail in section RIWKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWV

In addition, as is usual, in assessing viability the Board has taken into consideration plans WRLQWURGXFHQHZIXQGVWRWKH*URXSWRUHSODFH the current debt that matures over the next 18 PRQWKVZLWKDQH[WHQGHGPDWXULW\SURÀOHWKDW supports the transformation programme, and disposals, both of which the directors are FRQÀGHQWZLOOFRQFOXGHVXFFHVVIXOO\LQ

3HQVLRQV

7KHQH[WWULHQQLDOYDOXDWLRQRI&DSLWD·VPDLQ GHÀQHGEHQHÀWSHQVLRQVFKHPHLVGXHDV at 31 March 2020. The previous valuation as at 31 March 2017 included the payment of GHÀFLWUHSDLUFRQWULEXWLRQVWRWDOOLQJP which will be fully paid by early 2021. In line with our expectations, it is anticipated that these additional contributions, along with longer-term investment returns, will eliminate WKHVKRUWIDOOLQWKHVFKHPHDVLGHQWLÀHGE\ the Trustees during that valuation. Looking forwards to the 2020 valuation, where we conclude will be dependent upon the timely GHOLYHU\RIWKHWUDQVIRUPDWLRQRIWKH*URXS The Company and Trustees will continue their commitment to an open dialogue EHWZHHQWKHPHQVXULQJWKHÀQDQFLDO health of the scheme is maintained in a proportionate way with all other stakeholders.

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The reported loss for the year combined ZLWKWKHDFWXDULDOORVVRQWKH*URXS·V GHÀQHGEHQHÀWSHQVLRQVFKHPHVDQGWKH adoption of IFRS 16, has resulted in the *URXSUHFRUGLQJFRQVROLGDWHGQHWOLDELOLWLHV of £64.0m at the 31 December 2019 (2018: net assets £103.3m).

&RQWLQJHQWOLDELOLWLHV

7KH*URXSKDVEHHQQRWLÀHGXQGHUDVXSSOLHU contract of a potential liability relating to past services received. The basis of any liability is currently being discussed with the supplier, focusing currently on the method of any settlement. The preferred approach is to settle the potential liability, if any, via future committed spend with the supplier and DFFRUGLQJO\WKH*URXSKDVQRWPDGHDQ\ provision at 31 December 2019 for a future RXWÁRZRIIXQGVWKDWPLJKWUHVXOW5HIHU WRQRWHRIWKHFRQVROLGDWHGÀQDQFLDO statements for the contingent liability disclosure note.

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In light of the investment that has been made in building platforms for growth, we expect that revenue growth in our core businesses will translate into modest organic revenue JURZWKIRUWKH*URXSLQ&RQWUDFWXDO ZRUNLQJFDSLWDORXWÁRZVZLOOUHGXFHE\PRUH than £120m as a result of known contract movements, and our planned focus on the management of debtors and creditors will JHQHUDWHIXUWKHUEHQHÀWV&DSLWDO expenditure, as discussed earlier, will reduce VLJQLÀFDQWO\LQDQGVRDGMXVWHGIUHH FDVKÁRZLVH[SHFWHGWREHDWOHDVWP As a result of planned restructuring, and the last of three agreed payments towards our SHQVLRQGHÀFLWQHWGHEWZLOOULVHPRGHVWO\$OO of these items are before taking account of the impact of potential disposals and the impact of IFRS 16.

)LQDQFLDO.3,V

Adjusted profit before tax (£m)1

2019	275.0
2018	281.2
2017	383.1

Adjusted operating margin (%)1

2019	8.4%
2018	8.8%
2017	10.9%

Adjusted earnings per share (p)1

2019	13.09
2018	16.33
2017	27.99

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5HWXUQRQFDSLWDOHPSOR\HG

(2018: 17.9%)

+HDGOLQHJHDULQJKHDGOLQHQHW GHEWWRDGMXVWHG(%,7'\$³

[ (2018: 1.1x)

1. Refer to note 2.10 of the consolidated ÀQDQFLDOVWDWHPHQWV
\$VDQQRXQFHGLQ-DQXDU\WKH%RDUG·VYLHZ is that the appropriate headline leverage ratio for Capita over the medium term should be between 1.0 and 2.0 times headline net debt to adjusted EBITDA1 (prior to the adoption of IFRS 16).

^1. Refer to alternative performance measures on page 187–188.

Strategic report

Divisional strategy and performance

More than 70% of our revenue is recurring and more than 80% of licence revenue is spread over the term of our client relationships, irrespective of whether it is a perpetual licence or a 'pay as you go', software as a service (SaaS) model.

Our markets and growth drivers

We are a UK top-10 provider of enterprise software products and the market is expected to grow at around 4–5% in 2020. We have market-leading positions in sectors such as education and emergency services and are a top-three provider in local government.

Overall market growth is being driven by software's deepening role in every aspect of business and consumer life. The drive for automation and demand for apps to engage with end-users is set to continue. We are focusing on cross-selling opportunities in existing and adjacent markets, and strategic expansion into new markets. With continued pressure on education budgets, and increasing demand for access to cloud

Software

Strategic priorities 2018–2020:

Accelerate investment in key products and platforms.
Transform the software lifecycle operations across all products.
Create a software development centre of excellence for production of standardised software.
Create a market-aligned, high-performing sales force and marketing capability.
Selective sales drive in UK vertical, horizontal and international markets.

2019 progress against strategic priorities:

Investment in products such as SIMS, Retain, Payment Facilitator and One Housing.
Delivered cost savings through standardisation and further business integration.
Grew digital delivery centre in India to 1,200 employees.
Cross-Capita collaboration, supporting new contracts.

Better outcomes

Public safety agencies rely on Capita's technology to respond to emergencies and major events. Our solutions have helped London Fire Brigade reach incidents on average 19 seconds more quickly than previously; and, in the West Midlands, Capita enables 999 callers to securely send footage of incidents directly to emergency call rooms.

services, we are expanding our offerings of complementary cloud products to schools. The growth of cloud solutions has increased the accessibility of our products and allowed us to offer alternative commercial models for clients.

Our strategy

Our strategic priorities are focused on creating a specialised software products business, investing in our core products, and providing best-in-class solutions for clients in our UK and targeted international markets.

The division is transforming 29 siloed businesses into a single software business. We are aiming to invest in using reusable components and standard architectures, supported by scaled, integrated, shared service functions and our digital delivery centre in India. We are investing in both existing and new products and markets to defend and grow the business, with the aim of achieving market rates of revenue growth in 2020.

Financial performance

Adjusted revenue in 2019 fell by 1.2% to £375.4m, with year-on-year growth in the second half offset by annualising 2018 contract losses in the first half. Notable contract wins included a number of emergency service contracts and work to support delivery of the next generation of smart meters. There was an encouraging improvement in order intake despite a slowdown in orders during the fourth quarter, particularly in local government.

Adjusted operating profit decreased by 6.1% to £102.9m, due to the changes in revenue, and investments in improving products, sales and marketing, including in the US, which were partly offset by benefits from transformation cost savings.

Cost and operational excellence

Many of the changes required to create a streamlined division are now in place. We have built a best-in-class digital delivery centre to produce standardised, repeatable software. It is supporting the rest of Capita in creating scaled, integrated, shared service functions. It has also allowed us to move to an agile delivery platform with releases every 13 weeks, providing value adding enhancements to clients on a regular basis. We will continue to drive consolidation and efficiency alongside productivity benefits to clients.

Investing in growth

During 2019, we ensured we had clearer propositions in the marketplace and focused more on finding solutions to client problems in markets where we have experience and through data-driven insight. Over the past two years we have been reducing technological debt from prior under-investment and this is now starting to normalise.

Strategic report

New product development in 2019 included a well-received lite version of Retain, our resource planning software, with a cloud release in 2020. There were a number of developments in education software including Reading Cloud, Parental Engagement and SIMS 8, which is now live in a number of primary schools with a pipeline of further interest. Robotic process automation will also support SIMS migration for our clients who need it. Reading Cloud now supports more than eight million students and allows us to enter the schools' literacy market with the launch of Literacy 360 in 2020. We have also now built a sales team in North America and are focusing on pipeline build and lead conversion. 911 Eye is proving popular and is currently with 13 police forces in the US, while we continue to pursue further opportunities.

Adjusted revenue

£375.4m (2018: £379.9m) -1.2%

Adjusted operating profit

£102.9m (2018: £109.6m) -6.1%

Employees

4,100 (2018: 4,000)

Key regions

UK, India, US and Australasia

Key markets

Education
Healthcare
Local government
Public safety
Utilities
Transport
Payments
Professional services
Financial services
Private sector

Key products

Education SIMS
Public safety ControlWorks
Finance and housing Integra
Payments Pay360
Resource planning Retain, Workforce Management
Utilities and transport MarketFlow, FieldReach, Geofield

Strategic report

Divisional strategy and performance continued

People Solutions solves complex people issues for large public and private clients across the entire employment lifecycle. Our market-leading portfolio of solutions range from sourcing the hardest to reach talent, such as IT and cyber security, delivering learning to a large number of employees across all sectors, to administrating payroll and pensions to a significant portion of the UK workforce.

We are focused on developing and delivering digitally enabled, consultancy-led solutions that drive better outcomes for our clients and deliver a consumer-grade experience to their employees and end-users.

In the second half of the year, we reassessed the leadership requirements of the division and appointed a new Executive Officer, Chantal Free, to lead the division through its next phase of transformation as it returns to growth.

Our markets and growth drivers

People are at the centre of our clients' stated business strategies, creating significant growth opportunities for our business. According to NelsonHall, the market for people services is expected to grow at a rate of 5% through to 2023. The key market growth drivers are: (i) our clients' needs for financial sustainability; (ii) a better employee experience to execute on their strategy; and (iii) the necessity to have access to skills to enable them to be fit

People Solutions

Strategic priorities 2018–2020:

Integrate and enhance solutions to align to key client challenges.
Invest in core products and technology platforms to deliver a better user experience.
Integrate solutions both intra and inter-divisionally, leveraging the Group's investment in the creation of Capita Consulting.
Connect existing standalone solutions to solve our clients' complex issues through clearly articulated client value propositions (CVPs).

2019 progress against strategic priorities:

Invested in new digital solutions for Vetting and Onboarding which will be launched in the first half of 2020. Both products reached minimum viable product (MVP) stage by 31 December 2019 and the first live client has been trialled on the new Vetting platform.
Invested in improving client experience in pensions administration with an improvement in service-level agreement (SLA) performance (and reduction in cost of failure).
Developed CVPs which connect our offerings.
Improved performance of RPP through collaborative and effective strategic partnership approach.

Better outcomes

Capita makes a significant impact on the UK workforce.

From attracting and processing 118,000 applications for the British Army, administrating the pensions of around five million members and making 23 million pension payments, screening over 250,000 individuals for almost 40,000 jobs, to processing two million payslips for almost 500,000 employees across the UK, we created better outcomes for our clients and their people in 2019.

for a digital future. Our divisional pillars help clients address these issues: the pensions business helps with financial sustainability; HR Solutions addresses the employee experience need; and Learning and Resourcing are at the heart of the access to skills services.

Our strategy

Our strategy focuses on a rejuvenated account management model that aims to retain and grow existing accounts, driving profitable growth. Profitability improvements will be delivered by instilling operational excellence processes and mindsets into our existing operations, as well as financial prudence in investments and expenditure. The partnership with Capita Consulting, advising clients on their digital transformation journey, is also a significant opportunity for profitable growth.

Financial performance

Adjusted revenue increased in 2019 by 1.2% to £500.5m, reflecting growth in our Managed Learning and Apprenticeships and point solutions such as IT Recruitment and Employed Resourcing model, which resulted from IR35 regulatory changes, offsetting contract attrition in our Managed Resourcing Operations and Pensions business.

Adjusted operating profit declined by 22.4% to £34.9m, reflecting change in revenue mix in our Resourcing and

Learning businesses, challenged implementations in our Pensions business and capacity investment lag in our Pensions consultancy business to deliver future growth. We also increased investment to improve SLA performance and support client retention, particularly in Pensions Administration. Savings in operational excellence and technology were reinvested in strategic initiatives.

Cost and operational excellence

We have made progress on the integration of People Solutions and have driven cost efficiencies across the division, which will drive incremental benefits and service enhancements. We expect additional investment in 2020 to continue our transformation journey.

Our army recruitment programme (RPP) contract saw significant improvement, where the process review, technology advances and partnership with the client produced vastly improved outcomes. Following a successful advertising campaign, we have received the highest levels of applications to join the British Army in more than five years, and we are on track to deliver our regular soldier and officer targets for the recruitment year to 31 March 2020. We also rolled out a new process that includes clinical triage, which has made the candidate journey more rapid and bespoke. Inability to meet recruiting targets could lead to reduced

contract profitability and require an assessment as to whether associated contract assets were generating sufficient profits to support the carrying value.

Strategic report

Investing in growth

During 2019 we invested in the development of our first truly digital products: Vetting and Onboarding. These investments are our model for our digital strategy going forward, affording our clients the opportunity to buy a positive employee experience. They reached MVP stage at the end of 2019, and will launch in 2020. They will deliver greater value to our clients through speed, efficiency and improved employee engagement.

We signed several new contracts in 2019, including: the provision of resourcing services for the Home Office; learning services for Network Rail; and screening services for Nestlé.

We have also taken advantage of the opportunities presented by the market stimulated by changes in the regulatory environment, including: IR35, apprenticeships levy and guaranteed minimum pension (GMP) equalisation. Furthermore, we have continued to invest in upgrading our core business process outsourcing platforms (learning and pensions software).

Adjusted revenue £500.5m (2018: £494.6m) +1.2%

Adjusted operating profit

£34.9m (2018: £45.0m) -22.4%

Employees

5,900 (2018: 5,800)

UK, US and Europe

Key regions

Key markets

Financial services
Central government
Local government
Technology
Utilities
Defence
Education

Key services and contracts

Screening
Recruitment
HR services
Learning services
Corporate benefits
Pension administration
Army recruitment

Divisional strategy and performance continued

Capita is a leading provider of multi-channel customer engagement services, in the UK, Germany and Switzerland. We primarily serve customers in the retail, utility and telecommunications sectors, from a mix of locations in Europe, India and South Africa. The division also provides remediation, complaints management and collections services.

Our approach is to build partnerships, based on shared outcomes and value, while continuing to deliver transactional supply where this helps our clients to meet customer demands. The value we bring to our clients is increasingly built around transforming the customer experience through the application of digital services underpinned by data insight and analytics. These enable us to manage complex, high-value interactions, automate repetitive tasks and use technology and capability to drive positive quality improvement.

Our markets and growth drivers

Capita competes with a range of local and global players for transactional contracts, typically priced on a price per full-time equivalent (FTE) hour basis, and a smaller number of strategic players for outcomebased contracts. We are the largest provider of customer management services in the UK. According to NelsonHall, the UK market is estimated to be worth £4bn a year and is expected to grow at approximately 4% a year through to 2022.

Customer Management

Strategic priorities 2018–2020:

Invest in our infrastructure to ensure consistent, high-quality service delivery, including facilities, core technology and tools.
Build new digital platforms to support all channels and customers on behalf of clients.
Build enhanced data and analytical platforms and capabilities to enable the business to drive insights from customer interactions into our client engagements.
Implement a stronger operating framework to standardise our operational routines and transfer best practice across our operations, both on and offshore.
Invest in improved consultative selling capability to increase origination, pipeline and order book.
Standardise best practice, improve our infrastructure, invest in people, increase our use of technology and offshoring.
Diversify and accelerate growth in some of our secondary sectors, notably financial services, and travel and leisure.

2019 progress against strategic priorities:

Built omni-channel, data and analytical platforms and new automation technologies.
Invested in people and improved infrastructure.
Increased our use of technology and offshoring through the global delivery centre.
New framework in place for digital customer experience value proposition.

Better outcomes

Every year Capita answers 800,000 calls for the National Trust, resolves 25,000 webchat queries and handles 220,000 emails. By improving and embedding market-leading digital technology into the Trust's customer experience operation, we have improved the services and choices available to its members.

Our strategy

We have a differentiated strategy and core-value proposition in our markets; our approach is customer experience-led, tech-enabled and underpinned by contracted commitment to business outcomes. We are building capability to 'make great customer experience happen'. Our commercial model increasingly includes a commitment to client outcomes, such as improvements in the net promoter score, revenue generation, customer acquisition and cost-to-serve. This commitment to outcomes is core to our differentiation in the marketplaces we serve. Our operational scale allows us to derive meaningful insight from our customer interaction data, driving business improvement across our operations. Automation and digital augmentation is increasingly a solution to clients who want faster and closer interaction with customers.

Financial performance

Adjusted revenue for 2019 was flat year on year at £802.4m. Following a 1% decline in the first half, revenue increased by 1% in the second half thanks to wins and scope increases with existing clients such as Southern Water and British Gas.

Adjusted operating profit increased by 31.7% to £54.9m, mainly due to strong cost management, including the increasing use of resources in India and South Africa.

Cost and operational excellence

Cost improvement was delivered in 2019, particularly from operating model initiatives and procurement. We have started to leverage our global delivery centres in India, South Africa and Poland, offering efficiencies and innovative solutions to our customers. We invested significantly in capability and skills, as well as in our people, where better training and improved financial and working conditions have improved attrition and customer service.

The transformation of our customer services contract with mobilcom-debitel continues to progress well. We have been successfully driving the transformation programme through implementation of the new Capitabuilt mobile app, initiatives to shift the volume to digital channels and the increase in automation and self-services. We continue to expect to reach the inflection point and break even on the contract in 2020. Inability to achieve this key milestone could lead to reduced contract profitability and a risk of impairment of the associated contract assets.

During 2019, the O2 contract saw the best performance in both sales and service during the history of the partnership, reflecting the growing impact of work jointly undertaken to develop the target operating model.

Investing in growth

Clients are seeking partnerships which are characterised less by FTE numbers and more by a range of value-adding services. This increasingly complex service offering provides opportunities for players with deeper outsourcing capabilities.

Strategic report

During the year, we won, renewed and extended a number of contracts. This included the extension of contracts with:

The National Trust worth £46m over five years.
British Gas to November 2020, the contract has since been extended further to June 2024.

During the year, we applied data and analytics technology to existing clients, where examples include producing analytics on caller data and delivering insight on social media mentions. In the second half of 2019, we rolled out a like-for-like chat operation based in Pune and Mumbai; this will be followed in 2020 by the introduction of messaging, in-chat payments and automated services. Our investment in technology to date has provided the opportunity to build new relationships where automation is the focus from the outset, and further investment is expected in 2020 as we seek to build on our consulting experience.

Adjusted revenue £802.4m

(2018: £802.6m) –%

Adjusted operating profit

£54.9m (2018: £41.7m) +31.7%

Employees

29,200 (2018: 30,000)

Key regions

UK, Germany and Switzerland

Key markets

Retail • Telecommunications and media
Utilities
Automotive
Financial services
Travel and leisure

Key services and contracts

Services
Customer experience enhancement
Revenue generation
Escalated case/complaints management
Digital transformation

Contracts

O2
TV Licensing
British Gas
npower
Southern Water

Strategic report

Divisional strategy and performance continued

Capita is a strategic partner to government in the application of digital transformation to improve the productivity of government operations and the citizen experience of public services.

We do this in a socially responsible way to make public services better for citizens and government employees, and to help our clients to release resources so that they can be deployed back into frontline service priorities. We believe that quality public services, innovatively designed and powered by technology, are critical to delivering safer, greener and healthier communities that support everyone, including society's most vulnerable.

Our markets and growth drivers

Capita is one of the largest providers to government in the UK with an estimated market share of 13%. Within this we have top-three leadership positions in several focused sectors where we have deep, proven experience and expertise, including education, health, transport, defence, central and local government. Governments globally are under pressure to deliver a greater quantity of services at better quality to citizens, driving counteracting forces for the sector. On the downside, they have reset interactions with traditional outsourcers – resulting in the disaggregation of services and insourcing. Conversely, there continues to be strong demand for innovative digital solutions that allow government to deliver

Government Services

Strategic priorities 2018–2020:

Develop existing core service capabilities as repeatable product propositions to drive growth.
Continuous programme of operational excellence to improve service delivery and create headroom for reinvestment.
Transformation of business model to a consulting, transformation and digital services company.

2019 progress against strategic priorities:

Major contract wins in DFRP and PIP.
Return to green supplier status with Cabinet Office.
Continued improvement in performance of challenging contracts, including PCSE.
Successful implementation of ULEZ.
Delivery of cost-out targets.

Better outcomes

Rossendale Borough Council, in Lancashire, commissioned us to deliver their out-of-hours customer support. Following successful delivery of our emergency planning, our contract was extended to implement a homelessness service, arranging urgent accommodation for vulnerable people.

their goals for improved productivity and better citizen experience. Government departments are actively engaging with the private sector to reflect this: reshaping contracts at renewal, but also awarding new work and renewing existing relationships. In particular local government markets have seen significant reshaping of the landscape.

During 2019, Brexit substantially affected the volume of new initiatives. With the election of a strong majority government, we are starting to see indications of an acceleration of decision making and the potential for new opportunities in support of emerging policies.

Our strategy

Our strategy is to focus our business around the aforementioned six core market sectors where we have a leading position; offer a refined set of value propositions developed on top of a defined and controlled stack of underlying replicable digital products and capabilities; invest in a full-lifecycle digital transformation capability; and focus on excellence in our transformation and operational service delivery performance.

Financial performance

Adjusted revenue by type (%)

Adjusted revenue was broadly flat in 2019 at £777.9m. Prior-year losses of our contracts with the Home Office supporting the immigration sector and the Defence Infrastructure Organisation, and a decline in local government, were offset by growth in contracts such as smart metering and by increased scope in our Transport for London (TfL) contract. Adjusted operating profit increased significantly to £58.8m with the impact of contract losses being offset by performance improvements on contracts such as Primary Care Support England (PCSE), one-off contract-related items, and efficiency improvements.

Operational excellence

In 2019, we continued to devote resource to our service quality, which improved with over 95% of key performance indicators green, while we also returned to green strategic supplier rating with the Cabinet Office. Operational service delivery on our PCSE contract with NHS England continues to improve. A small proportion of the contract, which administered cervical screening, was transferred back to the NHS in August 2019. We started the roll-out of our transformed solutions for ophthalmic payments, pharmacy market entry and performer list at the end of the year, with positive feedback. We continue to expect to reach the inflection point and break even on the contract in 2020. Inability to achieve this key milestone could lead to reduced contract profitability and a risk of impairment of the associated contract assets.

We successfully introduced the ultra-low emission zone (ULEZ) for TfL, including vehicular image capture and processing, billing and a mobile payments app, data

Revenue by market (%)

Adjusted revenue £777.9m

(2018: £780.5m) -0.3%

Adjusted operating profit

£58.8m

(2018: £40.3m) +45.9%

Strategic report

management, enforcement and customer call centre operations.

Investing in growth

2019 was a successful year when we managed to offset some major contract losses with new business wins. These included: a £525m contract to modernise and support improvement to the operational effectiveness of the Ministry of Defence's fire and rescue service (DFRP) with the mobilisation for this contract going well; and a £145m extension of our contracts with the Department for Work and Pensions (DWP), and the Department of Communities in Northern Ireland, to deliver Personal Independence Payment (PIP) assessments. Smaller contracts with Charnwood, Bexley, and the extension of the Ministry of Justice Technology Transition Programme contract were also won. Our growth model going forward focuses on understanding the problems of our clients in government and helping them to transform their business with scalable digital products and solutions. Growth will come from investment in scalable and repeatable products and solutions. We have invested in robotic process automation and artificial intelligence, and they will be used to drive further productivity gains with the savings used to invest in our client value propositions. We also expect a strong benefit from our colleagues in Capita Consulting, who have deep knowledge of the industry verticals that we are targeting, as well as the tools we use to deliver services.

Employees

8,200 (2018: 8,700)

Key regions

Key markets

Local government
Central government
Defence
Education and health

Key services and contracts

Local government business process management and transactional services
DWP PIP
DCC smart metering
Electronic monitoring
Primary Care Support England
TfL congestion charging and ULEZ • Gas Safe Register

Strategic report

Divisional strategy and performance continued

As part of our strategy to simplify and strengthen, we have renamed IT & Networks as Technology Solutions. Capita is a top-10 service provider of digital IT and connectivity solutions in the UK, focused on the mid-sized enterprise market.

We consult, transform and deliver digital solutions to help businesses improve, realise their digital strategies and provide better business outcomes. We have strategic partnerships with leading global IT vendors, have invested in our portfolio of hosted platforms and operate our own UK-wide network and data centres.

Our markets and growth drivers

Technology Solutions operates in a broad and fast-changing market. The market in the UK was estimated to be worth £54bn in 2019 and is expected to grow at a compound annual growth rate of 2.6%, according to Teknowlogy group. In 2019, the market reached an inflection point where spending on the high-growth Fast/Digital IT segment, such as cloud, cyber, artificial intelligence and data analytics, overtook spending on legacy IT, such as traditional data centres, workplace and server applications services.

Technology Solutions Better

Strategic priorities 2018–2020:

Consolidate multiple standalone IT businesses into a single, integrated division.
Upgrade and consolidate data centres to create an enhanced, resilient and secure client infrastructure.
Invest in key client propositions across networks, cloud, cyber and digital.
Develop our people.

2019 progress against strategic priorities:

Successfully brought to market new client propositions to the market for cloud, cyber, SD-WAN and digital.
Consolidated five standalone IT businesses into a single, integrated unit through our One-ITS programme.
Completed phase one and two of our data centre consolidation and cloud migration programme to create an enhanced, resilient and secure client infrastructure.
Invested and developed our people's capabilities and work environment, resulting in reduced attrition and increased employee satisfaction scores.

outcomes

Capita built and runs the Scottish 'wide area network' (SWAN), a single, shared network and common information and communication technology infrastructure for the country's public sector. Today, more than 6,000 sites comprising schools, local council offices, GP surgeries and pharmacies, as well as every hospital and ambulance station across Scotland, are connected.

Our strategy

Our strategy is to create innovative technology solutions, underpinned by a comprehensive range of services which address the needs of our enterprise clients; such as how to benefit from robotic process automation technologies. Our new automation hub can provide consulting solutions that improve business processes, whether they are human, digital or hybrid.

Growth, resilience and 'Value for IT' are our strategic objectives. We are developing repeatable propositions to meet our clients' needs, with a focus on creating improved customer experience and expanding our client base. We have already started to increase the standardisation, robustness and security of the platforms and processes that underpin our products. We are also continuing the simplification of technology operations, platforms, products and suppliers to generate efficiency savings, strengthen our capabilities and ultimately deliver greater value to our clients.

Our expertise in business process improvement – complemented by consulting – allows us to address emerging opportunities. This combination of expertise in technology with a robust and integrated product offering helps clients extract value out of their legacy systems, while adopting and gaining benefit from the latest digital, cloud-enabled technologies.

Financial performance

Adjusted revenue decreased by 2.4% to £429.3m, with the benefit of new work with TfL offset by other contract losses and reduced transactional business in LAN and voice networking solutions.

Adjusted operating profit decreased by 5.8% to £50.7m, as savings from simplifying the division were offset by lower margins and increased costs in networking solutions. These lower margins in networking solutions are caused by high competition and market pressures, and while we continue to win new revenue, albeit not at the expected level of growth, the margin pressure is expected to continue until we move to provision of our digital transformation propositions. Excluded from 2019 adjusted profit is a charge of £41.4m from the impairment of goodwill (refer to note 3.4 of the consolidated financial statements).

Cost and operational excellence

Cost improvements have been delivered across the division, with operational effectiveness initiatives – such as common processes, consolidating service desks and an increase in the use of offshoring – resulting in significant savings. We have also turned around and stabilised several challenging contracts, and increased our customer satisfaction. These outcomes have been achieved through a combination of

activities, such as: focusing on strengthening relationships and delivering results for our customers; our ongoing programme to modernise our infrastructure and automate workloads; our enhanced operational efficiency measures; reskilling and training our workforce; and our One-ITS programme to consolidate five businesses into one.

Strategic report

Investing in growth

We have invested significantly in the development of our Fast/Digital IT propositions – in cloud, cyber security, software defined network monitoring, internet of things and robotics process automation – to provide new digital offerings to our clients. We have and will continue to strengthen our partnerships with key technology providers, combining our consulting and delivery expertise with their technologies.

In 2019, we saw strong performance in our TfL contract with additional large project wins on the back of the core network contract. Our Northern Ireland Education contract was also extended for a further two years. Other major wins included long-term contract renewals with Liberata and Energia, and new business supporting the outsourced Defence Fire Risk Management Organisation.

Adjusted revenue

Adjusted operating profit

£50.7m

(2018: £53.8m) -5.8%

Employees

3,200 (2018: 3,400)

Key regions UK and Ireland

Key markets

Local government
Central government
Defence
Education
Financial services
Telecoms
Aerospace • Transport

Key services

Managed networks
Data centre and cloud infrastructure
Managed IT support
Testing
Cyber security and consulting

Strategic report

Divisional strategy and performance continued

Specialist Services comprises a portfolio of businesses and delivers a range of service offerings through joint ventures, trading businesses and traditional IT-enabled legacy BPO contracts. The division includes those businesses which either are not within Capita's growth markets and/or have little in common with our other divisions. The businesses are actively managed on a portfolio basis in order to maximise value.

Our markets and growth drivers

Specialist Services includes a range of businesses serving public and private clients across multiple vertical sectors, which are generally mature. Our closed book Life Insurance administration business is in structural decline as books run off and some customers, with legacy IT systems, are switching to suppliers who can provide a single digital platform for all their life books.

Our strategy

Due to the varied nature of the activities in the division, each Specialist Services business has its own strategy uniquely tailored to their service offerings and the needs of their clients.

We enjoy strong market positions in many of the verticals sectors, with strong brands and positive client perception of our services. This provides an ongoing opportunity to make better use of Capita's wider client base, and to simplify and strengthen the portfolio.

Specialist Services

Strategic priorities 2018–2020:

Manage as a portfolio and focus on continuing value optimisation.
Rationalise service lines, processes, properties and IT.
Make use of cross-sell opportunities within portfolio and wider Capita.

2019 progress against strategic priorities:

Continued to manage the division as a portfolio of separate businesses, focusing on value optimisation.
Investment in a number of product/ service enhancements.
Delivered significant cost savings and cash generation.

In November, Capita signed a new six-year contract worth £141m with The Co-operative Bank. Capita provides mortgage services to the bank's UK customers, and a key element of the contract is the collaborative approach Capita and the Bank are taking to transformation. There is a renewed focus on redesigning and simplifying processes and systems to enhance the end-customer's experience, increase productivity and reduce costs.

The focus across the portfolio is on operational excellence and cost optimisation. In line with our drive to simplify Capita, we have continued to review our portfolio – and decided in early 2020 to reorganise our Specialist Services division. We have concluded that a number of businesses in the division would benefit from closer alignment with core Capita and should be moved into other divisions. Some of the other businesses are being prepared for disposal, with the proceeds earmarked to help strengthen the organisation.

Financial performance

In 2019, adjusted revenue fell by 16.1% to £744.5m, reflecting the contract losses in 2018 of Prudential UK (life) and Marsh (general insurance) and a decline in the structurally challenged Life and Pensions business, this was partly offset by one-off contract related items.

Adjusted operating profit increased by 10.2% to £141.7m as we offset the revenue losses with cost savings and one-off contract related items, and by winning profitable and cash-backed new business.

Cost and operational excellence

We made significant cost savings during the year mainly through IT rationalisation and productivity gains across the division. We did this while retaining clients and adding new business. In the Life and Pensions business in particular, we have driven out IT efficiencies to mitigate the structural decline in certain contracts.

We were particularly pleased with the new contract extension with The Co-operative Bank where our more collaborative and values-based approach was recognised by our client, as well as recognising Capita's core competencies in digital transformation.

Investing in growth

We have continued to invest in product development, IT infrastructure and client portals, and in security and compliance to support existing contracts and future revenue growth.

During the year the division invested in key products: for example, AXELOS's launch of its new qualification, ITIL 4 Foundation; a new digital platform in Capita Travel and Events; a digital platform update at Optima; and IT and cyber protection in our Life and Pensions business.

New sales wins in 2019 included:

• Real Estate and Infrastructure won two major contracts in the year – the next stage of support to 'Future Luton', London Luton Airport owner's expansion plans with specialist aviation, planning and multidisciplinary design and management services. We were also appointed to be part of Network Rail's design services framework, securing several lots that enable us to deliver consultancy services to support upgrade and maintenance projects for control period 6.

Strategic report

An extension to our current scope of business with Zurich UK to service a new protection product. This will drive better customer outcomes, cost savings and support Zurich UK's growth, assisted by the introduction of digital capabilities.
A number of new contracts for Travel and Events with some well-known clients such as the BBC.

Adjusted revenue by type (%)

Financial performance

Refer to alternative performance measures on pages 187–188.

Adjusted revenue

(2018: £887.3m) -16.1%

£744.5m

1 58% Long-term contractual 2 25% Short-term contractual 3 17% Transactional

Adjusted operating margin (%) 19.0 14.5

Order book (£m) 1,191.7 1,226.4 (2.8)

Adjusted operating profit

£141.7m

(2018: £128.6m) +10.2%

Employees

9,600 (2018: 11,000)

Key regions

UK, Dubai and India

Key markets

Financial services
Central and local government
Education
Defence
Housing
Healthcare
Technology
Utilities

• Environment and transport

Key services and businesses

Life and pensions administration
Insurance services
Mortgage processing
Travel and events
Enforcement • Legal services
Real estate and infrastructure
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- Managed print
- Translation and interpreting

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7KHEDVHFDVHSURMHFWLRQVSUHSDUHGIRU WKHJRLQJFRQFHUQQRWHGRQSDJHDQG viability assessments are derived from the 2020–2022 business plans as approved by WKH%RDUG7KHVHFDSWXUHWKHNH\EHQHÀWV that the transformation plan is intended to deliver, and the costs to achieve these. In UHFRJQLWLRQRIWKHGRZQVLGHVFHQDULRVWKDW WKH%RDUGLVREOLJHGWRFRQVLGHUWKH SURMHFWLRQVKDYHEHHQDGMXVWHGWR be necessarily more cautious in order to JDXJHWKHUHVLOLHQFHRIWKH*URXSDQG3DUHQW &RPSDQ\WRXQH[SHFWHGULVNVDULVLQJ7KH Board considers this three-year period to EHDSSURSULDWHDVWKHUHLVVXIÀFLHQWFODULW\ to consider the business prospects and SURYLGHDIRXQGDWLRQWRVWUHVVWHVWDJDLQVW severe but plausible downside scenarios.

The risks applied have not been probability ZHLJKWHGEXWUDWKHUFRQVLGHUWKHLPSDFW VKRXOGHDFKULVNPDWHULDOLVHE\DSSO\LQJD ¶PRUHOLNHO\WKDQQRW·WHVWHJPRUHWKDQD RQHLQWHQFKDQFHRIRFFXUULQJ7KHVH LQFOXGHWUDGLQJGRZQVLGHULVNVZKLFKDVVXPH the transformation plan is not successful in GHOLYHULQJWKHDQWLFLSDWHGUHYHQXHJURZWKDQG assumes a downside that also incorporates revenue attrition. The severe downside has LQFRUSRUDWHGDOVRSRWHQWLDODGYHUVHÀQDQFLDO impacts that could arise from incidents such as data breaches, cyber attacks, controls failures and an assessment of the potential ÀQHVDQGSHQDOWLHVIRUDQ\QRQFRPSOLDQFH ZLWKODZVDQGUHJXODWLRQV

To address these severe risks the Board has FRQVLGHUHGPLWLJDWLQJIDFWRUVWKDWFRXOGEH employed. An example of the actions UHFRJQLVHGLQFOXGHGDGMXVWLQJWKH*URXS·V investment in discretionary and maintenance FDSLWDOSURMHFWVKDYLQJGXHUHJDUGWRWKH QHHGWRHQVXUHWKHLQWHJULW\RIWKH*URXS·V,7 systems is not compromised nor the security of the data held therein; further reduction in GLVFUHWLRQDU\RSHUDWLQJH[SHQGLWXUHLQFOXGLQJ levels of variable pay and bonuses; and IXUWKHUUHVWUXFWXULQJRSWLRQVWKDWZRXOGEH GHSOR\HGVKRXOGWKHJURXSIDLOWRUHDOLVHWKH JURZWKLQUHYHQXHWKDWLVSUHGLFWHGIURPWKH transformation activities.

7KH%RDUGDOVRFRQVLGHUHGWKH*URXS·V FXUUHQWGHEWOHYHOVFRPPLWWHGIXQGLQJDQG DYDLODEOHIDFLOLWLHVDQGWKHSURMHFWHGOLTXLGLW\ positions. There are scheduled debt repayments in each year of the three-year YLDELOLW\DVVHVVPHQWSHULRGFRPPHQFLQJ -XQHWKH*URXS·VUHYROYLQJFUHGLWIDFLOLW\ PDWXUHVLQ\$XJXVWDQGWKH*URXS·V backstop facility has an initial maturity in )HEUXDU\DQGLVH[WHQGDEOHDWWKHRSWLRQ RIWKH*URXSWRDÀQDOPDWXULW\LQ\$XJXVW 7KH%RDUGKDVFRQVLGHUHGWKH&RPSDQ\·V DELOLW\WRLQWURGXFHQHZIXQGVWRWKH*URXSLQ advance of these maturity dates.

,QDVVHVVLQJYLDELOLW\WKH%RDUGFRQVLGHUHG WKHDQQRXQFHGGLVSRVDOSURJUDPPHDQG LVFRQÀGHQWEDVHGRQWKHVXFFHVVIXO completion of previous disposals, that the &RPSDQ\FDQGHOLYHUWKHSODQJLYHQWKH VWUHQJWKRIWKHXQGHUO\LQJEXVLQHVVHVDQG the value they contribute. Based on this DVVHVVPHQWDQGDVVXPLQJWKHVXFFHVVIXO completion of the transformation plan, the Board has a reasonable expectation WKDWWKH*URXSDQG3DUHQW&RPSDQ\ZLOOEH able to continue in operation and meet its liabilities as they fall due over the period of the viability assessment.

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*URXS&RPSDQ\6HFUHWDU\ 4 March 2020 Capita plc 5HJLVWHUHGLQ(QJODQGDQG:DOHV1R

Corporate governance

Cleaner air: Capita designed, implemented and now operates WKHWHFKQRORJ\EHKLQGWKHZRUOG·V largest ultra-low emission zone (ULEZ) system and service on behalf of Transport for London to UHGXFH/RQGRQ·VKLJKOHYHOVRIDLU pollution. Since its launch in April 2019, ULEZ has led to a reduction in the emissions of nitrogen oxides by approximately 29%.

Chairman's report

"We appointed two employees to the Board after a thorough and rigorous selection process."

Sir Ian Powell Chairman

Governance plays a key role in the culture of any organisation and we welcome the updated and refreshed UK Corporate Governance Code 2018 (Code) against which we now report. I am pleased to introduce the corporate governance section of this Annual Report and present my introductory statement on Board governance during 2019.

Board leadership

The directors of the Company currently in office are listed on pages 52–53. Patrick Butcher was formally appointed as a director on 1 January 2019, having taken up his post as Chief Financial Officer at the end of 2018. We also appointed Georgina Harvey, an experienced non-executive director, on 1 October 2019 to the Board and as Chair of the Remuneration Committee in place of John Cresswell, who remains on the Board.

We are careful to ensure an appropriate balance of time commitments for each Board member. At the end of 2019, Georgina Harvey stepped down as a non-executive director of William Hill plc and Matthew Lester, who was appointed Chair of Kier Group plc with effect from 1 January 2020, stepped down as a non-executive director of Barclays plc and Barclays Bank plc on the same date, and as a non-executive director of Man Group plc on 26 February 2020. Matthew's appointment as Chair of Kier Group plc was significant but, taking into account changes in his non-executive portfolio, it was not considered by the Board to be excessive.

Our commitment to workforce engagement and board diversity has remained an important focus of the Board and, after a thorough and rigorous selection process, we appointed on 1 July 2019 two employee directors, Lyndsay Browne and Joseph Murphy, to the Board. Further information on their induction and perspectives is set out on page 59.

Board diversity

A diverse board broadens perspective, enriches debate and ultimately improves the quality of decision making so I am pleased that we have improved our Board diversity by exceeding the 33% target for female representation. At 31 December 2019, we had seven men and four women directors. However, I am very conscious that our Board lacks ethnic diversity and this will be an area for development in future years. Further information on diversity across the Group is on page 34.

Reappointment of directors

All members of the Board will stand for re-election (Georgina Harvey, Lyndsay Browne and Joseph Murphy for election) at the annual general meeting (AGM) in May. All Board members have received a formal performance evaluation which demonstrates that each director continues to be effective and committed to the role.

Board time allocation

1 47% Strategy, transformation and growth
2 27% Executive reports
3 12% Governance (including Board evaluation)
4 10% IR / brand / reputation 5 4% Full and half-year results

Meeting schedule

The Board has a standing schedule to meet six times a year but holds further meetings as required. A two-day meeting specifically to review strategy was held during the year. Board and committee meetings are structured around the Company's financial calendar. Agenda planning is undertaken in advance of every meeting to ensure an appropriate allocation of time to important topics.

Corporate governance governance

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Senior management

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Board effectiveness

Corporate governance principles

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Leadership and purpose: DUWLFXODWLRQRI&DSLWD·VSXUSRVH DQGIRFXVRQFXOWXUHRQWKHLQVLGHIURQWFRYHUDQGSDJHV²

Division of responsibilities:JRYHUQDQFHIUDPHZRUNRQSDJH

Composition, succession and evaluation: Nomination Committee UHSRUWRQSDJHDQG%RDUGHYDOXDWLRQVHFWLRQEHORZ

Audit, risk and internal control: Audit and Risk Committee UHSRUWRQSDJH

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Board evaluation

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Finding from 2018 evaluation	Action in 2019
/RQJWHUPYLVLRQDQGVWUDWHJ\²H[WHQGLQJ WKHWLPHIUDPHRIVWUDWHJLFGLVFXVVLRQ DQGHPHUJLQJULVNVGXULQJWKH\HDUZLWK DQDQQXDOGHHSIRFXVRQVWUDWHJ\DQG risk appetite.	'HHSHUVWUDWHJLFGLVFXVVLRQV around transformation and risk. %RDUGVWUDWHJ\PHHWLQJKHOG RYHUWZRGD\V)RUPDOVWUDWHJLF SUHVHQWDWLRQVE\DOOGLYLVLRQV WKURXJKRXWWKH\HDU
,PSURYHWKH%RDUG·VXQGHUVWDQGLQJRI HPSOR\HHV·YLHZV²WKURXJKWKH appointment of employee directors, site YLVLWVDQGZRUNLQJZLWKWKH&KLHI3HRSOH 2IÀFHURQWRSWDOHQWVXFFHVVLRQSODQQLQJ and diversity.	Two employee directors were appointed in 2019. The Board KHOGDVFKHGXOHGPHHWLQJDQG PHWZLWKFROOHDJXHVDWWKHGLJLWDO GHOLYHU\FHQWUHLQ,QGLD
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%RDUGSURJUDPPH²WRHQVXUHWKH %RDUGSURJUDPPHDQGDJHQGDV IDFLOLWDWHDSSURSULDWHH[SRVXUHWR&DSLWD·V EXVLQHVVDQGVHQLRUPDQDJHPHQW	%RDUGYLVLWWR&DSLWD,QGLD Presentations and Q&A with PDQDJHPHQWRQQHZFRQVXOWLQJ EXVLQHVVDQGH[LVWLQJGLYLVLRQV

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Directors in India: the Board is committed to seeing the business in operation and in September 2019 spent two days at the digital delivery centre in Pune, India. As well as holding a scheduled Board meeting there, members met with the leadership and received formal presentations. The Board also visited operational delivery areas informally, meeting and talking with colleagues.

The evaluation concluded that the Board had performed well at this VWDJHRIWKHPXOWL\HDUWUDQVIRUPDWLRQSURJUDPPHJLYLQJDSSURSULDWH IRFXVWRNH\LVVXHVZLWKVXLWDEOHOHDGHUVKLSGHEDWHDQGFKDOOHQJH

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Finding from 2019 evaluation	Proposed actions in 2020
Remuneration framework	,QFRQMXQFWLRQZLWKWKH5HPXQHUDWLRQ Committee, allocate more time to RQJRLQJFRQVLGHUDWLRQDQGUHYLHZ RIWKHIUDPHZRUNIRUH[HFXWLYH director and workforce remuneration.
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Remuneration

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Corporate governance and committee reports

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Sir Ian Powell Chairman 0DUFK

Sir Ian Powell Chairman

Appointed: September 2016

Independent at appointment: Yes

Key skills and experience: Sir Ian was appointed as Non-Executive Director on 1 September 2016 and as Chairman on 1 January 2017. He is a chartered accountant and, before his retirement in June 2016, was Chairman and Senior Partner of PwC UK between 2008 and 2016.

Other current appointments: Chairman, Police Now; trustee of The Old Vic, and of Wellbeing of Women; member of the Development Committee, The National Gallery; and board member of London First.

Chairman Executive Directors

Jon Lewis Chief Executive Officer Appointed: December 2017

Key skills and experience: before joining Capita, Jon was Chief Executive Officer of Amec Foster Wheeler. Prior to that, he had a 20-year career at Halliburton Company Inc, where he held a number of senior roles, including Senior Vice President and member of the Halliburton Executive Committee.

Board responsibilities: managing and developing Capita's business to achieve the Company's strategic objectives.

External appointments: board member of Equinor.

Patrick Butcher Chief Financial Officer Appointed: January 2019

Key skills and experience: Patrick is a member of the Institute of Chartered Accountants (South Africa) and has over 17 years of experience as a finance director at board level in transport and infrastructure companies. Before joining Capita, he was Group Chief Financial Officer at Go-Ahead Group and formerly Group Finance Director of Network Rail.

Board responsibilities: overall control and responsibility for all financial aspects of the business's strategy.

External appointments: none.

Independent Non-Executive Directors

Gillian Sheldon ANR Senior Independent Director

Appointed: September 2012

Key skills and experience: Gillian is a senior adviser in Credit Suisse's investment banking division, where she has gained substantial experience of advising boards across a wide range of complex situations and transactions.

Other current appointments: senior adviser at Credit Suisse; trustee of BBC Children in Need and Chair of its Investment Committee; and member of the Corporate Advisory Board of the Royal Academy of Arts.

Matthew Lester NR Appointed: March 2017

Key skills and experience: Matthew is a chartered accountant with over 20 years' experience in senior finance roles. He was Group Chief Financial Officer of Royal Mail plc from November 2010 to July 2017. Matthew served as Group Chief Financial Officer for ICAP plc from May 2006 to November 2010.

Other current appointments: Chair of Kier Group plc; and a senior advisor to Hermes Investment Management.

Georgina Harvey AN R Appointed: October 2019 A R

Key skills and experience: Georgina has significant experience across highly competitive consumer-facing markets and of delivering successful transformational change. Prior to her current roles, Georgina was Managing Director of Regionals and a member of the Executive Committee of Trinity Mirror plc from 2005 to 2012.

Other current appointments: Non-Executive and Senior Independent Director of McColl's Retail Group plc; Non-Executive Director of Superdry plc; and Big Yellow Group plc.

Independent Non-Executive Directors

John Cresswell ANR Appointed: November 2015

Key skills and experience: John has substantial experience in leading, growing and advising media and broadcast organisations as CEO and executive director. He is a Chartered Accountant, has a BSc in Economics and Politics, and attended the advanced management programme at Harvard Business School. Previously, he was CEO of Arqiva and held a number of executive director roles on the board of ITV plc.

Other current appointments: Chief Executive Officer of Bibby Line Group Limited; member of University of Liverpool Management School Advisory Board.

Baroness Lucy Neville-Rolfe DBE CMG ANR Appointed: December 2017

Key skills and experience: Baroness Neville-Rolfe has been a member of the House of Lords since 2013, and served between 2014 and 2017 as a government minister in the business and culture departments, and as Commercial Secretary to the Treasury. She has a senior background in international retail, governance, legal and regulatory issues, and communications.

Other current appointments: Chairman of Assured Food Standards; Non-Executive Director of Secure Trust Bank plc, Thomson Reuters Founders Share Company, and Health Data Research UK; Chair of UK-ASEAN Business Council; and member of the House of Lords EU Select Committee.

Andrew Williams ANR Appointed: January 2015

Key skills and experience: Andrew is Chief Executive of FTSE 100 company Halma plc, a leading specialist in safety, health and environmental technologies. He is also a chartered engineer and a production engineering graduate of Birmingham University. He attended the advanced management programme at Wharton Business School, University of Pennsylvania, in 2004.

Other current appointments: Chief Executive of Halma plc; and Non-Executive Director of Cardiff Blues Ltd.

Employee Non-Executive Directors

Lyndsay Browne R* Appointed: July 2019

Key skills and experience: Lyndsay is a member of the Institute of Chartered Accountants (Scotland) and has undertaken various finance roles in insurance and financial services since joining Capita in 2003. She currently works as a finance manager in the Specialist Services division and is involved in commercial contract management, the finance transformation programme and financial reporting. Before joining Capita, Lyndsay worked for KPMG Audit and Advisory in Glasgow and Bermuda.

Other current appointments: none.

Joseph Murphy A* Appointed: July 2019

Key skills and experience: Joseph works in the technical advisory team in the Real Estate and Infrastructure business within Specialist Services. He joined Capita in 2015 and is a chartered civil engineer with a masters degree in ground engineering. His role involves monitoring and advising on large infrastructure projects in the UK and Europe. His previous experience includes engineering design and construction management.

Other current appointments: none.

Board directors: length of tenure

Sir Ian Powell (Chairman)		3 years
Jon Lewis (CEO)		2 years
Patrick Butcher (CFO)		1 year
Gillian Sheldon 7 years
Matthew Lester		3 years
Georgina Harvey1		3 months
Andrew Williams	5 years
Jon Cresswell		4 years
Baroness Lucy Neville-Rolfe		2 years
Lyndsay Browne2		6 months
Joseph Murphy2		6 months

2013 2016 2019

Joined the Board on 1 October 2019. 2. Joined the Board on 1 July 2019.

Key to committees

A Audit and Risk
N Nomination
R Remuneration
R Committee chair

* From 6 March 2020.

Corporate governance Executive Committee Executive Committee

Capita's Executive Committee is chaired by Jon Lewis, CEO, and comprises 14 executive officers and functional heads, who are entirely accountable for their division or function.

The divisions are aligned around five key growth markets: Software, People Solutions, Customer Management, Government Services and Technology Solutions. Alongside them sits the sixth division, Specialist Services.

Jon Lewis Chief Executive Officer

Jon is responsible for the overall management and development of Capita, to achieve its strategic objectives – and return the business to organic growth and sustainable free cash flow.

Patrick Butcher Chief Financial Officer

Patrick is responsible for setting financial strategy and policy, and implementing a framework of business controls to support Capita's transformation and sustainable growth. He is also responsible for the commercial and internal audit functions.

Ismail Amla Chief Growth Officer

Ismail is responsible for supporting Capita's transformation and organic growth plans, and driving change in the sales model. He is also responsible for Capita's new consulting business.

Chris Baker Executive Officer, Software

Chris leads one of the UK's largest software companies with market-leading positions in sectors such as education, emergency services, payments and local government. Its specialist enterprise products also serve cross-sector markets, in the UK and overseas.

Claire Chapman Chief General Counsel

Claire provides expert and strategic legal advice, with a focus on legal and regulatory risk management, mergers and acquisitions, corporate projects, governance and contracts. She is also responsible for Capita's financial services, risk and compliance, privacy, clinical governance and company secretarial functions.

Aimie Chapple Executive Officer, Customer Management

Aimie leads the division which delivers multi-channel customer experience services across the UK and internationally, for many leading brands in sectors ranging from telecommunications and utilities, to financial services and technology innovation.

Mark Cook Executive Officer, Technology Solutions

Mark leads the division which provides digital technology solutions for enterprise workspace and connectivity to external public and private sector clients. He is also responsible for Capita's central Group IT function.

Garry Dryburgh Chief Transformation Officer

Garry is responsible for developing, orchestrating and communicating the company's multi-year transformation programme, aiming to achieve the right balance between short-term improvement and delivery of Capita's long-term vision.

Chantal Free Executive Officer, People Solutions

Chantal leads the division which solves large public and private clients' most complex people issues across the entire employment lifecycle from resourcing, learning and employee experience, to pensions consulting and administration.

Rupert Green Chief Corporate Development Officer

Rupert is responsible for Capita's strategy development and execution; investor relations; and for mergers, acquisitions and divestments.

Katja Hall Director of Corporate Affairs

Katja is responsible for internal and external communications, including employee engagement, public affairs, media relations and responsible business, while providing strategic and reputational guidance to the leadership team.

Will Serle Chief People Officer

Will is responsible for delivery of the company's HR and people strategy, supporting and advising the organisation to evolve Capita's culture and ways of working for all its employees. He is also responsible for Capita's property function.

Andy Start Executive Officer, Government Services

Andy leads the division which is a strategic partner to government in the application of digital transformation to improve the productivity of operations and to help deliver essential services to millions of customers.

Jim Vincent Executive Officer, Specialist Services

Jim leads the division which comprises a portfolio of standalone businesses and commercial ventures, providing a diverse range of services to private and public sector clients.

Committed to high standards of governance

Corporate Governance Code

Capita plc and its subsidiaries (the Group) remain committed to maintaining high standards of corporate governance. The UK Corporate Governance Code 2018 (the Code) applies to accounting periods beginning on or after 1 January 2019 and is available from WKH)LQDQFLDO5HSRUWLQJ&RXQFLO·VZHEVLWHZZZIUFRUJXN7KURXJKRXW WKHDFFRXQWLQJSHULRGWRZKLFKWKLVUHSRUWUHODWHVWKH&RPSDQ\FRPSOLHG ZLWKDOOUHOHYDQWSURYLVLRQVVHWRXWLQVHFWLRQVWRRIWKH&RGH

Board changes during the year

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Board composition

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Executive directors	Independent non-executive directors	Non-executive employee directors
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3DWULFN%XWFKHU	Gillian Sheldon	Joseph Murphy
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Board meetings and attendance

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	Audit and
	Board	Risk	Remuneration	Nomination
	meetings	Committee	Committee	Committee
Sir Ian Powell	6(6)	n/a	n/a	3(4)1
Jon Lewis	6(6)	n/a	n/a	n/a
Patrick Butcher	6(6)	n/a	n/a	n/a
Gillian Sheldon	6(6)	6(6)	6(6)	4(4)
Matthew Lester	6(6)	6(6)	6(6)	4(4)
John Cresswell	6(6)	2	6(6)	4(4)
Georgina Harvey3	1(1)	1(1)	1(1)	1(1)
Andrew Williams4	6(6)	3(6)	3(6)	4(4)
Baroness Lucy
Neville-Rolfe	6(6)	6(6)		4(4)
Lyndsay Browne6	3(3)	n/a	n/a	n/a
Joseph Murphy6	3(3)	n/a	n/a	n/a

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Board leadership

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Governance and strategy

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The Board

Role of the Board

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Matters reserved for the Board

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Remuneration Committee

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Non-executive directors

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Executive directors

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Matters reserved for the Board

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Group Company Secretary

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The Group Company Secretary has direct access and responsibility to the chairs of the standing committees and open access to all the directors. The Group Company Secretary has been appointed as 6HFUHWDU\WRWKH\$XGLWDQG5LVN5HPXQHUDWLRQDQG1RPLQDWLRQ FRPPLWWHHVWRHQVXUHWKDWWKHUHDUHQRFRQÁLFWVRILQWHUHVW7KH*URXS &RPSDQ\6HFUHWDU\PHHWVUHJXODUO\ZLWKWKH&KDLUPDQRIWKH%RDUG WKH&KDLUVRIWKH\$XGLWDQG5LVNDQG5HPXQHUDWLRQFRPPLWWHHV and briefs them on areas of governance and committee requirements.

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Shareholder engagement

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Shareholder meetings

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Workforce engagement

In light of the Code's new recommendations on workforce engagement, two employees, Lyndsay Browne and Joseph Murphy, were appointed to the Board during the year. The opportunity to apply for these roles was offered to all employees who had been with Capita for at least two years and there were approximately 400 applications from across the global workforce. The appointments followed a rigorous selection process that included an online questionnaire, independent assessment by a third party and a series of interviews with the Group Company Secretary, Chief General Counsel, Chief People Officer, CEO, Senior Independent Director and Chairman. Lyndsay and Joseph were given a tailored induction that covered the responsibilities and duties of a director, and specific subject matter presentations with functional heads that would equip them to fulfil their legal obligations and provide a framework in which they could bring to the Board their unique perspective as employees. Each was assigned two mentors, one from within Capita and one from an external independent firm, to support them as they settled into their roles.

Q. Why did you apply for the role of employee director?

Lyndsay: In a word – curiosity. I realised that in appointing employee directors, the Board was sincere in its pursuit of putting employees at the heart of the company. I support increased transparency and diversity of thought in corporate governance and I believe that it can build trust in business and improve performance. I was curious to find out more and so applied.

Joseph: The internal advertisement really appealed to me. The description of the role as helping 'set Capita's strategy' and 'providing an employee perspective' were things I wanted to do, if I could. I felt I could provide some answers to the selection criteria, so it was worth applying.

Q. What induction/preparation were you given?

Lyndsay: Joseph and I benefited from a structured and comprehensive induction programme covering technical and legal matters, as well as what to expect in and out of the boardroom. We have ongoing access to resources and Board and external mentors, ensuring we have the tools and support to be informed and effective members of the Board.

Joseph: Once appointed, we began a series of trainings and meetings. The training included the legal obligations of a director and issues such as inside information to ensure we understood these requirements. We were trained in how the various Group functions were relevant to how the Board operated and we met the divisional and functional heads to get to know them and help our understanding of the whole Group.

Q. What value does the employee director role bring to the Board?

Lyndsay: We bring an understanding of the organisation that is different from the rest of the Board. This perspective can add colour to discussions and provide ideas and constructive insight. We are uniquely placed to consider and articulate how employees may perceive and be impacted by Board decisions, which raises the profile of employees and other stakeholders in

decision making. We might not have the leadership experience and expertise of other Board members, but I believe this can stimulate conversation, reflection and collaboration.

Joseph: I think the main benefit is that now two Board members have direct experience of what it is like to work in the company below executive level and provide direct feedback on areas such as policy implementation, customer feedback and employee morale. The Board as a whole has a better understanding of the company, increased trust and insight into how their objectives are progressing.

Q. What is the most significant thing you have learned since joining the Board?

Lyndsay: The decisions and matters that boards grapple with routinely are highly complex in nature: there are inherent internal and external uncertainties, many interdependencies and the needs of multiple stakeholders to consider and balance. Since joining the Board, I have a greater appreciation of this complexity and the important role a board plays in governance. It feels really important to me to have a clear corporate purpose and set of values to guide decision making, as it provides a framework and a constant reference point against which to navigate the complexity and evaluate potential courses of action.

Joseph: I've learned a lot about the obligations of a director and how to meet them. I've also learned how important good relationships and the right people are to success, at every level of the company.

Joseph Murphy and Lyndsay Browne:

"We bring an understanding of the organisation that is different from the rest of the Board. We are uniquely placed to consider and articulate how employees may perceive and be impacted by Board decisions."

Shareholder communications

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Business relationships

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Remuneration Committee

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Risk management and internal control

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Other statutory and regulatory information

Strategic report

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Corporate governance report

The corporate governance statement as required by Rule 7.2.1 of the )LQDQFLDO&RQGXFW\$XWKRULW\·V'LVFORVXUH*XLGDQFHDQG7UDQVSDUHQF\ 5XOHV'75VLVVHWRXWRQSDJHV²

Management report

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Post-balance sheet events

2Q-DQXDU\DVSDUWRIWKHSURSHUW\UDWLRQDOLVDWLRQXQGHU,)56 WKH*URXSH[WLQJXLVKHGDSURSHUW\OHDVHOLDELOLW\'HFHPEHU £20.9m) and acquired the freehold for £30.7m cash. This resulted in

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Election to apply FRS 101 – reduced disclosure framework

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Appointment, reappointment and removal of directors

'LUHFWRUVDUHDSSRLQWHGDQGPD\EHUHPRYHGLQDFFRUGDQFHZLWK the Articles of Association of the Company and the provisions of the Companies Act 2006.

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1RSHUVRQRWKHUWKDQDGLUHFWRUUHWLULQJDWWKHPHHWLQJVKDOOEH appointed or reappointed a director of the Company at any general meeting unless he/she is recommended by the directors.

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Group activities

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Results and dividends

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Major shareholders

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Shareholder	% of voting rights at 31 December 2019	Number of shares direct	Number of shares indirect
,QYHVWHF\$VVHW0DQDJHPHQW/WG	11.64	²
5:&\$VVHW0DQDJHPHQW//31	11.20	²
,QYHVFR/WG	10.91	²
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'HWDLOVRIGLUHFWRUV·LQWHUHVWVLQWKHVKDUHFDSLWDORIWKH&RPSDQ\ are listed on page 93.

Share capital

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	Number of shares	% of issued share capital
,VVXHGVKDUHV
Treasury shares
Total voting rights
(PSOR\HH%HQHÀW7UXVWVKDUHV1	2	0.76%

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Viability statement

This statement is detailed in full on page 48.

The directors have assessed the viability of the Group over the WKUHH\HDUSHULRGWR'HFHPEHUWDNLQJLQWRDFFRXQWWKH *URXS·VFXUUHQWSRVLWLRQDQGWKHSRWHQWLDOLPSDFWRIWKHSULQFLSDO ULVNVVHWRXWLQWKHVWUDWHJLFUHSRUW%DVHGRQWKLVDVVHVVPHQW the directors have a reasonable expectation that the Group is DQGZLOOFRQWLQXHWREHYLDEOH

Going concern

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Auditor review

7KHDXGLWRUKDVUHYLHZHG

the statements regarding going concern (see page 61).
the longer-term viability statement (see page 48)
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Disabled persons

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Employee development and engagement

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Political donations

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Greenhouse gas emissions

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Financial instruments

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Powers of directors

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Change of control

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Rights and restrictions attaching to shares

8QGHUWKH&RPSDQ\·V\$UWLFOHVRI\$VVRFLDWLRQKROGHUVRIRUGLQDU\ shares are entitled to participate in the receipt of dividends pro-rata WRWKHLUKROGLQJ7KH%RDUGPD\SURSRVHDQGSD\DQLQWHULPGLYLGHQG DQGUHFRPPHQGDÀQDOGLYLGHQGLQUHVSHFWRIDQ\DFFRXQWLQJSHULRG RXWRIWKHSURÀWVDYDLODEOHIRUGLVWULEXWLRQXQGHU(QJOLVKODZ\$ÀQDO dividend may be declared by the shareholders in general meeting E\RUGLQDU\UHVROXWLRQEXWQRGLYLGHQGPD\EHGHFODUHGLQH[FHVV RIWKHDPRXQWUHFRPPHQGHGE\WKH%RDUG

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No person holds securities in the Company carrying special rights ZLWKUHJDUGWRFRQWURORIWKH&RPSDQ\7KH&RPSDQ\LVQRWDZDUH RIDQ\DJUHHPHQWVEHWZHHQKROGHUVRIVHFXULWLHVWKDWPD\UHVXOW in restrictions on the transfer of securities or on voting rights.

Restrictions on transfer of shares

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Annual general meeting

7KH\$*0RIWKH&RPSDQ\ZLOOEHKHOGDW/LQNODWHUV//3 2QH6LON6WUHHW/RQGRQ(&<+4RQ7XHVGD\0D\$WWKH \$*0DQXPEHURIUHVROXWLRQVZLOOEHSURSRVHG7KHUHVROXWLRQVDUH VHWRXWLQWKH1RWLFHRI0HHWLQJZKLFKLVVHQWWRVKDUHKROGHUVZLWKWKH 2019 Annual Report and includes notes explaining the business to be WUDQVDFWHG7KH1RWLFHRI0HHWLQJLVDOVRDYDLODEOHRQWKH&RPSDQ\·V ZHEVLWHDWZZZFDSLWDFRP

,Q0D\VKDUHKROGHUVJUDQWHGDXWKRULW\IRUWKH&RPSDQ\WR SXUFKDVHXSWRRUGLQDU\VKDUHV7KLVDXWKRULW\ZLOOH[SLUH DWWKHFRQFOXVLRQRIWKH\$*01RVKDUHVZHUHSXUFKDVHGGXULQJ \$UHVROXWLRQWRUHQHZWKLVDXWKRULW\ZLOOEHSXWWRVKDUHKROGHUV at the 2020 AGM.

The directors consider that each of the resolutions is in the best LQWHUHVWVRIWKH&RPSDQ\DQGWKHVKDUHKROGHUVDVDZKROHDQG recommend that shareholders vote in favour of all of the resolutions.

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Cross-references

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Listing Rule	Subject	Page no.
9.8.4 (1)	Capitalisation of interest
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Francesca Todd

Group Company Secretary 4 March 2020 Capita plc Registered in England and Wales No. 2081330

Corporate governance

Committees

Terms of reference

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Terms of reference	Brief description of responsibilities
	Nomination Committee • 5HYLHZVFRPSRVLWLRQRIWKH%RDUG • 5HFRPPHQGVDSSRLQWPHQWRIQHZGLUHFWRUV • &RQVLGHUVVXFFHVVLRQSODQVIRU%RDUG and senior management positions. • Oversees development of diverse pipeline for succession.
\$XGLWDQG5LVN Committee	• 5HYLHZVDFFRXQWLQJSROLFLHVDQG FRQWHQWVRIÀQDQFLDOUHSRUWV • Monitors internal control environment. • &RQVLGHUVDGHTXDF\HIIHFWLYHQHVV and scope of external and internal audit programme. • 2YHUVHHVUHODWLRQVKLSZLWKH[WHUQDODXGLWRU • 0RQLWRUVULVNSURÀOHDQGREWDLQVDVVXUDQFH WKDWSULQFLSDOULVNVKDYHEHHQSURSHUO\ LGHQWLÀHGDQGDSSURSULDWHO\PDQDJHG
Remuneration Committee	• 6HWVSROLF\IRU%RDUGDQGVHQLRU management remuneration. • \$SSURYHVLQGLYLGXDOUHPXQHUDWLRQDZDUGV • Agrees changes to senior executive incentive plans.
'LVFORVXUH&RPPLWWHH	• &RPSULVHVDQ\WZRRIWKH&KDLUPDQ 6HQLRU,QGHSHQGHQW'LUHFWRUDQGWKH executive directors. • Responsible for the appropriate LGHQWLÀFDWLRQDQGPDQDJHPHQWRILQVLGH LQIRUPDWLRQLQFOXGLQJDQ\GHFLVLRQ to delay public disclosure.

Membership

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							Baroness
							Lucy
	Sir Ian	Gillian	Matthew	Georgina	John	Andrew	Neville
	Powell	Sheldon	Lester	Harvey	Cresswell	Williams	Rolfe
Nomination	C	X	X	X	X	X	X
\$XGLWDQG5LVN		X	C	X	X	X	X
Remuneration		X	X	C	X	X	X

Frequency of meetings and attendance

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Providing opportunity for everybody

The committee met four times in 2019 and the members' attendance record is shown on page 56.

The Group Company Secretary acts as Secretary to the committee and is available to assist committee members as required, also ensuring the distribution of timely and accurate information.

The committee reports and makes recommendations to the Board in relation to its activities. It is authorised under its terms of reference to obtain the advice of independent search consultants. The committee's terms of reference were reviewed and updated during the year and can be found on Capita's website at www.capita.com/investors.

Diversity and inclusion

Capita's diversity and inclusion policy, which includes the Board, is based on a commitment to creating an environment where diversity is valued and respected, and where people can bring their different perspectives and whole selves to work. We believe that business success is a direct result of the experience and quality of its people. Inherent within this approach is an acceptance and embracing of diversity in all its forms and an endorsement that the entire workforce, including the Board, be representative of the community in which Capita operates. Key aims of the policy are to ensure equality, diversity and inclusion in the workplace and to promote a culture where everyone is treated with respect and dignity.

"Appointments are made on merit, taking account of the specific skills, experience, knowledge and independence needed to ensure a rounded Board."

Sir Ian Powell Chair Nomination Committee &DSLWDVHHVVLJQLÀFDQWEXVLQHVVEHQHÀWIURPWKHGLYHUVLW\RIWKRXJKW WKDWFRPHVIURPSHRSOHZLWKDZLGHUDQJHRIEDFNJURXQGVDWDOOOHYHOV in the Group. Only by encouraging this diversity and by fostering talent throughout the business can the Group expect to achieve IXUWKHUGLYHUVLW\LQVHQLRUPDQDJHPHQW&DSLWDKDVDQHWZRUNRI diversity champions across the Group and its training and mentoring initiatives actively support the fostering of talent at all levels in the EXVLQHVVDQGDFURVVWKH&RPSDQ\·VGLYHUVHZRUNIRUFH7KH%RDUG and senior management teams across Capita are committed to ZRUNLQJWRSURYLGHDQHQYLURQPHQWZKHUHHYHU\RQHKDVWKHRSSRUWXQLW\ WRIXOÀOWKHLUSRWHQWLDO7KH*URXSZLOOFRQWLQXHWRDSSRLQWDQGSURPRWH SHRSOHRQPHULWDQGLQOLQHZLWKWKHVNLOOVDQGDWWULEXWHVLGHQWLÀHGIRU HDFKSRVW)XUWKHULQIRUPDWLRQRQGLYHUVLW\LQFOXVLRQDQGZHOOEHLQJ LVRQSDJHV²RIWKHVWUDWHJLFUHSRUW7KHDSSRLQWPHQWSURFHVV IRUHPSOR\HHGLUHFWRUVLQFOXGHGDGHWDLOHGRQOLQHTXHVWLRQQDLUH LQGHSHQGHQWDVVHVVPHQWE\DWKLUGSDUW\DQGDVHULHVRILQWHUYLHZV ZLWKWKH*URXS&RPSDQ\6HFUHWDU\&KLHI*HQHUDO&RXQVHO &KLHI3HRSOH2IÀFHU&(26,'DQG&KDLUPDQ

Appointment process

%RDUGDSSRLQWPHQWVDUHPDGHRQPHULWWDNLQJDFFRXQWRIWKHVSHFLÀF VNLOOVH[SHULHQFHNQRZOHGJHDQGLQGHSHQGHQFHQHHGHGWRHQVXUH DURXQGHGERDUGDQGWKHJRYHUQPHQWEDFNHGUHFRPPHQGDWLRQIRU 33% female representation on boards by 2020. We ensure 40% female UHSUHVHQWDWLRQRQUHFUXLWPHQWVKRUWOLVWVDQGZKHUHDSSURSULDWH VHHNWRLQFOXGHFDQGLGDWHVZKRPD\QRWKDYHOLVWHGFRPSDQ\ H[SHULHQFHEXWZKRSRVVHVVVXLWDEOHVNLOOVDQGTXDOLWLHV:HRQO\ HQJDJHH[HFXWLYHVHDUFKÀUPVWKDWKDYHVLJQHGXSWRWKHYROXQWDU\ code of conduct on gender diversity and best practice.

Succession planning

\$IRUPDOVXFFHVVLRQIUDPHZRUNLVLQSODFHIRUWKH&(2&)2 ([HFXWLYH&RPPLWWHHDQGWKHWZRPDQDJHPHQWOD\HUVEHQHDWK 7KHSXUSRVHRIWKHIUDPHZRUNLVWRDSSO\DIDLUREMHFWLYHDQG consistent methodology to identify future potential career paths IRULQGLYLGXDOVZLWKLQWKH*URXS6WUXFWXUHGGHYHORSPHQWSODQV DUHLPSOHPHQWHGWRVXSSRUWLQGLYLGXDOVLPSURYHWKHLUVNLOOVDQG H[SHULHQFH7KHGHSWKRIWKHIUDPHZRUNPHDQVWDOHQWFDQEH LGHQWLÀHGDQGQXUWXUHGDWDQHDUO\VWDJHDQGFRPELQHGZLWKWKH DSSURDFKWR%RDUGDSSRLQWPHQWVPHDQVWKHSRRORISRVVLEOH IXWXUHFDQGLGDWHVIRU%RDUGUROHVLVVXIÀFLHQWO\ZLGHDQGGLYHUVH

Gender balance

\$W'HFHPEHUIHPDOHUHSUHVHQWDWLRQRQWKH%RDUG DQG([HFXWLYH&RPPLWWHHZDVDQGUHVSHFWLYHO\ \$W'HFHPEHUIHPDOHUHSUHVHQWDWLRQDPRQJVHQLRU management1 DQGWKHLUGLUHFWUHSRUWVZDV

Board evaluation

'HWDLOVRIWKHDQQXDOERDUGHYDOXDWLRQSURFHVVDUHSURYLGHG in my introduction to this corporate governance section of the \$QQXDO5HSRUWRQSDJH7KHUHZHUHQRVSHFLÀFLVVXHVDULVLQJ from the 2019 evaluation process relating to board composition or succession planning.

7KH&RGHGHÀQHVVHQLRUPDQDJHPHQWDVWKH([HFXWLYH&RPPLWWHHDQGWKH Group Company Secretary.

3 15% Performance, conflicts and diversity
4 5% Governance

Responsibilities and activities

Key responsibilities Activity in 2019

,GHQWLI\DQGQRPLQDWH appropriate candidates for DSSRLQWPHQWWRWKH%RDUG having due regard to the provisions of the 2018 Code DQGLQSDUWLFXODUWKHEDODQFH RIVNLOOVNQRZOHGJHDQG H[SHULHQFHRQWKH%RDUGDQG the diversity of its composition.
.HHSWKHVWUXFWXUHDQGVL]HRI WKH%RDUGDQGWKHOHDGHUVKLS needs of the organisation XQGHUUHYLHZDQGHQVXUHWKDW plans are in place for orderly succession and appointment WRWKH%RDUG
5HYLHZWKHWLPHFRPPLWPHQW required from non-executive GLUHFWRUVWKHSHUIRUPDQFH of directors and all declarations of interest PDGHE\%RDUGPHPEHUV
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Succession planning for WKH%RDUGJHQHUDOO\DQGIRU RWKHUVHQLRUSRVLWLRQVEHORZ %RDUGOHYHO
Recruitment and appointment of DQHZQRQH[HFXWLYHGLUHFWRUDQG 5HPXQHUDWLRQ&RPPLWWHH&KDLU WKHH[WHUQDOVHDUFKDJHQF\ 7KH,Q]LWR3DUWQHUVKLSZDVXVHG for this appointment and it has QRRWKHUFRQQHFWLRQZLWKWKH Group or individual directors.
&RQVLGHUDWLRQRIGLUHFWRUV· SHUIRUPDQFHOHQJWKRIVHUYLFH LQWHUHVWVDQGSRWHQWLDOFRQÁLFWV to ensure independence of 1('VDQGWKDWDOOGLUHFWRUV could stand for re-election or election at the AGM.
'LVFXVVHGDQGDSSURYHGWKH UHDSSRLQWPHQWRI6LU,DQ3RZHOO as Chair and the appointments RI/\QGVD\%URZQHDQG-RVHSK Murphy as employee directors.

Developing our risk and control framework

The committee continues to fulfil its role of supporting the Board in its review of the integrity of the Group's financial reporting, monitoring the effectiveness of the Group's systems of risk management and internal controls, and overseeing the activities of the Group's internal audit function and its external auditor.

Risk and control framework

A key area of focus during 2019 was the development of the Group's revised risk and control framework. The CFO assessed this framework in light of the new operating model and considered how best to develop the control environment. A revised framework, together with revised principal risks, has been articulated to the Committee and work is ongoing to implement the more detailed elements of it across the Group.

Finance transformation

The Group is undertaking a major transformation programme, and transforming the finance function is an important feature as this will significantly strengthen the control framework and provide a more robust structure to deliver the management information necessary to inform critical decisions on a timely basis. As part of the finance transformation, a new operating model was approved including investment in a new accounting system. Much progress has been made but it became apparent in 2019 that the resources and funding required to complete this programme exceeded those initially anticipated. The Board decided to pause the project while plans are re-evaluated to ensure they address the matters

"A key area of focus during 2019 was the development of the Group's risk and control framework."

Matthew Lester Chair Audit and Risk Committee

The Audit and Risk Committee's terms of reference set out in full the role, responsibilities and authority of the committee and can be found on the Company's website at www.capita.com/investors.

These were reviewed and updated during the year.

LGHQWLÀHGDQGDUHDSSURSULDWHO\IXQGHGDQGUHVRXUFHG7RDFFRPSDQ\ WKHQHZDFFRXQWLQJV\VWHPWKHÀQDQFHWUDQVIRUPDWLRQSURMHFWWHDP GHYHORSHGDQHZPDWUL[RIHQGWRHQGSURFHVVPDSSLQJZLWKFRQWUROV WRFRPSOHPHQWWKHFRQWUROIUDPHZRUN3HQGLQJWKHUHYLVHGSODQ WKHFRPPLWWHHKDVUHOLHGRQWKHSUHYLRXVIUDPHZRUNXQGHUZKLFK GLYLVLRQDOPDQDJHPHQWSURYLGHWKHQHFHVVDU\DVVXUDQFHVWRFRQÀUP that the standard of controls expected from a group such as Capita have been adhered to. This process has been supported by an H[WHUQDOUHYLHZFRQGXFWHGE\3Z&7KHFRPPLWWHHKDVUHYLHZHGWKH RXWSXWDQGHQJDJHGLQIXOOGLVFXVVLRQZLWKH[HFXWLYHPDQDJHPHQW LQWHUQDODQGH[WHUQDODXGLWULVNDQGFRPSOLDQFHIXQFWLRQVWRGLVFKDUJH WKHFRPPLWWHH·VGXWLHVLQUHODWLRQWRFRQVLGHULQJWKHHIIHFWLYHQHVV RIWKHULVNDQGFRQWUROIUDPHZRUN

Transformation journey

&DSLWDUHPDLQVRQDMRXUQH\RIWUDQVIRUPDWLRQDQGWKLVHQFRPSDVVHV WKH*URXS·VULVNDQGFRQWUROIUDPHZRUN0XFKKDVEHHQDFKLHYHG to date including the roll-out of the operating model and the HVWDEOLVKPHQWRIFRUHFHQWUDORYHUVLJKWIXQFWLRQV7KHFRPPLWWHH·V IRFXVIRUZLOOEHWKHDFWLRQVDJUHHGWRHPEHGWKHQHZÀQDQFH WDUJHWRSHUDWLQJPRGHO\$NH\HOHPHQWRIWKLVZLOOLQFOXGHPRQLWRULQJ WKHUHFRPPHQFHPHQWRIWKHSURMHFWWKURXJKWRJROLYHZLWKWKHQHZ accounting system and roll-out of enhanced control processes.

8QWLOWKLVWLPHWKHFRPPLWWHHZLOOFRQWLQXHWRDVVHVVWKHFXUUHQWULVN DQGFRQWUROIUDPHZRUNZLWKLQSXWVIURP*URXSIXQFWLRQVRQDUHJXODU EDVLVWRLQIRUPWKHFRPPLWWHHPHPEHUV)RUH[DPSOHFRPPLWWHH PHHWLQJVZLOOFRQWLQXHWRLQFOXGHIRFXVRQUHYLHZLQJULVNVDQGFRQWUROV ZLWKLQGLYLVLRQVIXQFWLRQVDQGSULQFLSDOULVNVDVZHOODVLQUHVSHFWRI

Audit and Risk Committee time allocation (%)

1 6% Governance
2 9% Division deep dive
3 10% Function deep dive
4 9% Cyber security/business resilience/data privacy
5 20% Risk management
6 11% Internal audit
7 28% Full and half-year results (incl. external audit) 8 7% Private meeting with auditors

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Committee membership and attendance

\$OOPHPEHUVRIWKHFRPPLWWHHDUHLQGHSHQGHQWDQG,DPFRQVLGHUHG WRKDYHUHFHQWDQGUHOHYDQWÀQDQFLDOH[SHULHQFHIRUWKHSXUSRVHV of the UK Corporate Governance Code 2018.

7RHQFRXUDJHHIIHFWLYHFRPPXQLFDWLRQLQDGGLWLRQWRWKHDERYH PHPEHUVWKH%RDUG&KDLUPDQ&(2&)2&KLHI*HQHUDO&RXQVHO DQG'LUHFWRURI*URXS)LQDQFHDUHLQYLWHGWRDWWHQGFRPPLWWHH PHHWLQJVDORQJZLWKFHUWDLQPHPEHUVRIWKHVHQLRUPDQDJHPHQW WHDPWKH*URXS5LVN ,QWHUQDO\$XGLW'LUHFWRUDQGUHSUHVHQWDWLYHV IURP.30*WKH*URXS·VH[WHUQDODXGLWRU2SSRUWXQLW\H[LVWVDWWKH end of each committee meeting for the representatives of the internal DQGH[WHUQDODXGLWWHDPVWRPHHWZLWKWKHFRPPLWWHHLQWKHDEVHQFH of management and both have access to the committee should they ZLVKWRYRLFHDQ\FRQFHUQVRXWVLGHIRUPDOPHHWLQJV

&RPPLWWHHSHUIRUPDQFHZDVDVVHVVHGDVSDUWRIWKHLQWHUQDOO\ IDFLOLWDWHG%RDUGHYDOXDWLRQVHHSDJHIRUPRUHLQIRUPDWLRQ 7KH%RDUGLVVDWLVÀHGWKDWWKHFRPELQHGNQRZOHGJHDQGH[SHULHQFH of its members is such that the committee discharges its responsibilities LQDQHIIHFWLYHLQIRUPHGDQGFKDOOHQJLQJPDQQHUDQGWKDWDVDZKROH WKHFRPPLWWHHKDVFRPSHWHQFHUHOHYDQWWRWKHVHFWRULQZKLFKWKH &RPSDQ\RSHUDWHV7KH*URXS&RPSDQ\6HFUHWDU\RUWKHLUQRPLQHH acts as Secretary to the Committee and is available to assist the PHPEHUVRIWKHFRPPLWWHHDVUHTXLUHGHQVXULQJWKDWWLPHO\DQG accurate information is distributed accordingly.

Role and responsibilities

The committee is responsible for carrying out the audit functions DVUHTXLUHGE\'755DQGDVVLVWVWKH%RDUGLQIXOÀOOLQJLWV oversight responsibilities in respect of the Company and the Group. 7KHFRPPLWWHH·VNH\UHVSRQVLELOLWLHVDUH

Financial reporting

7RUHYLHZWKHUHSRUWLQJRI ÀQDQFLDODQGRWKHULQIRUPDWLRQWR the shareholders of the Company and monitor the integrity of the ÀQDQFLDOVWDWHPHQWVLQFOXGLQJ WKHDSSOLFDWLRQRINH\MXGJHPHQWV in determining reported outcomes WRHQVXUHWKDWWKH\DUHIDLU balanced and understandable.

Risk management, internal

control and compliance 7RUHYLHZDQGDVVHVVWKH adequacy of the systems of LQWHUQDOFRQWURODQGULVN management and monitor the ULVNSURÀOHRIWKHEXVLQHVV

Internal audit

To approve the annual internal DXGLWSODQUHYLHZWKH effectiveness of the internal DXGLWIXQFWLRQDQGUHYLHZDOO VLJQLÀFDQWUHFRPPHQGDWLRQV and ensure they are addressed in a timely manner.

External audit

7RUHYLHZWKHHIIHFWLYHQHVV DQGREMHFWLYLW\RIWKHH[WHUQDO DXGLWSURFHVVDVVHVVWKH independence of the external auditor and ensure appropriate policies and procedures are in place to protect such independence.

Cyber security

7RUHYLHZDQGDVVHVVF\EHU VHFXULW\ULVNDQGJRYHUQDQFH LQFOXGLQJ,7VHFXULW\IRUWKH *URXSDQGPRQLWRUULVNV ZLWKLQWKLVDUHD

Effectiveness

7RUHSRUWWRWKH%RDUGRQKRZLW has discharged its responsibilities.

How the committee operates

7KHFRPPLWWHHKDVHVWDEOLVKHGDQDQQXDOIRUZDUGDJHQGDWRFRYHU WKHNH\HYHQWVLQWKHÀQDQFLDOUHSRUWLQJF\FOHVSHFLÀFULVNPDWWHUV LGHQWLÀHGE\WKHFRPPLWWHHDQGVWDQGLQJLWHPVWKDWWKHFRPPLWWHHLV UHTXLUHGWRFRQVLGHULQDFFRUGDQFHZLWKLWVWHUPVRIUHIHUHQFH7KH annual agenda is supported by agenda setting meetings held in DGYDQFHRIHDFKFRPPLWWHHPHHWLQJOHGE\PHDQGDWWHQGHGE\ VHQLRUPDQDJHPHQW7KHLUSXUSRVHLVWRLGHQWLI\NH\LVVXHVLPSDFWLQJ the business that may require consideration by the committee.

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How the committee discharged its roles and responsibilities in 2019

The committee met six times during the year and attendance at each PHHWLQJLVVKRZQRQSDJH0HHWLQJVDUHSODQQHGDURXQGWKH &RPSDQ\·VÀQDQFLDOFDOHQGDU

Financial reporting

\$FFRXQWLQJMXGJHPHQWVDQGVLJQLÀFDQWDFFRXQWLQJPDWWHUV \$VSDUWRIWKHSURFHVVRIPRQLWRULQJWKHLQWHJULW\RIWKHÀQDQFLDO information presented in the half-year results and the Annual Report DQG\$FFRXQWVWKHFRPPLWWHHUHYLHZHGWKHNH\DFFRXQWLQJSROLFLHV DQGMXGJHPHQWVDGRSWHGE\PDQDJHPHQWWRHQVXUHWKDWWKH\ZHUH DSSURSULDWH7KHVLJQLÀFDQWDUHDVRIMXGJHPHQWLGHQWLÀHGE\WKH FRPPLWWHHLQFRQMXQFWLRQZLWKPDQDJHPHQWDQGWKHH[WHUQDODXGLWRU WRJHWKHUZLWKDQXPEHURIDUHDVWKDWWKHFRPPLWWHHGHHPHG VLJQLÀFDQWLQWKHFRQWH[WRIWKHÀQDQFLDOVWDWHPHQWVDUHVHWRXW LQWKHWDEOHVRQSDJHV²

7KHFRPPLWWHHKDVDVVLVWHGWKH%RDUGLQUHYLHZLQJWKHNH\PHWULFV XVHGWRPHDVXUHWKHYDOXHFUHDWLRQIRU&DSLWD·VVKDUHKROGHUV UHFRJQLVLQJWKDWKLVWRULFDOPHDVXUHVVXFKDVSURÀWDELOLW\PD\QRW EHDVUHOHYDQWDVIUHHFDVKÁRZJLYHQWKHLPSDFWFHUWDLQSROLFLHV LQSDUWLFXODU,)56KDYHRQWKHWLPLQJRIUHFRJQLWLRQRISURÀWV DQGFDVKLQÁRZV

7KHFRPPLWWHHUHYLHZHGZLWKWKH%RDUGKRZIUHHFDVKÁRZFDQEH XVHGWRUHÁHFWWKHYDOXHFUHDWLRQIRUVKDUHKROGHUVUHFRJQLVLQJWKDW RXWVLGHWKHFRUHFRQWUDFWLQJDFWLYLWLHVWKHUHDUHRWKHUFRPPLWPHQWV DQGLQSDUWLFXODUWKHSHQVLRQGHÀFLWUHSD\PHQWSODQPHDQLQJ IUHHFDVKÁRZZLOOQRWDOZD\VEHUHÁHFWHGLQWKHUHSRUWHGSURÀWV (refer to note 2.10 WRWKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWV7KH%RDUG ZLOOFRQWLQXHWRUHYLHZKRZWKHGLIIHUHQWPHDVXUHVDUHSUHVHQWHG DQGWKHFRPPLWWHHKDVUHTXHVWHGWKDWPDQDJHPHQWNHHSXQGHU UHYLHZKRZIUHHFDVKÁRZLVGLVFORVHGVRWKHUHDGHUFDQREWDLQ DFOHDUXQGHUVWDQGLQJRIWKHNH\YDOXHGULYHUV

Fair, balanced and understandable

\$WWKH%RDUG·VUHTXHVWWKHFRPPLWWHHFRQVLGHUHGZKHWKHUWKH KDOI\HDUUHVXOWVDQGWKH\$QQXDO5HSRUWDQG\$FFRXQWVZHUHIDLU EDODQFHGDQGXQGHUVWDQGDEOHDQGZKHWKHUWKHLQIRUPDWLRQSURYLGHG ZDVVXIÀFLHQWIRUDUHDGHURIWKHVWDWHPHQWVWRXQGHUVWDQGWKH *URXS·VSRVLWLRQDQGSHUIRUPDQFHEXVLQHVVPRGHODQGVWUDWHJ\ 7KHFRPPLWWHHUHYLHZHGERWKWKHQDUUDWLYHDQGÀQDQFLDOVHFWLRQV RIWKHUHSRUWVWRHQVXUHWKH\ZHUHFRQVLVWHQWDQGJDYHDEDODQFHG YLHZRIWKHSHUIRUPDQFHRIWKHEXVLQHVVLQWKH\HDUDQGWKDWDSSURSULDWH ZHLJKWZDVJLYHQWRERWKSRVLWLYHDQGQHJDWLYHDVSHFWV7KH FRPPLWWHHDOVRFRQVLGHUHGZKHWKHUIXOO\HDUDQGKDOI\HDUUHVXOWV DQQRXQFHPHQWVZHUHSUHVHQWHGFOHDUO\

7KHFRPPLWWHHFRQVLGHUHGZKHWKHUWKH\$QQXDO5HSRUWDQG\$FFRXQWV HQDEOHUHDGHUVWRXQGHUVWDQGWKH&RPSDQ\·VÀQDQFLDOSRVLWLRQ DQGSURVSHFWVDVZHOODVDVVHVVLWVJRLQJFRQFHUQVWDWXVDQG longer-term viability.

Communications with the FRC

,Q'HFHPEHUWKH&RPSDQ\UHFHLYHGDOHWWHUIURPWKH)LQDQFLDO 5HSRUWLQJ&RXQFLO)5&IROORZLQJDUHYLHZRIWKH&DSLWDSOF Annual Report and Accounts. The letter included queries principally UHODWHGWRGLVFORVXUHVLQFOXGHGLQWKH\$QQXDO5HSRUWDQG\$FFRXQWV ZLWKQRLVVXHVUDLVHGLQWHUPVRIWKH*URXS·VNH\DFFRXQWLQJSROLFLHV DQGMXGJHPHQWV7KH)5&DOVRKLJKOLJKWHGIRUFRQVLGHUDWLRQRXU SUHVHQWDWLRQRIFHUWDLQLWHPVLQRXUFRQVROLGDWHGFDVKÁRZVWDWHPHQW )ROORZLQJDUHYLHZZHDJUHHGWRUHVWDWHWKHSUHVHQWDWLRQRIFHUWDLQ LWHPVZKLFKZHH[SODLQHGLQWKHQRWHVWRWKH\$QQXDO5HSRUW DQG\$FFRXQWV7KHUHZDVQRDGMXVWPHQWUHTXLUHGIRUWKHRYHUDOOQHW PRYHPHQWLQFDVKDQGFDVKHTXLYDOHQWVDVSUHYLRXVO\UHSRUWHGEXW ZLWKFKDQJHVUHTXLUHGWRWKHSUHVHQWDWLRQRIVXEWRWDOVZLWKLQWKHFDVK ÁRZVWDWHPHQW,QDGGLWLRQIRUFHUWDLQDUHDVZHDJUHHGWRHQKDQFH WKHFXUUHQWGLVFORVXUHVRUSURYLGHQHZYROXQWDU\GLVFORVXUHVWRSURYLGH greater clarity to aid the reader of the Annual Report and Accounts. The FRC has indicated its intention to close the enquiry.

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Matter considered

7KHUHLVVLJQLÀFDQWULVNRQORQJWHUPFRQWUDFWVUHODWHGWRUHYHQXH UHFRJQLVHGIURPYDULDWLRQVRUVFRSHFKDQJHVZKHUHVLJQLÀFDQW MXGJHPHQWLVUHTXLUHGWREHH[HUFLVHGE\PDQDJHPHQW7KHUHLVDULVN that revenue may be recognised even though it is not probable that FRQVLGHUDWLRQZLOOEHFROOHFWHGZKLFKFRXOGEHGXHWRXQFHUWDLQWLHV RYHUFRQWUDFWXDOWHUPVDQGRQJRLQJQHJRWLDWLRQVZLWKFOLHQWV

-XGJHPHQWLVDOVRUHTXLUHGZKHQFXVWRPHUVUHTXHVWVFRSHFKDQJHV WRGHWHUPLQHLIWKHUHLVDFRQWUDFWPRGLÀFDWLRQRUDFRQWUDFWWHUPLQDWLRQ IROORZHGE\DQHZFRQWUDFW&RQWUDFWWHUPLQDWLRQVFDQOHDGWRWKH immediate recognition of any deferred income being held for recognition in future periods

Action

7KHFRPPLWWHHUHFHLYHGUHJXODUXSGDWHVRQDOOPDMRUFRQWUDFWV GXULQJWKH\HDUDQGVSHFLÀFDOO\UHYLHZHGWKHPDWHULDOMXGJHPHQWV as part of the half-year and year-end close process. The committee KDVDOVRFRQVLGHUHGWKHUHFRJQLWLRQRIRQHURXVSURYLVLRQVZKHUH DSSURSULDWHDQGWKHOLIHWLPHSURÀWDELOLW\RIFRQWUDFWV

&RQWUDFWIXOÀOPHQWDVVHWV

Matter considered

7KHDGRSWLRQRI,)56KDVOHGWRWKHUHFRJQLWLRQRIFRQWUDFW IXOÀOPHQWDVVHWV&)\$V-XGJHPHQWVDUHLQYROYHGLQDVVHVVLQJ ZKHWKHUWKHFRVWVLQFXUUHGRQDFRQWUDFWRUDQDQWLFLSDWHGFRQWUDFW meet the capitalisation criteria as set out under the standard.

,QDGGLWLRQWKHDPRUWLVDWLRQRIWKHVHDVVHWVLQYROYHVHVWLPDWLRQ of the expected life of the contract.

Action

\$VSDUWRIWKHDGRSWLRQRI,)56WKHFRPPLWWHHKDVFRQVLGHUHG DQGFKDOOHQJHGWKHVLJQLÀFDQWMXGJHPHQWVDQGHVWLPDWHVLQYROYHG in determining the carrying value of CFAs.

\$VSDUWRIWKHUHYLHZRIDOOPDMRUFRQWUDFWVWKHFRPPLWWHHKDVDOVR FRQVLGHUHGWKHUHFRYHUDELOLW\RI&)\$V'XULQJWKH\HDUWKHFRPPLWWHH GLVFXVVHGFHUWDLQ&)\$VZKHUHWKHLUUHFRYHUDELOLW\ZDVLQGRXEW

7RDLGWKHUHDGHUDQGIROORZLQJGLVFXVVLRQVZLWKWKH)5& the company has included a more detailed explanation of the JURXS·VDFFRXQWLQJIRUORQJWHUPFRQWUDFWVVHHQRWHWR WKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWV

Outcome

The revenue recognition policy includes disclosure of the VLJQLÀFDQWMXGJHPHQWVDQGHVWLPDWHVLQUHODWLRQWRLWVDSSOLFDWLRQ DQGWKHFRPPLWWHHLVVDWLVÀHGWKDWWKHVHKDYHEHHQSURSHUO\ GLVFORVHG7KHFRPPLWWHHLVVDWLVÀHGWKDWWKHGLVFORVXUHVJLYHQ ZLWKLQWKHDFFRXQWVDUHVXIÀFLHQWWRJDLQDSURSHUXQGHUVWDQGLQJ RIWKHPHWKRGRORJ\RIDFFRXQWLQJIRUUHYHQXHDFURVVWKH*URXS including the recognition of deferred income at the balance sheet GDWH7KHFRPPLWWHHUHYLHZHGWKHQHZGLVFORVXUHDQGFRQFOXGHG WKDWWKHVHSURYLGHDGGLWLRQDOLQIRUPDWLRQWKDWLVKHOSIXOWRDOORZ DIXOOHUXQGHUVWDQGLQJRIWKHDSSOLFDWLRQRI,)56WRWKH *URXS·VFRQWUDFWV

7KHFRPSDQ\DJUHHGZLWKWKH)5&WRHQKDQFHWKHGLVFORVXUHV RINH\HVWLPDWHVDQGMXGJHPHQWVWRSURYLGHIXUWKHUFODULW\RIZKHQ &)\$VDUHDWKHLJKWHQHGULVNRILPSDLUPHQW7KLVLVW\SLFDOO\ZKHQ the contract is in the early years post inception and undergoing PDMRUWUDQVIRUPDWLRQDFWLYLWLHV

Outcome

7KHFRPPLWWHHLVVDWLVÀHGWKDWDSSURSULDWHMXGJHPHQWVDQGHVWLPDWHV have been made in determining the carrying value of CFAs and the extent of impairment of CFAs recognised in these statements is DSSURSULDWH7KHFRPPLWWHHLVVDWLVÀHGWKDWWKHDFFRXQWLQJSROLF\ QRWHSURYLGHVVXIÀFLHQWFODULW\DVWRWKHQHZSROLF\DGRSWHG

7KHFRPPLWWHHUHYLHZHGWKHQHZHQKDQFHGGLVFORVXUHVDQGDUH VDWLVÀHGWKDWWKHVHSURYLGHDGGLWLRQDOLQIRUPDWLRQWRDOORZDUHDGHU WRXQGHUVWDQGWKHULVNVDVVRFLDWHGZLWKGLIIHUHQWVWDJHVRIDW\SLFDO long-term Capita contract.

,PSDLUPHQWRILQWDQJLEOHDVVHWVJRRGZLOODQGSDUHQWFRPSDQ\·VLQYHVWPHQWLQVXEVLGLDULHV

Matter considered

7KH*URXSFDUULHVVLJQLÀFDQWDVVHWEDODQFHVLQUHVSHFWRIJRRGZLOODQG LQWDQJLEOHDVVHWVUHODWHGWRLWVDFTXLVLWLRQDFWLYLW\,QDGGLWLRQWKHSDUHQW company carries a material balance of investment in subsidiaries on LWVÀQDQFLDOVWDWHPHQWV7KHLPSDLUPHQWDVVHVVPHQWUHTXLUHVWKH DSSOLFDWLRQRIMXGJHPHQWFRQFHUQLQJIXWXUHSURVSHFWVDQGIRUHFDVWV

Action

7KHFRPPLWWHHKDVUHYLHZHGWKHUREXVWQHVVRIWKHLPSDLUPHQW model and challenged the appropriateness of assumptions used to calculate and determine the existence of impairment. The committee considered the events and circumstances that have led to the impairment charges since the publication of the interim results in August 2019.

7KHLPSDLUPHQWRIJRRGZLOODQGLQWDQJLEOHDVVHWVDW*URXSOHYHO indicates that there may also be impairment of investment in VXEVLGLDULHVRQWKHSDUHQWFRPSDQ\·VÀQDQFLDOVWDWHPHQWV \$FFRUGLQJO\WKHFRPPLWWHHKDVUHYLHZHGWKHDVVXPSWLRQV and calculation of impairment of these investments.

,QUHYLHZLQJWKHDSSURSULDWHQHVVRIWKHKLVWRULFDODOORFDWLRQDQG LPSDLUPHQWRIJRRGZLOOWKHFRPPLWWHHKDVFRQVLGHUHGZKHWKHU UHFHQWGLVSRVDOVUHVXOWHGLQDQLPSDLUPHQWRIJRRGZLOORURWKHU ORQJWHUPDVVHWV7KLVUHYLHZZDVLQUHVSHFWRIWKH\HDUV WRIRUGLVSRVDOVZLWKSURFHHGV!P

Outcome

7KHFRPPLWWHHLVVDWLVÀHGWKDWWKHLPSDLUPHQWRIJRRGZLOO DQGLQWDQJLEOHVUHFRJQLVHGLQWKHVHVWDWHPHQWVLVLQOLQHZLWK H[SHFWDWLRQVJLYHQWKHSHUIRUPDQFHRIFHUWDLQDUHDVRIWKH*URXS·V EXVLQHVVLQWKH\HDUDQGWKHXSGDWHRQWKHWUDGLQJRXWORRN

7KHFRPPLWWHHLVDOVRVDWLVÀHGWKDWWKHDVVXPSWLRQVPHWKRGRORJ\ DQGGLVFORVXUHLQQRWHVDQGWRWKHFRQVROLGDWHGÀQDQFLDO VWDWHPHQWVDUHVXIÀFLHQWWRJLYHWKHUHDGHUDQXQGHUVWDQGLQJRIWKH DFWLRQWDNHQDQGWKHVHQVLWLYLWLHVZLWKLQWKHJRRGZLOODQGLQWDQJLEOH DVVHWVEDODQFHWRDQ\IXUWKHULPSDLUPHQWULVN

2ISDUWLFXODULPSRUWDQFHWRWKHFRPPLWWHHZDVWKHLQFOXVLRQRI VXIÀFLHQWGLVFORVXUHVWRVHWRXWWKHHYHQWVDQGFLUFXPVWDQFHV that have led to the impairment charges recorded in the year.

The committee also considered the level of detail included in the VHQVLWLYLW\DQDO\VLVWRHQVXUHWKDWWKLVUHÁHFWHGWKHFXUUHQWVWDJH RIWKHWUDQVIRUPDWLRQDQGWKHDVVRFLDWHGH[HFXWLRQULVNV

The committee also considered that any impairment of investment LQVXEVLGLDULHVDWWKHSDUHQWFRPSDQ\OHYHOZHUHDSSURSULDWHDQG properly accounted for.

Matter considered

\$VVWDWHGLQLWVDFFRXQWLQJSROLFLHV&DSLWDVHSDUDWHVLWVUHVXOWV EHWZHHQDGMXVWHGDQGUHSRUWHGWRSURYLGHXVHIXOGLVFORVXUHWRDLG the understanding of the performance of the Group. The committee QHHGVWRHQVXUHDIDLUDQGEDODQFHGWUHDWPHQWRIZKDWLVDQGLVQRW LQFOXGHGDVDQDGMXVWLQJLWHP

Action

7KHFRPPLWWHHKDVUHYLHZHGWKHLQGLYLGXDOLWHPVH[FOXGHGIURPDGMXVWHG results. The committee has requested further information concerning WKHRULJLQDWLRQRIWKHLWHPVZKHUHWKH\IHOWLWZDVQHFHVVDU\WR HQDEOHDFRQFOXVLRQWREHGUDZQDVWRZKHWKHUWKHFKRVHQ presentation achieved the stated principal.

The committee has considered the accounting policy by reference to guidance issued by the FRC and the need to ensure any alternative SHUIRUPDQFHPHDVXUHVDUHSUHVHQWHGZLWKHTXDOSURPLQHQFHWR UHSRUWHGÀJXUHVDQGRQDFRQVLVWHQWEDVLV\HDURQ\HDU

The committee considered the appropriate presentation to apply IRUWKHFRVWVDVVRFLDWHGZLWKWKHWUDQVIRUPDWLRQSODQZKLFKDUH SUHVHQWHGDVDQ¶DGMXVWPHQW·WRWKHUHSRUWHGUHVXOWV7KHSODQLV H[WHQVLYHDQGFRYHUVDQXPEHURI&DSLWDZLGHLQLWLDWLYHVWRDGGUHVV the cost competitiveness of the businesses and to simplify and strengthen the Group.

&DWHJRULHVRIH[SHQGLWXUHLQFOXGHFRVWVW\SLFDOO\DVVRFLDWHGZLWK PDMRUUHVWUXFWXULQJVXFKDVVHYHUDQFHSD\PHQWVEXWDOVRLQFOXGH costs related to the offshoring of activities and the introduction of DXWRPDWLRQDQGGLJLWDOVROXWLRQVD*URXSZLGHSURSHUW\UDWLRQDOLVDWLRQ DQGIXQFWLRQDOWUDQVIRUPDWLRQSURMHFWV7RVXSSRUWWKHVHDFWLYLWLHV external professional fees are being incurred in addition to dedicated internal costs. Where such costs are incremental and directly related WRWKHWUDQVIRUPDWLRQSODQWKHFRPPLWWHHKDVFRQFOXGHGWKDWVXFK costs should be included in the overall transformation costs that are separately presented.

Capitalisation and recoverability of intangible assets

Matter considered

\$VSDUWRIWKHWUDQVIRUPDWLRQSODQWKH*URXSLVLQYHVWLQJLQQHZ V\VWHPVDQGSURFHVVHVLQFOXGLQJWKHÀQDQFHWUDQVIRUPDWLRQZLWK WKHLPSOHPHQWDWLRQRIQHZÀQDQFHV\VWHPV-XGJHPHQWLVDSSOLHG LQDVVHVVLQJZKHWKHUFRVWVLQFXUUHGERWKLQWHUQDODQGH[WHUQDO ZLOOJHQHUDWHIXWXUHHFRQRPLFEHQHÀWV

Action

7KHFRPPLWWHHKDVFRQVLGHUHGDQGFKDOOHQJHGWKHVLJQLÀFDQW MXGJHPHQWVDQGHVWLPDWHVLQYROYHGLQGHWHUPLQLQJWKHFDUU\LQJ YDOXHRIWKHDVVHWUHODWLQJWRWKHÀQDQFHWUDQVIRUPDWLRQLQFOXGLQJ assumptions made in respect of the status of the programme and potential future changes to the operating model of the Group.

7KHFRPPLWWHHUHYLHZHGWKHUREXVWQHVVRIWKHLPSDLUPHQWDQDO\VLV DFNQRZOHGJLQJWKDWWKHUHLVDUDQJHRISRVVLEOHRXWFRPHVZKHQ a decision has been made to reassess a programme of this complexity. The committee challenged the appropriateness of assumptions used to calculate and determine the existence of impairment.

7KHFRPPLWWHHDOVRUHYLHZHGWKHGLVFORVXUHVLQWKHÀQDQFLDO statements in respect of the programme.

,QDJUHHLQJWKLVSUHVHQWDWLRQWKHFRPPLWWHHZDVPLQGIXORIWKH guidance issued by the FRC in November 2017 in terms of multi-year PDMRU¶UHVWUXFWXULQJ·SURJUDPPHV7KLVGLUHFWVERDUGVWRGHÀQH WKHFRVWVWREHSUHVHQWHGVHSDUDWHO\VHWERUGHUVWRFDSWXUHRQO\ UHOHYDQWFRVWVDQGHPSKDVLVHVWKDWGLVFORVXUHVWRH[SODLQWKH costs must be transparent and of high quality.

The committee considers that this guidance has been applied and QRWHWRWKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWVSURYLGHVGHWDLOV RIWKHFRVWVLQFXUUHGLQ7KHFRPPLWWHHZLOOFRQWLQXHWR UHYLHZWKLVSROLF\LQDQGEH\RQGDVWKHWUDQVIRUPDWLRQ programme continues.

Outcome

7KHFRPPLWWHHFRQFXUVZLWKPDQDJHPHQW·VYLHZWKDWWKHSUHVHQWDWLRQ RILWHPVH[FOXGHGIURPDGMXVWHGUHVXOWVSURYLGHVXVHIXOGLVFORVXUH to aid the understanding of the performance of the Group and agree WKDWWKHLWHPVH[FOXGHGPHHWZLWKWKHVWDWHGSROLF\IRUUHFRJQLWLRQ

1RWHWRWKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWVVHWVRXWWKHLWHPV WKDWDUHVHSDUDWHO\SUHVHQWHGDQGWKHFRPPLWWHHLVVDWLVÀHGWKDW WKLVSURYLGHVVXIÀFLHQWLQIRUPDWLRQWRLQIRUPDUHDGHURQHDFK category presented. The committee also notes that the approach is FRQVLVWHQWZLWKWKDWXVHGIRUWKHULJKWVLVVXHLQ7KHFRPPLWWHH KDVDVNHGWKH&)2WRFRQWLQXHWRUHYLHZWKHDSSURDFKLQ

The committee continues to encourage management to provide WUDQVSDUHQF\RYHULWHPVWKHLPSDFWWKHUHVXOWVERWKUHSRUWHG DQGDGMXVWHG7KH&)2·VUHYLHZZLWKLQWKHVWUDWHJLFUHSRUW SURYLGHVGHWDLOVRIHDFKVLJQLÀFDQWLWHPDQGWKRVHWKDWDUH FRQVLGHUHGRQHRIILQQDWXUH7KHFRPPLWWHHLVVDWLVÀHGWKDW WKLVSURYLGHVXVHIXOLQIRUPDWLRQWRDOORZDUHDGHUWRDVVHVV the performance for the year.

Outcome

7KHFRPPLWWHHLVVDWLVÀHGWKDWWKHLPSDLUPHQWRIWKHDVVHW UHODWLQJWRWKHÀQDQFHWUDQVIRUPDWLRQUHFRJQLVHGLQWKHVHVWDWHPHQWV DSSURSULDWHO\UHÁHFWVWKHVWDWXVRIWKHSURJUDPPHDQGSRWHQWLDO future changes to the operating model of the Group.

,PSRUWDQWO\WKHFRPPLWWHHZHUHVDWLVÀHGWKDWWKHUHZDVVXIÀFLHQW VXSSRUWDQGHYLGHQFHWRFRQFOXGHWKDWWKHDVVHWFDUULHGIRUZDUG ZLOOGHOLYHUWKHH[SHFWHGIXWXUHYDOXHZKHQWKHSURJUDPPH UHFRPPHQFHV\$VSDUWRIWKLVDVVHVVPHQWWKH%RDUGFRQÀUPHG LWVLQWHQWLRQWRFRPSOHWHWKHÀQDQFHWUDQVIRUPDWLRQLQFOXGLQJWKLV QHZÀQDQFHV\VWHP

7KHFRPPLWWHHLVDOVRVDWLVÀHGWKDWWKHGLVFORVXUHLQQRWHWRWKH FRQVROLGDWHGÀQDQFLDOVWDWHPHQWVDUHVXIÀFLHQWWRJLYHWKHUHDGHU an understanding of the trigger for impairment in the year and the IXUWKHULPSDLUPHQWULVNRISRWHQWLDOFKDQJHVWRWKHRSHUDWLQJPRGHO of the Group.

2ISDUWLFXODULPSRUWDQFHWRWKHFRPPLWWHHZDVWKHLQFOXVLRQRI VXIÀFLHQWGLVFORVXUHVWRVHWRXWWKHHYHQWVDQGFLUFXPVWDQFHV that have led to the impairment charge recorded in the year.

Provisions and contingent liabilities

Matter considered

7KHUHLVMXGJHPHQWDSSOLHGLQWKHOHYHORISURYLVLRQLQJDFURVVWKH *URXS7KLVLQYROYHVPDNLQJDQDVVHVVPHQWRIWKHVL]HWLPLQJ DQGSUREDELOLW\RIHFRQRPLFRXWÁRZVGXHWRWKHRFFXUUHQFHRI DSDVWHYHQW,WLVWKHUHIRUHLPSRUWDQWWRXQGHUVWDQGWKHMXGJHPHQW EHLQJPDGHDVZHOODVWKHHVWLPDWHRIDQ\DFFRPSDQ\LQJRXWÁRZ of funds.

Action

7KHFRPPLWWHHKDVUHYLHZHGWKHGLVFORVXUHLQWKHÀQDQFLDO VWDWHPHQWVLQSDUWLFXODULWKDVFKDOOHQJHGPDQDJHPHQWWRMXVWLI\ SURYLVLRQLQJOHYHOVZKHUHDUDQJHRIRXWFRPHVKDVEHHQLGHQWLÀHG

\$VDQQRXQFHGDWWKHKDOI\HDUWKHFRPSDQ\KDVEHHQQRWLÀHG under a supplier contract of a potential liability in respect of past VHUYLFHVUHFHLYHG7KHFRPPLWWHHKDVFRQVLGHUHGZLWKPDQDJHPHQW WKHLQWHUQDOYLHZRYHUDQ\SRWHQWLDORXWFRPHZKLFKVXSSRUWVWKH disclosures presented.

Pensions

Matter considered

7KHPHDVXUHPHQWRIWKHGHÀQHGEHQHÀWOLDELOLW\LQUHVSHFWRIGHÀQHG EHQHÀWSHQVLRQVFKHPHVRSHUDWHGZLWKLQWKH*URXSLVDFRPSOH[ DUHDUHO\LQJRQDVVXPSWLRQVRQLQÁDWLRQPRUWDOLW\FRUSRUDWHERQG \LHOGVH[SHFWDWLRQVRIUHWXUQVRQDVVHWVDQGDQXPEHURIRWKHUNH\ LQSXWV7KHUHLVDULVNWKDWDQ\RQHRIWKHVHFRXOGOHDGWRPLVVWDWHPHQW RIWKH*URXS·VOLDELOLW\LQUHVSHFWRISHQVLRQREOLJDWLRQVDQGWKH pension charge or movement recognised in the income statement or statement of comprehensive income.

Going concern

Matter considered

Consideration of the going concern assumption is the responsibility RIWKH%RDUGDQGWKHFRPPLWWHHFRQGXFWHGDQDVVHVVPHQWDV SDUWRILWVVXSSRUWUROHJLYHQWKHLQKHUHQWMXGJHPHQWVUHTXLUHG WREHPDGHLQUHODWLRQWRWKHIRUHFDVWVDQGGHÀQLWLRQVZLWKLQWKH covenant calculations.

Action

7KHJRLQJFRQFHUQDVVHUWLRQKDVDVLJQLÀFDQWLPSDFWRQWKHEDVLV RISUHSDUDWLRQRIWKHÀQDQFLDOVWDWHPHQWV7KHFRPPLWWHHFRQVLGHUHG WKHEXVLQHVVSODQSURMHFWLRQVWKDWFRYHUWKHWKUHH\HDUVWR 'HFHPEHU

The committee considered the assumptions behind the plausible but VHYHUHGRZQVLGHVFHQDULRVXVHGIRUVWUHVVWHVWLQJWKH*URXS·VDELOLW\WR PHHWLWVREOLJDWLRQVDVWKH\IDOOGXH,WDOVRFRQVLGHUHGDQGFKDOOHQJHG the mitigating actions proposed by management. The committee has FKDOOHQJHGWKHNH\DVVXPSWLRQVDVVHWRXWLQVHFWLRQWRWKH FRQVROLGDWHGÀQDQFLDOVWDWHPHQWV

The committee considered the facilities that are available to the Company to support the going concern assessment. This includes the UHYROYLQJFUHGLWIDFLOLW\DQGWKHEDFNVWRSOLTXLGLW\IDFLOLW\WKDWZDVDJUHHG LQ)HEUXDU\%RWKIDFLOLWLHVH[SLUHRQ\$XJXVWZKLFKLV the period the committee has considered in assessing going concern.

7KHFRPPLWWHHFRQVLGHUHGFRPSOLDQFHZLWKWKHNH\FRYHQDQWVLQFOXGHG LQWKH*URXS·VFRPPLWWHGIDFLOLWLHVDQGSULYDWHSODFHPHQWQRWHV LQFOXGLQJPD[LPXPUDWLRVRIDGMXVWHGQHWGHEWWRDGMXVWHG(%,7'\$

7KHFRPPLWWHHFRQVLGHUHGWKHMXGJHPHQWVPDGHE\PDQDJHPHQW LQFDOFXODWLQJWKHDGMXVWHG(%,7'\$,QSDUWLFXODUFRQVLGHUDWLRQZDV JLYHQWRFRQVLVWHQF\RIWUHDWPHQWZLWKWKHSULRU\HDULQFOXGLQJWKH exclusion of restructuring.

The committee received regular updates from the Chief General &RXQVHORQRSHQFODLPVDQGRQJRLQJOLWLJDWLRQ7KLVZDVXVHG to inform the committee on any provisions required for possible IXWXUHRXWÁRZV

Outcome

7KHFRPPLWWHHLVVDWLVÀHGZLWKWKHIDFWSDWWHUQVXQGHUO\LQJWKH SURYLVLRQVZLWKERWKWKHWUHDWPHQWDQGOHYHOVRISURYLVLRQEHLQJ SURSHUO\MXVWLÀHG

7KHFRPPLWWHHUHYLHZHGWKHGLVFORVXUHVDVVRFLDWHGZLWK the provisions recorded and also the contingent liability note. ,WZDVVDWLVÀHGWKDWWKHGLVFORVXUHVSURYLGHGSURSRUWLRQDWH details to inform a reader.

,QSDUWLFXODULQUHODWLRQWRWKHFXUUHQWGLVFXVVLRQVZLWKDVXSSOLHU ZKLFKDUHOLNHO\WROHDGWRVHWWOHPHQWQHJRWLDWLRQVWKHFRPPLWWHH ZDVVDWLVÀHGWKDWQRÀQDQFLDOLQIRUPDWLRQZDVGLVFORVHGDVWKLV FRXOGSRWHQWLDOO\EHSUHMXGLFLDOWRDQ\DJUHHGRXWFRPH

Action

7KHFRPPLWWHHKDVUHYLHZHGWKHGLVFORVXUHDVSUHVHQWHGLQWKH DFFRXQWV7KHFRPPLWWHHDOVRFKDOOHQJHGWKHNH\DVVXPSWLRQVDQG UHYLHZHGWKHVHQVLWLYLW\WRFKDQJHVLQVRPHRIWKHNH\DVVXPSWLRQV ERWKRQDVWDQGDORQHEDVLVDVZHOODVLQWKHFRQWH[WRIGHÀQHGEHQHÀW VFKHPHVDFURVVRWKHUH[WHUQDOEHQFKPDUNV

Outcome

7KHFRPPLWWHHLVVDWLVÀHGWKDWWKHHVWLPDWLRQRIWKH*URXS·VSHQVLRQ liabilities and the narrative that accompanies them gives the required level of information for a reader of the accounts to determine the impact on the Group of its pension obligations.

\$SSO\LQJWKHGRZQVLGHVFHQDULRVWKHFRPPLWWHHFRQFOXGHGWKDW DVVXPLQJQRPLWLJDWLQJDFWLRQVDUHWDNHQWKHDYDLODEOHKHDGURRP LVVXIÀFLHQWWRRSHUDWHZLWKLQWKHWLPHVDGMXVWHGQHWGHEWWR DGMXVWHG(%,7'\$UDWLR

The committee considered the going concern assumption disclosures.

The committee considered the requirements of the Code as it DSSOLHVWRWKH*URXS·VYLDELOLW\VWDWHPHQWLQFOXGLQJWKHWKUHH\HDU SHULRGRIDVVHVVPHQWZKLFKDOLJQVZLWKWKH*URXS·VSODQQLQJ KRUL]RQDQGWKHSURFHVVHVVXSSRUWLQJWKHYLDELOLW\VWDWHPHQW \$IWHUVLJQLÀFDQWGLVFXVVLRQDQGKDYLQJFRQVLGHUHGWKHYDULRXV VWUHVVWHVWLQJVFHQDULRVWKDWZHUHSUHVHQWHGDVSDUWRIWKH viability assessment alongside the liquidity and debt positions RIWKHEXVLQHVVWKHFRPPLWWHHGHWHUPLQHGWKDWWKHWKUHH\HDU measurement period continued to be appropriate and that the viability statement (as set out on page 48) should be UHFRPPHQGHGWRWKH%RDUGIRUDSSURYDO

Outcome

7KHFRPPLWWHHLVVDWLVÀHGWKDWWKHPDQDJHPHQWDQDO\VLVSURYLGHV VXIÀFLHQWGHWDLODQGVXSSRUWWRDOORZDUREXVWDVVHVVPHQWRIUHOHYDQW ULVNVDQGPLWLJDWLRQV7KLVDOORZHGDIXOOGLVFXVVLRQRYHUWKHVHYHUH EXWSODXVLEOHGRZQVLGHVDQGDOORZHGWKHFRPPLWWHHWRUHFRPPHQG WRWKH%RDUGWKDWWKHJRLQJFRQFHUQDVVXPSWLRQEHDSSOLHG7KH committee concluded that the mitigations and facilities available SURYLGHVXIÀFLHQWKHDGURRPDJDLQVWWKHULVNVLGHQWLÀHGWRVXSSRUW the resilience of the parent company and group. The committee LVVDWLVÀHGWKDWVHFWLRQWRWKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWV includes detailed disclosures concerning the going concern DVVHUWLRQDQGNH\DVVXPSWLRQVDSSOLHGWRLQIRUPWKHXVHUV RIWKHDVVHVVPHQWXQGHUWDNHQE\WKH%RDUG

Other issues considered in relation to the ÀQDQFLDOVWDWHPHQWV

Materiality

0DWHULDOLW\LVLPSRUWDQWLQGHWHUPLQLQJWKHULVNDWWDFKHGWRDQ\ MXGJHPHQW7KHFRPPLWWHHFRQVLGHUVWKHDXGLWPDWHULDOLW\VHWE\WKH external auditor to ensure that the committee is informed of individual LWHPVDERYHDFHUWDLQWKUHVKROGWKDWDUHPRVWOLNHO\WRKDYHDQLPSDFW RQWKHÀQDQFLDOVWDWHPHQWV7KHFRPPLWWHHUHYLHZVWKHH[WHUQDO DXGLWRU·VUHSRUWDQGWKHLQGLYLGXDOLWHPVWKDWEUHDFKWKHPDWHULDOLW\ thresholds and assess their relative impact on the reported statements. 7KHVHDUHVWDWHPHQWRIFRPSUHKHQVLYHLQFRPHEDODQFHVKHHW VWDWHPHQWRIFKDQJHVLQHTXLW\DQGFDVKÁRZDVZHOODVWKHQRWHV to the accounts.

7KHFRPPLWWHHUHTXHVWVIXUWKHUFODULÀFDWLRQIURPERWKWKH H[WHUQDODXGLWRUWKH&)2DQG'LUHFWRURI*URXS)LQDQFHDVWR the nature of these items and also their relative importance in WKHÀQDQFLDOVWDWHPHQWV

\$IWHUKDYLQJPDGHVXFKHQTXLULHVWKHFRPPLWWHHLVVDWLVÀHGWKDW materiality has been applied correctly in the accounts and that PDWHULDOLWHPVEURXJKWWRLWVDWWHQWLRQUHPDLQXQDGMXVWHGZKHUH WKHLULQFOXVLRQZRXOGQRWFDXVHGHWULPHQWWRWKHRYHUDOOUHDGLQJRI WKHÀQDQFLDOVWDWHPHQWV

Disclosure of information to the auditor

7KHGLUHFWRUVZKRKHOGRIÀFHDWWKHGDWHRIWKHDSSURYDORIWKLV GLUHFWRUV·UHSRUWFRQÀUPWKDWVRIDUDVWKH\DUHHDFKDZDUHWKHUH LVQRUHOHYDQWDXGLWLQIRUPDWLRQRIZKLFKWKH&RPSDQ\·VDXGLWRULV XQDZDUHDQGHDFKGLUHFWRUKDVWDNHQDOOVWHSVWKDWWKH\RXJKWWRKDYH WDNHQDVDGLUHFWRUWRPDNHWKHPVHOYHVDZDUHRIDQ\UHOHYDQWDXGLW LQIRUPDWLRQUHTXLUHGIRUWKHDXGLWDQGWRHVWDEOLVKWKDWWKH&RPSDQ\·V DXGLWRULVDZDUHRIWKDWLQIRUPDWLRQ

Statutory auditor

7KHFRPPLWWHHSURYLGHVDIRUXPIRUUHSRUWLQJE\WKH*URXS·VDXGLWRU .30*DQGLWDGYLVHVWKH%RDUGRQWKHDSSRLQWPHQWLQGHSHQGHQFH DQGREMHFWLYLW\RIWKHDXGLWRUDQGRQIHHVHDUQHGIRUERWKVWDWXWRU\ DXGLWDQGDXGLWUHODWHGZRUN7KHFRPPLWWHHGLVFXVVHVWKHQDWXUH VFRSHDQGWLPLQJRIWKHVWDWXWRU\DXGLWZLWKWKHDXGLWRUDQGLQ PDNLQJDUHFRPPHQGDWLRQWRWKH%RDUGRQDXGLWRUUHDSSRLQWPHQW SHUIRUPVDQDQQXDOLQGHSHQGHQWDVVHVVPHQWRIWKHDXGLWRU·V suitability and performance.

The external auditor attends meetings of the committee and provides XSGDWHVRQVWDWXWRU\UHSRUWLQJDXGLWUHODWHGVHUYLFHVDQGIHHVDQG ongoing audit items.

The auditor has opportunity to raise concerns in private session ZLWKWKHFRPPLWWHHDQGVHSDUDWHO\ZLWKWKHFKDLU6SHFLÀFDOO\WKH FRPPLWWHHDVNVWKHDXGLWRULIGLVFXVVLRQRIEXVLQHVVSHUIRUPDQFH LQWKHVWUDWHJLFUHSRUWLVFRQVLVWHQWZLWKWKHDXGLWRU·VRYHUDOO impression of Capita. Any material discrepancies are discussed UHIHUWRWKHLQGHSHQGHQWDXGLWRU·VUHSRUW

Auditor independence

The committee has a responsibility to put in place safeguards to DXGLWRUREMHFWLYLW\DQGLQGHSHQGHQFHDQGWKHNH\PHDVXUHVDUH

The CFO monitors the independence of the auditor as part of the *URXS·VDVVHVVPHQWRIDXGLWRUHIIHFWLYHQHVVDQGUHSRUWVWRWKH committee accordingly.
7KH&)2PXVWDSSURYHDOODXGLWUHODWHGHQJDJHPHQWV²IXUWKHU GHWDLOVDUHVHWRXWLQWKHVHFWLRQEHORZRQDXGLWUHODWHGVHUYLFHV 7KHFRPPLWWHHUHYLHZVDXGLWUHODWHGIHHVWZLFHD\HDUDQGFRQVLGHUV WKHLPSOLFDWLRQVIRUDXGLWRUREMHFWLYLW\DQGLQGHSHQGHQFH
7KHDXGLWRUPXVWFRQÀUPLWVLQGHSHQGHQFHWRWKHFRPPLWWHH every six months

(QVXULQJFRQÁLFWVRILQWHUHVWDUHDYRLGHGLVDIXQGDPHQWDOFULWHULRQ LQWKHVHOHFWLRQRIDQ\WKLUGSDUW\DXGLWRU6XFKFRQÁLFWVPD\DULVH DFURVVSXEOLFDQGSULYDWHVHFWRUFOLHQWVDQGLQNH\VXSSOLHU UHODWLRQVKLSV7KH\DUHDNH\IDFWRULQWKHDZDUGSURFHVVIRU an external audit assignment.

Audit-related services and fees

'XULQJWKH\HDUWKHFRPPLWWHHDSSURYHGDUHYLVHGSROLF\RQDXGLWRU independence. The updated policy describes the services that may EHSURFXUHGIURPWKHDXGLWRUQDPHO\DXGLWDQGDXGLWUHODWHGVHUYLFHV RQO\7RDYRLGWKHSHUFHSWLRQRIDFRQÁLFWRILQWHUHVWWKHSURYLVLRQRI QRQDXGLWVHUYLFHVLVQRORQJHUSHUPLWWHGDQGIURP-DQXDU\ .30*DQGLWVPHPEHUÀUPVFHDVHGWRSURYLGH&DSLWDZLWKVXFK VHUYLFHV\$XGLWUHODWHGVHUYLFHVLQFOXGHWKRVHUHTXLUHGE\ODZVDQG UHJXODWLRQVRUZKHUHLWLVPRUHSUDFWLFDOIRUWKHH[WHUQDODXGLWRUWR perform the service (eg reporting accountant role related to certain SXEOLFFRPSDQ\WUDQVDFWLRQV.30*FRQWLQXHVWRSHUIRUPWKHUHYLHZ RILQWHULPUHVXOWVZKLFKDOWKRXJKWHFKQLFDOO\FODVVLÀHGDVDQRQDXGLW VHUYLFHUHODWHVFORVHO\WRWKHDXGLW

8QGHUWKHSROLF\ZKLFKLVUHYLHZHGDQQXDOO\H[HFXWLYHPDQDJHPHQW has discretion to engage the auditor for audit-related services but the nature of such assignments and associated fees must be reported regularly to the committee. All assignments require approval from the CFO. Where executive management has any concern that a proposed DVVLJQPHQWPLJKWWKUHDWHQWKHDXGLWRU·VLQGHSHQGHQFHWKLVLV GLVFXVVHGZLWKWKHFRPPLWWHHFKDLU

7RWDOQRQDXGLWIHHVGXULQJWKH\HDUZHUHPDQGUHODWHGWRWKH UHYLHZRILQWHULPUHVXOWV)XUWKHUGHWDLOVDUHSURYLGHGLQQRWHWR WKHFRQVROLGDWHGÀQDQFLDOVWDWHPHQWV

External auditor performance

7KHFRPPLWWHHGLVFXVVHGUHJXODUO\WKHSHUIRUPDQFHRI.30* GXULQJWKH\HDUDQGZDVVDWLVÀHGWKDWWKHOHYHORIFRPPXQLFDWLRQ DQGUHSRUWLQJZDVDSSURSULDWH7KHVHGLVFXVVLRQVLQFOXGHGDUHYLHZ RIWKHHIIHFWLYHQHVVDQGTXDOLW\RIWKHDXGLWSURFHVVDXGLWSODQQLQJ and a formal post-audit evaluation.

The formal evaluation comprises separate assessments by both PDQDJHPHQWDQGWKHFRPPLWWHHRIWKHDXGLWRU·VUROHDFWLYLW\DQG SHUIRUPDQFHLQFOXGLQJ

FDOLEUHDQGULVNSURÀOHRIWKHDXGLWÀUP
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audit scope and strategy
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Matthew Lester Chair \$XGLWDQG5LVN&RPPLWWHH 4 March 2020

Group executive risk committee

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		Number of meetings
Name of member	Title	attended
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Claire Chapman	Chief General Counsel	4(4)
Rob Tolfts1	*URXS&RPPHUFLDO'LUHFWRU	0(4)
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Rob Tolfts nominated a deputy to attend all meetings on his behalf.

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Name of member	Title	Number of meetings attended
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Claire Chapman	Chief General Counsel	2(3)

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Directors' remuneration report

The report is split into three sections:

The annual statement details how the committee discharged its roles and responsibilities including: the remuneration policy review; the committee's use of discretion on variable pay outcomes for 2019; and pay decisions for 2020.
The directors' remuneration policy presents the proposed directors' remuneration policy which will be subject to a binding shareholder vote at the 2020 AGM.
The annual report on remuneration sets out the remuneration arrangements and incentive outcomes for the year under review. The directors' remuneration report, excluding the policy, will be subject to an advisory shareholder vote at the 2020 AGM.

Annual statement

I am pleased to present the directors' remuneration report for the year ended 31 December 2019, my first as Chair of the committee. The committee welcomes the changes introduced by the 2018 UK Corporate Governance Code (the Code) and has focused on embedding these changes throughout the year. As Sir Ian Powell notes in his introduction, while progress has been made with the multi-year transformation it has proved more challenging than anticipated and remuneration decisions on implementation of policy for 2020 have been taken in this context.

"High levels of engagement from all stakeholders have helped further align incentive plans with our business transformation."

Georgina Harvey Chair Remuneration Committee .H\DFWLYLWLHVRIWKHFRPPLWWHHGXULQJWKH\HDULQFOXGHG

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How the committee operates

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Remuneration Committee time allocation

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Remuneration Committee membership and attendance

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Board changes in 2019

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Remuneration policy

The current remuneration policy was approved by shareholders at the \$*0DQGWKHUHIRUHDQHZSROLF\LVUHTXLUHGLQ7KHFXUUHQW SROLF\FDQEHIRXQGRQWKH&RPSDQ\·VZHEVLWHDWZZZFDSLWDFRP LQYHVWRUVLQWKH\$QQXDO5HSRUW7KHFRPPLWWHHFRQWLQXHVWR DOLJQLWVUHPXQHUDWLRQIUDPHZRUNZLWK&DSLWD·VVWUDWHJ\DQGFXOWXUH to ensure that it drives conduct that is appropriate and in the long-term LQWHUHVWVRIWKH&RPSDQ\DQGLWVVWDNHKROGHUV

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Committee discretion

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Remuneration for 2019

Annual bonus

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Vesting of 2017 LTIP award

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Total remuneration

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Pay decisions for 2020

Base salaries

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Annual bonus

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2019 bonus (%)

1 23% adjusted PBT 2 22% free cash flow 3 22% organic revenue growth

4 33% strategic/personal

2020 bonus (%)

3 2

25% adjusted PBT 25% free cash flow 25% organic revenue growth 25% strategic

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Performance measures for 2020 LTIP

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2019 LTIP (%)

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Target setting

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Shareholder views

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Employee engagement

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Concluding thoughts

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Georgina Harvey Chair Remuneration Committee 0DUFK

Remuneration policy

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Changes to the current policy

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Responsibilities and activities of the Remuneration Committee

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\$VSDUWRIWKHSROLF\UHYLHZSURFHVVWKHFRPPLWWHHVRXJKWWKHYLHZV RIWKHH[HFXWLYHGLUHFWRUVRQFKDQJHVWRWKHH[LVWLQJSROLF+RZHYHU they participated in an advisory role and were not involved in the GHFLVLRQPDNLQJSURFHVV

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7REDODQFHSHUIRUPDQFHUHODWHGSD\EHWZHHQWKHDFKLHYHPHQW RIÀQDQFLDOSHUIRUPDQFHREMHFWLYHVDQGGHOLYHULQJVXVWDLQDEOH SHUIRUPDQFHFUHDWLQJDFOHDUFRQQHFWLRQEHWZHHQSHUIRUPDQFH DQGUHZDUGDQGSURYLGLQJDIRFXVRQVXVWDLQHGLPSURYHPHQWV LQSURÀWDELOLW\DQGUHWXUQV
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Consideration of shareholder views

The Company is committed to maintaining good communications with VKDUHKROGHUV7KHFRPPLWWHHFRQVLGHUVWKH\$*0WREHDQRSSRUWXQLW\ WRPHHWDQGFRPPXQLFDWHZLWKLQYHVWRUVJLYLQJVKDUHKROGHUVWKH RSSRUWXQLW\WRUDLVHDQ\LVVXHVRUFRQFHUQVWKH\PD\KDYH,QDGGLWLRQ WKHFRPPLWWHHVHHNVWRHQJDJHGLUHFWO\ZLWKPDMRUVKDUHKROGHUVDQG the main representative bodies should any material changes be SURSRVHGWRWKHSROLF\

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Consideration of our people

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/7,3DZDUGVDUHJUDQWHGDFURVVWKHVHQLRUPDQDJHPHQWSRSXODWLRQ LQRUGHUWRHQFRXUDJHDKLJKOHYHORIHPSOR\HHVKDUHRZQHUVKLS :KLOHYHVWLQJRIUHJXODU/7,3DZDUGVPDGHWRH[HFXWLYHGLUHFWRUV LVDOZD\VVXEMHFWWRSHUIRUPDQFHFRQGLWLRQVDZDUGVWRRWKHUVHQLRU PDQDJHPHQWPD\ZKHUHDSSURSULDWHVXFKDVWRDVVLVWLQUHWHQWLRQ RINH\WDOHQWEHVXEMHFWRQO\WRFRQWLQXHGHPSOR\PHQW\$QRWKHUNH\ GLIIHUHQFHLQWKHSROLF\IRUH[HFXWLYHGLUHFWRUVLVWKDWUHPXQHUDWLRQ is more heavily weighted towards long-term variable pay than other HPSOR\HHV7KLVHQVXUHVWKDWWKHUHLVDFOHDUOLQNEHWZHHQWKH YDOXHFUHDWHGIRUVKDUHKROGHUVDQGWKHUHPXQHUDWLRQUHFHLYHG E\WKHH[HFXWLYHGLUHFWRUV\$QHPSOR\HHGLUHFWRUZLOODWWHQGWKH FRPPLWWHHPHHWLQJVDVDPHPEHULQZLWKWKHLQWHQWLRQWR HQVXUHDZRUNIRUFHSHUVSHFWLYHLVKHDUGDWWKHYHU\WRSRIWKH RUJDQLVDWLRQZLWKUHVSHFWWRUHPXQHUDWLRQ

Summary remuneration policy table

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Base salary

Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
To attract and retain talent by ensuring base salaries DUHVXIÀFLHQWO\FRPSHWLWLYH	1RUPDOO\UHYLHZHGDQQXDOO\LQ 'HFHPEHUZLWKDQ\FKDQJHV XVXDOO\HIIHFWLYHLQ-DQXDU\ The committee may award salary increases at other times RIWKH\HDULILWFRQVLGHUVLWWR EHDSSURSULDWH 7KHUHYLHZWDNHVLQWRDFFRXQW	7KHUHLVQRSUHVFULEHGPD[LPXP monetary annual increase to EDVHVDODULHV\$Q\DQQXDO increase in salaries is at the GLVFUHWLRQRIWKHFRPPLWWHH WDNLQJLQWRDFFRXQWWKHIDFWRUV stated in this table and the IROORZLQJSULQFLSOHV	Individual and business SHUIRUPDQFHDUHFRQVLGHUDWLRQV LQVHWWLQJEDVHVDODULHV
	• 6DODULHVLQVLPLODUFRPSDQLHV DQGFRPSDUDEO\VL]HG companies • Economic climate • 0DUNHWFRQGLWLRQV • *URXSSHUIRUPDQFH • The role and responsibility RIWKHLQGLYLGXDOGLUHFWRU • Employee remuneration across WKHEURDGHUZRUNIRUFH	• 6DODULHVZRXOGW\SLFDOO\EH increased at a rate consistent with the average salary LQFUHDVHLQSHUFHQWDJH RIVDODU\WHUPVIRUWKH EURDGHUZRUNIRUFH • /DUJHULQFUHDVHVPD\EH considered appropriate in certain circumstances LQFOXGLQJEXWQRWOLPLWHGWR DFKDQJHLQDQLQGLYLGXDO·V responsibilities or in the scale RIWKHLUUROHRULQWKHVL]HDQG FRPSOH[LW\RIWKH*URXS • /DUJHULQFUHDVHVPD\DOVR be considered appropriate LID'LUHFWRUKDVEHHQLQLWLDOO\ DSSRLQWHGWRWKH%RDUGDWD ORZHUWKDQW\SLFDOVDODU\

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Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
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		3DUWLFLSDWLRQLQWKH&RPSDQ\·V +05&DSSURYHGDOOHPSOR\HH share plan will be limited by the PD[LPXPOHYHOSUHVFULEHG E+05&
Pension
Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
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Annual bonus and deferred annual bonus (DAB) plan

Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
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			7KHPDMRULW\RIWKHERQXVZLOOEHGHWHUPLQHG E\PHDVXUHVRI*URXSÀQDQFLDOSHUIRUPDQFH
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			The committee has discretion to override IRUPXODLFRXWFRPHVZKHQGHWHUPLQLQJWKH OHYHORIERQXVSD\RXW
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	0DOXVDQGFODZEDFNSURYLVLRQV apply to all annual bonus and GHIHUUHGERQXVVKDUHDZDUGV IRUDSHULRGRIXSWRWKUHH\HDUV DIWHUWKHGHWHUPLQDWLRQRIWKH DQQXDOERQXV

Long-term incentive plan (LTIP)

Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
'HVLJQHGWRUHZDUGDQGUHWDLQ H[HFXWLYHVRYHUWKHORQJHUWHUP while aligning their interests with WKRVHRIVKDUHKROGHUV	/7,3DZDUGVDUHXVXDOO\JUDQWHG LQWKHIRUPRIQLOFRVWRSWLRQV	6KDUHVXQGHUDZDUG ZLWKDPDUNHWYDOXH DVGHWHUPLQHGE\ WKHFRPPLWWHH RIVDODU\ &(2DQG RIVDODU\&)2	3HUIRUPDQFHLVPHDVXUHGUHODWLYHWRVHOHFWHG PHDVXUHVRI*URXSÀQDQFLDORUVKDUHSULFH SHUIRUPDQFHZLWKWKHSUHFLVHPHDVXUHVDQG ZHLJKWLQJRIWKHPHDVXUHVGHWHUPLQHGE\
	\$ZDUGOHYHOVIRUHDFKDZDUGDUH set by the committee at a level
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7RHQFRXUDJHVKDUHRZQHUVKLS	SHUIRUPDQFHDQGH[SHULHQFH		the committee deems appropriate at the time RIWKHDZDUG6WUDWHJLFPHDVXUHVZLOOEHVHW and assessed through responsible business VFRUHFDUGVPHWULFVZKLFKPD\LQFOXGHFOLHQW HPSOR\HHVXSSOLHURUDQ\RWKHUVWUDWHJLF
	Vesting is dependent on the DFKLHYHPHQWRISHUIRUPDQFH conditions usually measured RYHUDWKUHH\HDUSHULRG
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			3HUIRUPDQFHWDUJHWVDUHUHYLHZHGDQQXDOO\ by the committee and are set appropriate to WKHHFRQRPLFDQGSROLWLFDORXWORRNDQGULVN
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Shareholding guidelines

Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
7RDOLJQLQWHUHVWVRI management and shareholders and promote a long-term DSSURDFKWRSHUIRUPDQFH DQGULVNPDQDJHPHQW	6KDUHKROGLQJJXLGHOLQHVUHTXLUH H[HFXWLYHGLUHFWRUVWRUHDFK DVSHFLÀHGVKDUHKROGLQJ	In employment:	1RWSHUIRUPDQFHUHODWHG
		RIVDODU\&(2 DQGRIVDODU\ &)2
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		Post cessation:
	RQYHVWLQJQHWRIWD[XQWLOWKH JXLGHOLQHOHYHOLVDFKLHYHG7KH guidelines include shares held EHQHÀFLDOO\DQGDOVRVKDUHV ZLWKLQWKH'\$%WKDWKDYHEHHQ GHIHUUHGRYHUWKHWKUHH\HDU SHULRG\$Q\VKDUHVLQWKH'\$% XVHGIRUWKLVDUHFDOFXODWHG QHWRIWD[6KDUHDZDUGVWKDW DUHVWLOOVXEMHFWWRSHUIRUPDQFH FRQGLWLRQVDUHQRWLQFOXGHG 3RVWFHVVDWLRQJXLGHOLQHVZLOO DSSO\IROORZLQJWKH\$0 In determining the relevant QXPEHURIVKDUHVWREHUHWDLQHG SRVWFHVVDWLRQVKDUHVDFTXLUHG IURPRZQSXUFKDVHVDQ\EX\RXW DZDUGVDQGGHIHUUHGDQQXDO ERQXV/7,3DZDUGVJUDQWHG SULRUWRWKH\$0ZLOO QRWEHFRXQWHG	RIWKHUHOHYDQW guideline between cessation and the ÀUVWDQQLYHUVDU\RI FHVVDWLRQRI the relevant guideline EHWZHHQWKHÀUVWDQG second anniversary RIFHVVDWLRQRU UHVSHFWLYHO\RIWKH actual shareholding LIWKHJXLGHOLQHKDV not been met at FHVVDWLRQ

Non-executive director (NED) fees

Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
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Non-executive employee director remuneration

Purpose and link to strategy	Operation	Maximum opportunity	Performance framework
0DUNHWFRPSHWLWLYHIHHV are set to recognise the time FRPPLWPHQWDXWKRULW\LQ VWUDWHJLFGHFLVLRQPDNLQJDQG GXWLHVZKLFKDUHHTXLYDOHQW WRWKH&RPSDQ\·V1('V Their remuneration in respect RIWKHLUHPSOR\PHQWZLWKWKH *URXSVKRXOGQRWEHLPSDFWHG E\WKHLUGLUHFWRUVKLSRI WKH&RPSDQ\	\$EDVLFIHHDQGDGGLWLRQDO IHHVIRUDQ\IXUWKHU%RDUG UHVSRQVLELOLWLHVHTXLYDOHQWWR WKDWSDLGWRWKH1('V:KHUH WUDYHOIRUEXVLQHVVSXUSRVHV LVUHFRJQLVHGDVDWD[DEOH EHQHÀWWKHJURVVHGXSFRVW RIVXFKWUDYHODVDEHQHÀW )RUWKHDYRLGDQFHRIGRXEW each employee director may additionally receive any and all remuneration payable to them in connection with their ordinary HPSOR\PHQWZLWKWKH*URXS	\$Q\SD\PHQWWRDQ\HPSOR\HH GLUHFWRULQUHVSHFWRIWKHLU directorship with the Company DQGIRUWKHDYRLGDQFHRIGRXEW H[FOXGLQJDQ\UHPXQHUDWLRQ payable to them in connection with their ordinary employment ZLWKWKHJURXSZLOOFRXQWWRZDUGV WKH&RPSDQ\·VRYHUDOOFDSRQ GLUHFWRUVSD\XQGHULWVDUWLFOHVRI DVVRFLDWLRQFXUUHQWO\… SHUDQQXP	1RWSHUIRUPDQFHUHODWHG

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who participates
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	Votes FDVW¶IRU·	Votes cast ¶DJDLQVW·	\$EVWHQWLRQV
Remuneration report: for the year ended 31 December 2018	P	P	P
			–
Remuneration policy: voted on in June 2017	P	P	P
			–

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Statement of implementation of the remuneration policy for 2020

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Component	-RQ/HZLV	3DWULFN%XWFKHU	3HUIRUPDQFHWDUJHWV
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Annual bonus for 2020

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	Weighting
	Jon Lewis	Patrick Butcher
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Group strategic KPIs

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Long-term incentive to be granted in 2020

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	Performance
Performance underpin	measure	Weighting Threshold	Target	Stretch
		(25% vests)	(50% vests)	(100% vests)
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	6XSSOLHUV adherence to prompt
	payment code		maintain current	H[FHHGFXUUHQW

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Fees for the Chairman, non-executive directors and employee directors

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	Annual fee from
	1 January 2020
Sir Ian Powell, Chairman1
Gillian Sheldon, Senior Independent Director
Matthew Lester, Audit and Risk Committee Chair
Georgina Harvey, Remuneration Committee Chair
John Cresswell
Andrew Williams
Baroness Lucy Neville-Rolfe
Lyndsay Browne
Joseph Murphy

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			Pension			LTIP
	Base salary and fees	%HQHÀWV	or pension allowance	Annual bonus3	LTIP	(buy-out award)	Total remuneration
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Annual bonus for 2019 (audited)

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Financial targets (67% of the bonus)

	Threshold target performance (25%)	On-target performance (50%)	Maximum performance (100%)	Actual performance	Achievement DJDLQVWÀQDQFLDO performance weighting
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Personal/strategic targets (33% of the bonus)

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Jon Lewis
Objectives	Assessment
• 'HOLYHULQJWKHFRUHWUDQVIRUPDWLRQ ZRUNVWUHDPVWRSODQUHVXOWLQJLQLPSURYHG cost competitiveness to deliver improved ÀQDQFLDOSHUIRUPDQFHDQGHQKDQFHGDELOLW\ WRZLQQHZEXVLQHVV	• 'HOLYHUHGVLJQLÀFDQWFKDQJHDVSDUWRIWUDQVIRUPDWLRQZLWKFRVWVDYLQJVRI…P \HDUWR\HDU • %XLOWRQHRIWKH8.·VODUJHVWFHQWUHVRIDXWRPDWLRQH[FHOOHQFH • 5ROOHGRXWDQHZRSHUDWLQJPRGHO
• 'HPRQVWUDWLQJKRZRXUEXVLQHVVFUHDWHV EHWWHURXWFRPHVIRURXUHQYLURQPHQWRXU FRPPXQLWLHVRXUSHRSOHRXUVXSSOLHUV DQGRXUFOLHQWV	• \$UHGXFWLRQLQFDUERQIRRWSULQWIURP • \RXQJSHRSOHVXSSRUWHGZLWKHPSOR\DELOLW\VNLOOVDQG…PRI FRPPXQLW\LQYHVWPHQW • &RPPLWPHQWWRSD\DOOGLUHFWO\HPSOR\HGVWDIIWKHUHDOOLYLQJZDJHE\$SULO • RI&DSLWD·VUHSRUWHGVXSSOLHUSD\PHQWVZHUHPDGHZLWKLQGD\VLQ)<LQ OLQHZLWKWKHSURPSWSD\PHQWFRGH
• 'HOLYHUJURZWK	• ,QYHVWPHQWKDVEHHQPDGHLQIRXQGDWLRQVWKDWZLOOGULYHORQJWHUPJURZWKLQFOXGLQJ LQYHVWLQJLQFOLHQWPDQDJHPHQWVDOHVSURFHVVDQGWKHFRQVXOWLQJRUJDQLVDWLRQWRFUHDWH ORQJWHUPJURZWKRSSRUWXQLWLHV • +RZHYHUQHZFRQWUDFWZLQVDQGNH\UHQHZDOVKDYHEHHQRIIVHWE\GHFOLQHLQYROXPHV DQGVORZHUWKDQDQWLFLSDWHGSURJUHVVLQRYHUDOOUHWXUQWRJURZWK
Patrick Butcher
Objectives	Assessment
• 6WUHQJWKHQWKHEDODQFHVKHHWDQGFODULI\ FDSLWDODOORFDWLRQSROLF\	• 7KHUHYROYLQJFUHGLWIDFLOLW\ZDVVXFFHVVIXOO\UHQHZHGDQGH[WHQGHGLQ'HFHPEHU ZKLFKWRJHWKHUZLWK…PRIDGGLWLRQDOERUURZLQJIDFLOLWLHVSURYLGHVWKHQHFHVVDU\ OLTXLGLW\IRUWKH*URXS • 3ODQVWRUHÀQDQFHPDWXULQJGHEWLQDUHZHOODGYDQFHG
• 'ULYHDQLPSURYHPHQWLQWKHHQWHUSULVH ZLGHULVNPDQDJHPHQWV\VWHPVDQGFXOWXUH DFURVV&DSLWD	• RRGSURJUHVVPDGHLQGHYHORSLQJWKHULVNPDQDJHPHQWIUDPHZRUN • 5HYLHZHGWKHSULQFLSDOULVNVWRDOLJQWKHPPRUHFORVHO\ZLWKWKHURXSVWUDWHJ\
• 'ULYHFXOWXUDOSURFHVVDQGV\VWHPVFKDQJH • 7KHSODQQHGJROLYHRIDQXSJUDGHWRRXUÀQDQFLDOV\VWHPVZDVGHIHUUHGWRHQDEOHXV DFURVVWKHÀQDQFHIXQFWLRQWKURXJKWKH WRDVVHVVWKHLPSDFWRISRWHQWLDOIXWXUHFKDQJHVLQWKHEXVLQHVVRSHUDWLQJPRGHO • &RQWLQXHGLQYHVWPHQWLQVKDUHGVHUYLFHFHQWUHVDQGRIIVKRULQJDQGLQPDNLQJ 6PDUWHU)DVWHU)LQDQFHSURJUDPPH LPSURYHPHQWVWRWKH*URXS·VH[LVWLQJUHSRUWLQJV\VWHPVSURFHVVHVDQGFRQWUROV
• 'HOLYHUJURZWK	• ,QYHVWPHQWKDVEHHQPDGHLQIRXQGDWLRQVWKDWZLOOGULYHORQJWHUPJURZWKLQFOXGLQJ LQYHVWLQJLQFOLHQWPDQDJHPHQWVDOHVSURFHVVDQGWKHFRQVXOWLQJRUJDQLVDWLRQWRFUHDWH ORQJWHUPJURZWKRSSRUWXQLWLHV • +RZHYHUQHZFRQWUDFWZLQVDQGNH\UHQHZDOVKDYHEHHQRIIVHWE\GHFOLQHLQYROXPHV DQGVORZHUWKDQDQWLFLSDWHGSURJUHVVLQRYHUDOOUHWXUQWRJURZWK

Summary of total 2019 bonus awards

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Committee discretion

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Long-term incentive awards in 2019 (audited)

Name of director	Number of shares awarded	(£) Face value of LTIP award1	Percentage of salary2
Jon Lewis
Patrick Butcher

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							Interests in	Interests in
							share option	share option
			Interests	Interests	Interests	Interests	schemes	schemes
			in share	in share	in share	in share	where	where
			incentive	incentive	incentive	incentive	performance/	performance/	Percentage
			schemes,	schemes,	schemes,	schemes,	vesting	vesting	of
			awarded	awarded	awarded	awarded	conditions	conditions	shareholding
	%HQHÀFLDOO\ held	%HQHÀFLDOO\ held	without performance	without performance	subject to	subject to	have been	have been	target
	interests at	interests at	conditions at	conditions at	performance conditions at	performance conditions at	met but not exercised at	met but not exercised at	requirement at
	31 December	31 December	31 December	31 December	31 December	31 December	31 December	31 December	31 December
Director	20191	2018	2019	2018	2019	2018	2019	2018	2019
Sir Ian Powell			–	–	–	–	–	–	–
Jonathan Lewis				–			–	–
Patrick Butcher		–				–		–
Gillian Sheldon			–	–	–	–	–	–	–
Matthew Lester			–	–	–	–	–	–	–
Georgina Harvey	–	–	–	–	–	–	–	–	–
John Cresswell			–	–	–	–	–	–	–
Andrew Williams			–	–	–	–	–	–	–
Baroness Lucy Neville
Rolfe			–	–	–	–	–	–	–
Lyndsay Browne		–	–	–	–	–	–	–	–
Joseph Murphy		–	–	–	–	–	–	–	–

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Share plans (audited)

Deferred annual bonus (DAB) plan

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Unvested DAB deferred/restricted awards at 31 December 2019

	Number of shares
Name of director	2019 award1	Total
-RQ/HZLV
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Long-term incentive plan (2017 LTIP)

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Unvested LTIP awards at 31 December 2019

		Number of shares
Name of director	2018 award1	2019 award	Total
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Unvested LTIP (buyout) remuneration awards at 31 December 2019

	Number of shares
Name of Director	2018 award
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Performance criteria

2017 Performance underpin	Performance measure	Performance condition
\$VVHVVPHQWRIWKH	(36²RIWKHDZDUGLVPHDVXUHGRQ(36JURZWK	(36JURZWK²SHUDQQXP
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and operational		6WUDLJKWOLQHYHVWLQJRFFXUVEHWZHHQWKHVHSRLQWV
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2018

Performance underpin	Performance measure	Threshold (25% vests)	Target (50% vests)	Stretch (100% vests)
\$VVHVVPHQWRIWKH XQGHUO\LQJÀQDQFLDO and operational SHUIRUPDQFHRI Capita over the SHUIRUPDQFHSHULRG	\$QQXDOLVHGFRVW savings	P	P	P
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2019
Performance underpin	Performance measure	Weighting	Threshold (25% vests)	Target (50% vests)	Stretch (100% vests)
\$VVHVVPHQWRIWKH XQGHUO\LQJÀQDQFLDO and operational SHUIRUPDQFHRI Capita over the SHUIRUPDQFHSHULRG	)UHHFDVKÁRZ		P	P	P
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	2UJDQLFUHYHQXH growth		P	P	P
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	Employee engagement		SRLQWSRVLWLYH VZLQJLQ136	SRLQWSRVLWLYH VZLQJLQ136	SRLQWSRVLWLYH VZLQJLQ136

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Satisfaction of options

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Dilution

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Executive Directors	Date of joining the Company	Notice period
Jon Lewis	'HFHPEHU	PRQWKV
Patrick Butcher	'HFHPEHU	PRQWKV

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Non-executive directors	Date of joining the Board	Expiry date of current appointment
Sir Ian Powell	6HSWHPEHU	'HFHPEHU
Gillian Sheldon	6HSWHPEHU	\$XJXVW
Matthew Lester	0DUFK	)HEUXDU\
Georgina Harvey	2FWREHU	6HSWHPEHU
John Cresswell	1RYHPEHU	1RYHPEHU
Andrew Williams	-DQXDU\	'HFHPEHU
Baroness Lucy Neville-Rolfe	'HFHPEHU	'HFHPEHU

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Employee non-executive directors	Date of joining the Board	Expiry date of current appointment1
Lyndsay Browne	-XO\	-XQH
Joseph Murphy	-XO\	-XQH

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Payments to former directors (audited)

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Percentage change in remuneration levels

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At 31 December 2019 £	% change 2019 v 2018
		% change 2019 v 2018
	–

–

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CEO pay ratio

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Year	Method	25th percentile pay ratio	Median pay ratio	75th percentile pay ratio
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	25th percentile (p25)	Median (p50)	75th percentile (p75)
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Gender pay gap reporting

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Relative importance of the spend on pay

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Dividends	²	–	–
Employee costs	1,919.9
	2019 £m	2018 £m	% change

Performance graph and CEO pay

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2019 ² 2018 2017 ² 2016 ² 2015 2014 2013 2012 2011 ² 2010	Year	&(2²VLQJOH ÀJXUHRIWRWDO remuneration	Annual bonus payout against maximum opportunity	Long-term incentive vesting rates against maximum opportunity
				²
				²
				²
				²

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Georgina Harvey Chair Remuneration Committee 0DUFK

Independent auditor's report

to the members of Capita plc

1. Our opinion is unmodified

We have audited the financial statements of Capita plc (the Company") for the year ended 31 December 2019 which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement, company balance sheet, company statement of changes in equity, and the related notes, including the accounting policies in sections 1 to 6 to the Group financial statements and section 7 to the Parent Company financial statements.

In our opinion:

the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2019 and of the Group's loss for the year then ended;
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;
the Parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit & Risk Committee.

We were first appointed as auditor by the Directors on 18 August 2010. The period of total uninterrupted engagement is for the 10 financial years ended 31 December 2019. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided.

Overview

Materiality: Group financial statements as a whole	£8m (2018: £8m) 3.8% (2018: 3.8%) of normalised Group profit before tax
Coverage	84% (2018: 82%) of total Group revenue 83% (2018: 84%) of total profits and losses before tax 86% (2018: 84%) of total Group assets

Risks of material misstatement	vs 2018
Recurring risks for	Going concern	◄►
the Group	Revenue and profit recognition	◄►
	Impairment of intangible assets and goodwill	◄►
	Items excluded from adjusted profit	◄►
	Capitalisation and recoverability of contract fulfilment assets	◄►
	Provisions and contingent liabilities	◄►
	Pensions obligations	◄►
New risk for the Group	Capitalisation and recoverability of intangible assets	n/a
Recurring risks for the Parent Company	Recoverability of Parent Company's investment in, and amounts due from, its subsidiaries	◄►

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below, the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion above together with our key audit procedures to address those matters and our findings from those procedures in order that the Company's members as a body may better understand the process by which we arrived at our audit opinion. These matters were addressed, and our findings are based on procedures undertaken in the context of, and solely for the purpose of our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.

The risk

Going concern Subjective estimate

Refer to section 1 and the viability statement on page 48 for the Board's assessment of the appropriateness of the going concern basis of preparation and

The financial statements explain how the Board has formed a judgement that it is appropriate to adopt the going concern basis of preparation for the Group and Parent Company. That judgement is based on an evaluation of the inherent risks to the Group's and Company's business model and how those risks might affect the Group's and Company's financial resources or ability to continue operations, taking into account all available information about the future, which covers a period of at least a year from the date of approval of the financial statements but is not limited to that period. The risks most likely to adversely affect the Group's and Company's available financial resources in the future relate to continued

execution risk associated with the Group's transformation plan. These include, but are not limited to, the following:

An inability to achieve the growth targets in the Group's business plan;
Further increases in attrition of contracts and/or continuing reduction in new contract wins;

— An inability to achieve the forecast cost savings and achieve cost competitiveness;

— An inability to deliver the improvements anticipated in the working capital profile across the Group; and

— A significant unexpected downturn in performance in one of the group's businesses.

There are also less predictable but realistic second order impacts, such as the impact of Brexit on customer or supplier confidence, and the impact of UK Government policy on the letting of outsourcing contracts.

viability. Refer to the Audit and Risk Committee report (pages 68-

76).

the Group's longer-term

liquidity in the future. The risk for our audit was whether or not those risks were such that they amounted to a material uncertainty that may have cast significant doubt about the ability to continue as a going concern. Had they been such, then that fact would have been required to have been disclosed.

In the event that one or more of the above risks were to materialise the Board's assessment of the Group's ability to continue as a going concern would involve significant judgment with respect to the ability to comply with debt covenants and maintain

Disclosure quality

As this judgment involves a consideration of future events there is a risk that the judgment is inappropriate and consideration is not given to all risks and available mitigations. Clear and full disclosure of the facts and the Directors' judgment applied for the use of the going concern assumption, is a key financial statements disclosure to allow readers to understand fully the key risks and uncertainties, the most recent historical experiences and assumptions underpinning the transformation plan, and the facilities that the Board has secured and has planned that are available to provide the necessary liquidity headroom over the forecast period.

Our response

Our sector experience: We tested the integrity of the cash flow projections and considered the appropriateness of key assumptions used in preparing those projections, with a specific focus on the revenue growth assumptions and cost reduction plans. We evaluated these via enquiries with each of the divisional Executive Officers and Finance Directors, and other Executives including the Chief Executive Officer and Chief Financial Officer.

We assessed the projections and assumptions by reference to our knowledge of the business and general market conditions and assessed the potential risk of management bias. We considered the risks factors as set out by the Board in the Principal Risks section of the annual report and accounts, and where relevant ensured that these featured in the projections prepared to support the base case and the risks applied.

Test of detail: We used our modelling specialists to test the integrity of the financial model used by the Board to assess the base case projections and the various scenarios.

Historical forecasting: We assessed the ability of the Group to accurately forecast by comparing historical results to forecasts for key metrics. We assessed the most recent years' performance against budget, including sales growth and cost reductions, and challenged these assumptions within the forecasts to 31 December 2022 based on historical performance.

Funding assessment: We reviewed the agreements for the Revolving Credit facility (RCF) and the backstop loan agreed in February 2020, to understand the terms including covenant compliance and to understand any restrictions in the use of funds. We ensured the key factors featured in the financial models used for the purpose of assessing the future forecasts. We re-performed calculations, for 30 June 2020-2022 and 31 December 2020-2022, prepared to test expected compliance with the key financial covenant tests to test mathematical accuracy.

We considered the adjustments made in the adjusted EBITDA for the covenant calculations, considering the appropriateness compared to the loan agreements and historical accepted practice with the current lenders. In addition, we inspected the correspondence between the Company and the private placement lenders that set out the proposed items to be excluded in the adjusted EBITDA definition and compared these against the items included in the covenant calculations.

Sensitivity analysis: We assessed the downside sensitivities to ensure that these represented severe but plausible scenarios based on our knowledge of the business, the associated risk exposure and we considered the most recent trading results to form a holistic view of the Group. We assessed those risks that had materialised and challenged whether the risks applied reflected progress to date in delivering the transformation programme. We assessed the future sales growth assumptions based on the actual growth rates achieved in the most recent years (2018 and 2019). We assessed all other risk assumptions to ensure that they reflected a more likely than not chance of occurring under the downside scenarios. We also assessed the mitigating actions, to identify whether these were reasonable and within the direct control of the Company. We considered management's assessment of the potential impacts of Brexit and UK Government policy more generally on the Group, and in particular the Government Services division, along with their plans to mitigate those risks.

Assessing transparency: We assessed the completeness and accuracy of the matters covered in the going concern disclosure, to confirm whether they sufficiently explain the judgements made by the Directors in assessing whether the going concern basis of preparation is appropriate.

Our findings: We found the use of the going concern basis of preparation without any material uncertainty for the group and parent company to be acceptable (2018: acceptable). We found the going concern disclosure to be proportionate (2018: disclosure finding: proportionate).

The risk

Accounting treatment

Revenue and profit recognition

(pages 68-76).

Professional standards require us to make a rebuttable presumption that the fraud risk from revenue is a significant risk.

Refer to sections 2.1 and 2.2 and to The incentive/pressures on management to achieve bonus targets and/or market consensus increase the risk of fraudulent revenue and profit recognition.

the Audit and Risk Subjective estimate

Committee report There is a risk that revenue may be recognised even though it is not probable (i.e., not more likely than not) that consideration will be collected, which could be due to uncertainties over contractual terms and ongoing negotiations with customers.

For long-term contracts, the contractual arrangements can be complex with regard to variable consideration and service performance measures. This can involve significant judgments that may impact the recognition of revenue and contract profits including, among others, those over:

The interpretation of contract terms concerning future obligations;
The allocation of revenue to performance obligations;
The assessment of whether the contract performance obligations satisfy the requirements to apply the series guidance;
The consideration of onerous contract conditions and associated loss provisions; and
Where changes in the scope of work are agreed, the assessment of whether the new services are distinct or not.

In situations where customers terminate a contract, the termination may trigger the recognition of deferred income associated with outstanding performance obligations which will no longer be recognised in future periods. Judgment is required to determine the effective date of the termination, and particularly where services are being handed back or over to another provider.

The execution risk associated with successful transformation on an outsourcing contract requires judgment to be applied concerning costs to complete and the overall estimation of profit over the lifetime of the contract. There is a risk that such matters are not fully identified resulting in increased profits being recognised or the lack of consideration of contract loss provisions.

The effect of these matters is that, as part of our risk assessment, we determined that revenue recognised from long-term contracts has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount.

Disclosure quality

There is a risk that the disclosures presented are not sufficient to explain revenue recognition accounting policies and the key judgments applied.

Our response

Tests of detail: We obtained and inspected a sample of the contractual agreements to understand the contract terms and conditions that underpin the revenue and the profit recognition assumptions and to identify conditions under which variable revenue can arise. For the major contracts within our scope, where relevant we also assessed the accounting papers prepared by the company that set out the key judgments to apply.

Where contract negotiations are ongoing in relation to variable consideration we discussed the current status with those involved in the negotiations and by reference to the associated signed contract or variations amendment.

We considered the assumptions within the business plans and lifetime assessments, checking that onerous contracts had been recognised appropriately, particularly on contracts that have had a poor performance in the current year and those contracts that are in a pre-inflection phase of transformation.

In determining whether onerous contract provisions should be recorded, we assessed contract profitability forecasts by analysing historic performance relative to contractual commitments over its full term. This included critically assessing the assumptions over future costs including projected savings and the actions required to achieve these by comparison to historical cost savings achieved on similar projects. Our assessment considered the levels of uncertainty contained in the forecasts, the extent to which Company actions alone could mitigate risks and any dependencies on the customer or other third parties. This assessment covered a sample of contracts including those identified by the Board as being high risk, and comprising the major contracts in a pre-inflection phase.

Where significant variable consideration had been recognised, we obtained and inspected the contractual agreements to understand the contract terms and conditions that underpin the revenue recognition assumptions.

In situations where there has been a termination or partial termination, we assessed the contract terms including any correspondence from the customer, to challenge the effective date of the termination. We also challenged the judgments applied as to whether, in the case of a partial termination, any deferred income should be recognised immediately or spread forward by assessing the inter dependencies of the performance obligations, and the initial contractual terms.

Where relevant we also inspected correspondence with customers or other supporting documentation in relation to the variations or scope.

We challenged whether the judgments made by the Board are appropriate based on the underlying contractual terms and evidence obtained. Assessing transparency: We considered the disclosures in the financial statements to check that these were comprehensive and provided

sufficient detail of the revenue and profit recognition policies and of the key judgments applied. This included an assessment of whether sections 2.1 and 2.2 clearly sets out the impacts arising from the accounting policies applied in relation to the long-term contracts provided by the Group.

Our findings: In determining the treatment of revenue and profit recognition the Group has applied accounting policies based on the requirements of IFRS15. In applying these policies there is room for judgement and we found that within that the Group's judgement was balanced (2018 finding: balanced).

We found the disclosures associated with the IFRS15 policies to be ample (2018 disclosure finding: ample).

The risk

Forecast based valuation

assessment of recoverability.

Impairment of Intangible Assets and Goodwill The Group records

goodwill of £1,177.8 million (2018: £1,259.0 million)

and other intangible assets £354.2 million (2018: £328.7 million) –

see sections 3.4 and 3.3. As set out in the

CFO's finance review on page 14, an impairment charge of £41.4m was recorded in relation to the Network Services cash generating unit.

Refer to the Audit and Risk Committee report on pages 68-76.

As part of our risk assessment, we determined that the recoverable amount of goodwill and intangible assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial

estimated by the Board.

Disclosure quality

There is a risk that the disclosures presented are not sufficient to explain the key assumptions that drive the valuations, and the key sensitivities that the Board has considered. This is particularly important given the ongoing transformation programme and the relevance of the assumed growth assumptions to the sensitivities that are relevant when considering the carrying value of intangible assets and goodwill.

statements as a whole, and possibly many times that amount. The financial statements (section 3.4) disclose the sensitivity

We consider the carrying value of intangible assets and goodwill and the risk over potential impairment to be a significant audit risk because of the inherent uncertainty involved in forecasting and discounting future cash flows, which are the basis of the

In addition there is a risk that the disclosures do not adequately explain the events and circumstances that led to the impairment charge recorded in 2019.

Our response

Comparing valuations: We compared the total amount of discounted cash flows to support the fair value less cost to sell (FVLCS) to the Group's market capitalisation and assessed the rationale for the differences from the prior year end. We also compared the FVLCS valuation at the year end to the market capitalization.

Control operation: We tested the principles and integrity of the Group's discounted cash flow model.

Tests of detail: We compared the cash flows used in the impairment model to the output of the Group's budgeting process and against the understanding we obtained about the business areas through our audit, and assessed if these cash flows were reasonable.

We assessed the assumptions applied to determine the FVLCS by comparison with external market data regarding multiples and selling costs. Historical comparison: We assessed the historical accuracy of the forecasts used in the Group's impairment model by considering actual

performance against prior year budgets. We also assessed the forecast revenue growth with reference to the most recent results for 2018 and 2019.

Benchmarking assumptions: We used external data and our own internal valuation specialists to evaluate the key inputs and assumptions for growth and discount rates.

Sensitivity analysis: We performed sensitivity and break-even analyses for the key inputs and assumptions, and identified those cash-generating units we consider most sensitive to impairment.

Assessing transparency: We evaluated the adequacy of the disclosures related to the estimation uncertainty, judgments made and assumptions over the recoverability of intangible assets and goodwill, in particular checking that the sensitivity disclosures provided sufficient detail. We also assessed whether the disclosures adequately explained the events and circumstances that led to the impairment charge in 2019.

Our findings: We found that the Group's cash flow forecasts and discount rates, when considered together, were mildly optimistic (2018 finding: mildly optimistic), reflecting the dependency on the success of the transformation program.

We found the Group's disclosures to be proportionate (2018 disclosure finding: proportionate) in their description of the assumptions and estimates made by the group and the sensitivity of the valuation of goodwill to changes in those assumptions and estimates.

The risk

profit

details items excluded from adjusted profit and the Audit and Risk Committee report on pages 68-76.

Items excluded Presentation appropriateness

from adjusted Section 2.4 that The Group separately presents adjusted measures including operating profit and profit before tax as a note to the consolidated income statement and in section 2.4. In addition adjusted free cash flow measures are presented in section 2.10. The Company's financial highlights and commentary refers to 'adjusted' measures as well as those derived on an adopted IFRS basis. The reasoning behind this presentation is set out in notes to the financial statements.

Items to be excluded from adjusted profit are not defined by IFRSs and therefore a policy decision is required by the Directors to identify such items and to maintain the comparability of results with previous years and in accordance with the Group's accounting policy. As such there is a risk of management bias. Failure to disclose clearly the nature and impact of items excluded from adjusted profit may distort the reader's view of the financial result in the year.

In addition, the key covenants that are relevant for the Company's compliance with the terms of the debt and loans are based on EBITDA that is adjusted for items excluded from reported profits. This introduces a risk of management override and bias to ensure compliance is achieved.

Disclosure quality

The disclosures need to include sufficient explanation of the items adjusted to ensure these are transparent and understandable, and can be reconciled easily back to equivalent reported GAAP measures.

Our response

Assessing principles: We communicated our consideration on the classification of items excluded from adjusted profit to the Audit and Risk Committee to inform the debate on the Board's assessment of the policy decision to present adjusted profit measures.

We examined the presentation of adjusted profit measures in the front half of the Annual Report and Accounts and consider this against applicable guidelines (including the FRC publications on the presentation of alternative performance measures).

Assessing balance: We considered whether there are any items included in the adjusted profit measures that it would be more appropriate to exclude from these measures and vice versa.

We also assessed whether there was sufficient balance between credit and debit items that are so separately presented.

We tested on a sample basis items recorded as adjustments to source documentation to assess the appropriateness of classification. As part of this consideration, we assessed the consistency of application of the Group's accounting policy for the classification of items excluded

from adjusted profit year-on-year.

We reviewed the terms of the debt and loan agreements to understand what items can be adjusted for the purpose of preparing the covenant calculations. We evaluated the items adjusted with a consideration to the factors above to assess management override and bias. Assessing transparency: We assessed whether the basis of the 'adjusted' financial information is clearly and accurately described and consistently applied and that all 'alternative performance measures', together with reconciliations to the adopted IFRS position, are shown with sufficient prominence in the annual report.

Our findings: The Board identified a number of individual items that had affected profit for the year (or prior year) that required appropriate disclosure in the Annual Report and Accounts to enable shareholders to assess the Group's performance. This included items presented within the reported measures, and those excluded to arrive at the 'adjusted' measures. The Board concluded also that the impact of IFRS15 on the accounting applied to new contract wins and contract terminations for any particular year required explanation. We found that proportionate disclosure of these items had been provided in the Annual Report and Accounts taken as a whole (2018 finding: proportionate).

Accounting application
IFRS15 requires that costs incurred on a contract, or an anticipated contract that generate or enhance the resources of an entity
to deliver the contract should be capitalised and amortised over the expected contract life.
Subjective estimate
Judgment is required in applying the accounting policy to assess whether the costs incurred will enhance the future economic
benefits to the Group.
Where a contract is not performing as expected the costs capitalised may not be recoverable and an impairment of the asset
may need to be recorded.
Contract fulfilment assets are required to be amortised over the expected life of the contract and this requires an estimate of
any likely contract extensions.
Section 2.1 sets out the outsourcing model operated by the Group, and explains how typically the early stages of a contract
('pre-inflection') will reflect a period when the contract fulfilment assets are created as the contract delivery is established.
Where contracts are at the pre-inflection stage, there is greater risk as the CFA is being developed. This compares to contracts
in a 'business as usual' stage where the risk is reduced as the CFA has been proven, is being used to deliver the performance
obligations and amortised over the expected contract life.
The effect of these matters is that, as part of our risk assessment, we determined that the recoverable amount of contract
assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality
for the financial statements as a whole.
Disclosure quality
There is a risk that the disclosures presented are not sufficient to explain the capitalisation criteria that are used to assess

whether items of expense should be recorded as a contract asset.

Tests of detail: We tested on a sample basis the costs capitalised as contract fulfilment assets by reference to the criteria set out in the Group's accounting policy. For each of the costs sampled we obtained third party support, or for internally generated time, we obtained the relevant costing

Sensitivity analysis: Where a contract has performed below budget, we assessed whether there was uncertainty in regard to the recoverability of

Tests of detail: We considered on a sample basis the useful economic lives applied to the contract fulfilment assets and assessed the expected

Assessing transparency: We considered the disclosures in the financial statements to assess that these provided sufficient detail of the criteria

Our findings: We found that the assumptions and estimates used to assess the CFAs to be recognised, and to determine the estimated useful

We found that the Group's disclosures in section 3.1.3 to be proportionate (2018 disclosure finding: proportionate). In particular section 2.1

contract life by reference to the contract terms or where appropriate any agreed extensions to the original contract.

lives, to be balanced (2018 finding: balanced).

rates and records, to support the basis of capitalisation.

the contract fulfilment asset through future contract profitability.

used to assess whether expense items should be recorded as a contract asset.

highlights the CFAs that are at higher risk due to the stage of the contract.

Our response

The risk Capitalisation and

recoverability of contract fulfilment assets ('CFA') IFRS15 requires the recognition of contract fulfilment assets when certain criteria are met (see section 2.1).

Refer to sections 2.1, 2.3 and 3.1.3, and to the Audit and Risk Committee report (pages 68-76).

The risk Items excluded from adjusted profit Section 2.4 that details items excluded from adjusted profit and the Audit and Risk Committee report on pages 68-76.

Our response

exclude from these measures and vice versa.

from adjusted profit year-on-year.

prominence in the annual report.

Presentation appropriateness

ensure compliance is achieved. Disclosure quality

Sensitivity analysis: Where a contract has performed below budget, we assessed whether there was uncertainty in regard to the recoverability of the contract fulfilment asset through future contract profitability.

Tests of detail: We considered on a sample basis the useful economic lives applied to the contract fulfilment assets and assessed the expected contract life by reference to the contract terms or where appropriate any agreed extensions to the original contract.

Our findings: We found that the assumptions and estimates used to assess the CFAs to be recognised, and to determine the estimated useful lives, to be balanced (2018 finding: balanced).

We found that the Group's disclosures in section 3.1.3 to be proportionate (2018 disclosure finding: proportionate). In particular section 2.1 highlights the CFAs that are at higher risk due to the stage of the contract.

The risk

Provisions and Subjective estimates

Contingent Liabilities

Significant judgment is required to assess whether actual or potential claims, litigation or fines arising from regulatory oversight, or from ongoing legal disputes, should be recognised as provisions within the financial statements or warrant disclosing as contingent liabilities.

The Group separately presents adjusted measures including operating profit and profit before tax as a note to the consolidated income statement and in section 2.4. In addition adjusted free cash flow measures are presented in section 2.10. The Company's financial highlights and commentary refers to 'adjusted' measures as well as those derived on an adopted IFRS

The disclosures need to include sufficient explanation of the items adjusted to ensure these are transparent and

basis. The reasoning behind this presentation is set out in notes to the financial statements.

excluded from adjusted profit may distort the reader's view of the financial result in the year.

understandable, and can be reconciled easily back to equivalent reported GAAP measures.

Committee to inform the debate on the Board's assessment of the policy decision to present adjusted profit measures.

We also assessed whether there was sufficient balance between credit and debit items that are so separately presented. We tested on a sample basis items recorded as adjustments to source documentation to assess the appropriateness of classification. As part of this consideration, we assessed the consistency of application of the Group's accounting policy for the classification of items excluded

calculations. We evaluated the items adjusted with a consideration to the factors above to assess management override and bias.

to deliver the contract should be capitalised and amortised over the expected contract life.

guidelines (including the FRC publications on the presentation of alternative performance measures).

applied to new contract wins and contract terminations for any particular year required explanation.

obligations and amortised over the expected contract life.

whether items of expense should be recorded as a contract asset.

Accounting application

Subjective estimate

benefits to the Group.

Disclosure quality

may need to be recorded.

any likely contract extensions.

for the financial statements as a whole.

Assessing principles: We communicated our consideration on the classification of items excluded from adjusted profit to the Audit and Risk

We examined the presentation of adjusted profit measures in the front half of the Annual Report and Accounts and consider this against applicable

Assessing balance: We considered whether there are any items included in the adjusted profit measures that it would be more appropriate to

We reviewed the terms of the debt and loan agreements to understand what items can be adjusted for the purpose of preparing the covenant

Assessing transparency: We assessed whether the basis of the 'adjusted' financial information is clearly and accurately described and consistently applied and that all 'alternative performance measures', together with reconciliations to the adopted IFRS position, are shown with sufficient

We found that proportionate disclosure of these items had been provided in the Annual Report and Accounts taken as a whole (2018 finding: proportionate).

IFRS15 requires that costs incurred on a contract, or an anticipated contract that generate or enhance the resources of an entity

Judgment is required in applying the accounting policy to assess whether the costs incurred will enhance the future economic

Where a contract is not performing as expected the costs capitalised may not be recoverable and an impairment of the asset

Contract fulfilment assets are required to be amortised over the expected life of the contract and this requires an estimate of

Section 2.1 sets out the outsourcing model operated by the Group, and explains how typically the early stages of a contract ('pre-inflection') will reflect a period when the contract fulfilment assets are created as the contract delivery is established. Where contracts are at the pre-inflection stage, there is greater risk as the CFA is being developed. This compares to contracts

assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality

There is a risk that the disclosures presented are not sufficient to explain the capitalisation criteria that are used to assess

See section 3.6 for details of the provisions totalling £41.2 million as at 31 December 2019 (2018: £46.4 million) and section 6.2 for a discussion on the

The determination and estimation of amounts for these provisions is inherently judgmental by their nature and there is a risk that the estimate is incorrect and any provision is materially misstated.

The effect of these matters is that, as part of our risk assessment, we determined that provisions have a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole and possibly many times that amount.

Disclosure quality

Where the impact of possible and present obligations is not probable or not reliably measurable, and thus no provision is recorded, failure to adequately disclose the nature of these circumstances within the financial statements may distort the reader's view as to the potential risks faced by the Group.

contingent liabilities identified. Also refer to the

Audit and Risk Committee report on pages 68-76.

Our response

The risk Pensions obligations See section 5.2 for details of the Group pension schemes and their obligations as at 31 December 2019. Also refer to the Audit and Risk Committee report on pages 68-76.

Our response

Personnel interviews: We enquired of the Directors and inspected board minutes for actual and potential claims arising in the year based on any external communications with the Group as noted in any Board discussions, and assessed whether provisions are required for these claims. Our enquiries are included as standard questions in all our meetings with those responsible for preparing the financial statements including the divisional Finance Directors, heads of functions at Group and corporate level, and the Executive Directors.

Tests of detail: We obtained an understanding and status of existing claims and litigations via enquiries and examining any relevant correspondence. This included enquiries of the Directors' assessment regarding the likelihood of the existence of obligations, and the basis used to measure any provisions;

We compared the Directors' estimate of the risk and impact of these claims and litigations to third party evidence, where available;

In respect of open matters of claims and litigations, where appropriate, we had discussions with, and for certain claims requested formal confirmations from, the Group's external legal advisors in respect of the reasonableness of the estimated liability.

We reviewed the legal expenses incurred in the year to identify any material spend with external legal advisors that may indicate an ongoing claim, and made enquiries to ensure the completeness of all claims and litigation assessed by the Board.

Assessing transparency: We evaluated the adequacy of the Group's provisions and contingent liability disclosures in the financial statements in accordance with accounting standards, and in particular the disclosure of the estimation uncertainty and the quantification of that uncertainty where appropriate.

Our findings: We found that the assumptions and estimates were mildly cautious (2018 finding: mildly cautious) given the historic nature of many of the claims.

Significant estimates are made in estimating the Group's defined benefit pension obligations and small changes in assumptions and estimates used would have a significant effect on this amount. There is a risk that the assumptions applied are not

The effect of these matters is that, as part of our risk assessment, we determined that the valuation of pension obligations has a high degree of estimation uncertainty, as a small change in key assumptions can lead to material changes in the obligations. This can result with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. The financial statements (note 32) disclose the sensitivity

There is a risk that the disclosures presented are not sufficient to explain the key assumptions that the Board has adopted for

Assessing the valuer's credentials: We evaluated the competence and independence of the external actuaries who are engaged by the Group to

Comparing valuations: we benchmarked the key assumptions applied in determining the Group's defined benefit obligations, being the discount

Methodology choice: We used our internal actuary specialists to consider and critically assess the methodologies applied.

rate, inflation rate and mortality/life expectancy. This included a comparison of these key assumptions against externally derived data. Assessing transparency: We evaluated the adequacy of the disclosures in respect of the sensitivity of the obligations to these assumptions.

We found that section 6. 2 provides proportionate disclosure (2018 disclosure finding: proportionate) of the unquantifiable contingent liability in respect of potential litigation or claims.

appropriate in the context of the pension scheme arrangements.

estimated by the Group. Disclosure quality

the purpose of valuing the pension obligations.

estimate the pension scheme obligations for the purpose of the financial statements.

valuation of the pension obligations to changes in those assumptions and estimates.

measure any provisions;

Our response

The risk Provisions and Contingent Liabilities See section 3.6 for details of the provisions totalling £41.2 million as at 31 December 2019 (2018: £46.4 million) and section 6.2 for a discussion on the contingent liabilities identified. Also refer to the Audit and Risk Committee report on pages 68-76.

Subjective estimates

contingent liabilities.

Disclosure quality

that the estimate is incorrect and any provision is materially misstated.

as a whole and possibly many times that amount.

reader's view as to the potential risks faced by the Group.

Finance Directors, heads of functions at Group and corporate level, and the Executive Directors.

and made enquiries to ensure the completeness of all claims and litigation assessed by the Board.

The risk

Pensions obligations

See section 5.2 for details of the Group pension schemes and their obligations as at 31 December 2019. Also refer to the Audit and Risk

of the claims.

respect of potential litigation or claims.

Significant estimates are made in estimating the Group's defined benefit pension obligations and small changes in assumptions and estimates used would have a significant effect on this amount. There is a risk that the assumptions applied are not appropriate in the context of the pension scheme arrangements.

The determination and estimation of amounts for these provisions is inherently judgmental by their nature and there is a risk

correspondence. This included enquiries of the Directors' assessment regarding the likelihood of the existence of obligations, and the basis used to

We reviewed the legal expenses incurred in the year to identify any material spend with external legal advisors that may indicate an ongoing claim,

Our findings: We found that the assumptions and estimates were mildly cautious (2018 finding: mildly cautious) given the historic nature of many

We found that section 6. 2 provides proportionate disclosure (2018 disclosure finding: proportionate) of the unquantifiable contingent liability in

Tests of detail: We obtained an understanding and status of existing claims and litigations via enquiries and examining any relevant

We compared the Directors' estimate of the risk and impact of these claims and litigations to third party evidence, where available; In respect of open matters of claims and litigations, where appropriate, we had discussions with, and for certain claims requested formal

confirmations from, the Group's external legal advisors in respect of the reasonableness of the estimated liability.

Disclosure quality

Committee report There is a risk that the disclosures presented are not sufficient to explain the key assumptions that the Board has adopted for the purpose of valuing the pension obligations.

Our response

on pages 68-76.

Assessing the valuer's credentials: We evaluated the competence and independence of the external actuaries who are engaged by the Group to estimate the pension scheme obligations for the purpose of the financial statements.

Methodology choice: We used our internal actuary specialists to consider and critically assess the methodologies applied.

Comparing valuations: we benchmarked the key assumptions applied in determining the Group's defined benefit obligations, being the discount rate, inflation rate and mortality/life expectancy. This included a comparison of these key assumptions against externally derived data.

Assessing transparency: We evaluated the adequacy of the disclosures in respect of the sensitivity of the obligations to these assumptions.

Our findings: We found that the assumptions and estimates were balanced (2018 finding: balanced) and that Group's disclosures in section 5.2 to be proportionate (2018 disclosure finding: proportionate) in their description of the assumptions and estimates made and the sensitivities of the valuation of the pension obligations to changes in those assumptions and estimates.

The risk

Our response

The risk Recoverability of the Parent Company's investment in, and amounts due from, its subsidiaries Investment carrying value £568.9 million (2018: £507.9 million), and amounts due from subsidiaries

million). Refer to section 7.3.1 (accounting policies) and section 7.3.4 (financial disclosures) and Parent Company Balance Sheet.

Our response

and

Capitalisation Accounting application

recoverability of intangible assets IAS38 requires an intangible asset to be recognised if, and only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group; and the cost of the asset can be measured reliably.

Subjective estimate

IAS38 requires the recognition of intangible assets when certain criteria are met (see section 3.3). Section 3.3, and to the Audit and Risk Committee report (pages 68- 76). The Group is undergoing a major transformation, and as part of that programme significant amounts are being invested in new systems and processes, including the finance transformation with the introduction of a new accounting system. The implementation requires a high level of dedicated external and internal resources. During 2019 the programme to implement the new accounting system was paused, pending a re-evaluation of the resources required to complete the project and to assess the impact of the proposed structural changes that are being implemented across the Group. Judgment is required in applying the accounting policy to assess whether the costs incurred, both external and internal, will flow future economic benefits to the Group. Furthermore it is necessary for systems to be operating effectively to allow the costs incurred to be reliably measured, and judgment is required where costs need to be allocated to the new systems and processes. This judgment is heightened given the fact that the programme has been paused for re-evaluation.

Tests of detail: We tested on a sample basis the costs capitalised as intangible assets by reference to the criteria set out in the Group's accounting policy. For each of the costs sampled we obtained third party support, or for internally generated time, we obtained the relevant costing rates and

For the costs incurred in relation to the new finance system, we assessed the categorisation of costs incurred to assess whether there was sufficient evidence to support the carry forward of the costs. This included assessing whether the costs incurred to date will deliver the expected future value when the programme recommences. As part of this assessment we obtained specific representation from the Board that it intends to make available

Our findings: We found that the assumptions and estimates used to assess the intangible assets to be recognised, and to determine the

Assessing transparency: We considered the disclosures in the financial statements to assess that these provided sufficient detail of the criteria used to assess whether expense items should be recorded as an intangible asset. We also considered the disclosures relating to the re-evaluation

Tests of detail: we compared the carrying amount of the investment, and the amounts due from subsidiaries, with the relevant subsidiary's draft statutory balance sheet to identify whether its net assets, being an approximation of its minimum recoverable amount, was in excess of its carrying

Our findings: We found the Parent Company's assessment of the recoverability of the investment in, and amounts due from, subsidiaries to be balanced (2018 finding: balanced). We found the Company's disclosures of the recoverability of investment held by the Parent in, and amounts due

the necessary resources and funds to complete the finance transformation project including this new finance system.

The effect of these matters is that, as part of our risk assessment, we determined that the recoverable amount of intangible assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole and possibly many times that amount.

Disclosure quality

We found that the Group's disclosures in section 3.3 to be proportionate.

greatest effect on our overall Parent Company audit.

amount and assessed whether the subsidiary has historically been profit-making.

from, subsidiaries to be proportionate (2018 disclosure finding: proportionate).

Low risk, high value

records, to support the basis of capitalisation.

of the new accounting system.

estimated useful lives, to be balanced.

There is a risk that the disclosures presented are not sufficient to explain the capitalisation criteria that are used to assess whether items of expense should be recorded as an intangible asset. In relation to the new finance systems, there is a risk that the disclosures do not provide sufficient detail to explain the status of the programme, the costs carried forward and any costs impaired as a result of the project re-evaluation.

The carrying amount of the Parent Company's investment in, and amounts due from, its subsidiaries represents 16.2% and 74.7% (2018: 22.5% and 45.1%) of its total assets respectively. As highlighted earlier the Group is undergoing a major transformation, and one that the Board expect will deliver significant growth and including cost reductions. The ability of the Group to deliver successfully against the transformation objectives set is a key factor is determining the recoverability and risk of significant misstatement. Due to its materiality in the context of the Parent Company financial statements, the recoverability of the Parent Company's investments in, and amounts due from, its subsidiaries is considered to be the area that had the

Our response

The risk Capitalisation and

recoverability of intangible assets IAS38 requires the recognition of intangible assets when certain criteria are met (see section 3.3). Section 3.3, and to the Audit and Risk Committee report (pages 68- 76).

Accounting application

Subjective estimate

across the Group.

Disclosure quality

impaired as a result of the project re-evaluation.

IAS38 requires an intangible asset to be recognised if, and only if it is probable that the expected future economic benefits that

The Group is undergoing a major transformation, and as part of that programme significant amounts are being invested in new systems and processes, including the finance transformation with the introduction of a new accounting system. The

During 2019 the programme to implement the new accounting system was paused, pending a re-evaluation of the resources required to complete the project and to assess the impact of the proposed structural changes that are being implemented

Judgment is required in applying the accounting policy to assess whether the costs incurred, both external and internal, will flow future economic benefits to the Group. Furthermore it is necessary for systems to be operating effectively to allow the costs incurred to be reliably measured, and judgment is required where costs need to be allocated to the new systems and

processes. This judgment is heightened given the fact that the programme has been paused for re-evaluation.

are attributable to the asset will flow to the Group; and the cost of the asset can be measured reliably.

implementation requires a high level of dedicated external and internal resources.

for the financial statements as a whole and possibly many times that amount.

Our findings: We found that the assumptions and estimates used to assess the intangible assets to be recognised, and to determine the estimated useful lives, to be balanced.

We found that the Group's disclosures in section 3.3 to be proportionate.

Low risk, high value

The risk

Recoverability of the Parent Company's investment in, and amounts due from, its subsidiaries Investment carrying value £568.9 million (2018: £507.9 million), and amounts due from subsidiaries £2,598.8million (2018: £969.5 million). Refer to section 7.3.1 (accounting policies) and section 7.3.4 (financial disclosures) and Parent Company Balance Sheet.

Our response

3. Our application of materiality and an overview of the scope of our audit

The materiality for the Group financial statements as a whole was set at £8.0 million, determined with reference to a benchmark of normalised Group profit before tax of £211.1 million, of which it represents 3.8%.

In order to set this benchmark we consider the nature of items excluded in determining adjusted profit before tax. Group reported loss before tax from continuing operations is £62.6 million. We normalised by adding back certain specific items including the impairment charges against goodwill – £41.4 million (section 3.4); claims and litigation provisions release – £0.8 million (section 2.4); finance costs - £6.3 million (section 4.3); contingent consideration movements – £1.4 million (section 4.5); business exit disposal expense – £16.7 million (section 2.8); non-trading business exit disposal expense – £52.1 million (section 2.8); significant restructuring expense – £159.4 million (section 2.4). Total adjustments to reported profit before tax amount to £273.7 million resulting in a normalised Group profit before tax for materiality purposes of £211.1million.

Materiality for the prior year was set at £8.0 million determined with reference to a benchmark of normalised Group profit before tax of £212.2 million, of which it represented 3.8%.

In order to set this benchmark we considered the nature of items excluded in determining adjusted profit before tax. Group reported profit before tax from continuing operations is £272.6 million. We normalised by adding back certain specific items including the profit on business exits – £309.7 million (section 2.4); impairment charges against goodwill and acquired intangibles – £95.5 million (section 2.4); claims and litigation provisions release – £1.8 million (section 2.4); non-trading business exit disposal expense – £29.7 million (section 2.4); private placement loan notes prepayments costs - £15.9 million (section 2.4 significant restructuring expense – £110.0 million (section 2.4). Total adjustments to reported profit before tax amount to £60.4 million resulting in a normalised Group profit before tax for materiality purposes of £212.2 million.

Materiality for the Parent Company financial statements as a whole was set at £5.2 million (2018: £5.2 million), by reference to component materiality with reference to total assets. This is lower than the materiality we would otherwise have determined by reference to total assets, and represents 0.15% of the Company's total assets (2018: 0.2%).

We report to the Audit and Risk Committee any corrected or uncorrected identified misstatements with a profit impact in excess of £0.4 million (2018: £0.4 million), and reclassification misstatements greater than £1m (2018: £1.0 million), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Audits for Group reporting purposes were performed by component auditors at 27 (2018: 28) key reporting components in the United Kingdom, Switzerland, Germany, and by the Group audit team over 2 key components in the United Kingdom, including the Parent Company (2018: 28 in the United Kingdom, Switzerland, Germany, and by the Group audit team over 2 key components in the United Kingdom, including the parent company).

The Group audit team, with the assistance of the component auditors where appropriate, performed procedures on the items excluded from normalised Group profit before tax. These procedures covered approximately 84% of total Group revenue (2018: 82%); 83% of the total profits and losses that made up Group profit before tax (2018: 84%); and 86% of total Group assets (2018: 84%). For the remaining components, we performed analysis at an aggregated Group level to re-examine our assessment that there were no significant risks of material misstatement within these.

The Group audit team approved the component materiality levels, which ranged from £0.4million to £6.4million (2018: £0.4 million to £5.2 million), having regard to the mix of size and risk profile of the Group across the components.

Detailed audit instructions were sent to the component auditors. These instructions covered the significant audit areas that should be covered by these audits (which included the relevant risks of material misstatement detailed above) and set out the information required to be reported back to the Group audit team. Telephone conference meetings and site visits were held with component auditors throughout the audit and in the United Kingdom, Germany and Switzerland. At these meetings, the findings reported to the Group team were discussed in more detail, and any further work required by the Group team was then performed by the component auditor.

4. We have nothing to report on going concern

The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or the Group or to cease their operations, and as they have concluded that the Company's and the Group's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").

Our responsibility is to conclude on the appropriateness of the Directors' conclusions and, had there been a material uncertainty related to going concern, to make reference to that in this audit report. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the Group and the Company will continue in operation.

We identified going concern as a key audit matter (see section 2 of this report). Based on the work described in our response to that key audit matter, we are required to report to you if:

we have anything material to add or draw attention to in relation to the Directors' statement in section 1 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Company's use of that basis for a period of at least twelve months from the date of approval of the financial statements ; or
the related statement under the Listing Rules set out on page 61 is materially inconsistent with our audit knowledge . We have nothing to report in these respects.

5. We have nothing to report on the other information in the Annual Report and Accounts

The Directors are responsible for the other information presented in the Annual Report and Accounts together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Strategic report and Directors' report

Based solely on our work on the other information:

we have not identified material misstatements in the strategic report and the Directors' report;
in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors' remuneration report

In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

Disclosures of emerging and principal risks and longer-term viability

Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or draw attention to in relation to:

the Directors' confirmation within the viability statement (page 61) that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
the Principal Risks disclosures describing these risks and explaining how they are being managed and mitigated; and
the Directors' explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Under the Listing Rules we are required to review the viability statement. We have nothing to report in this respect.

Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group's and Company's longer-term viability.

Corporate governance disclosures

We are required to report to you if:

we have identified material inconsistencies between the knowledge we acquired during our financial statements audit and the Directors' statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy; or
the section of the annual report describing the work of the Audit and Risk Committee does not appropriately address matters communicated by us to the Audit and Risk Committee.

We are required to report to you if the Corporate Governance Statement does not properly disclose a departure from the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.

We have nothing to report in these respects.

6. We have nothing to report on the other matters on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

7. Respective responsibilities

Directors' responsibilities

As explained more fully in their statement set out on page 64, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or other irregularities (see below), or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.

Irregularities – ability to detect

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management (as required by auditing standards), and from inspection of the group's regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the group to component audit teams of relevant laws and regulations identified at group level.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, taxation legislation, and pension regulation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the group's licence to operate. We identified the following areas as those most likely to have such an effect: anti- bribery and corruption, data protection, employment law, health and safety, and regulatory capital and liquidity recognising the broad range of business process outsourcing services offered by the Group that include financial and regulated activities in the Specialist Services, People Solutions and Customer Management divisions, and the Governmental nature of many of the group's customers in the Government Services division. Auditing standards limit the required audit procedures to identify noncompliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures, we became aware of actual or suspected non-compliance and considered the effect as part of our procedures on the related financial statement items. The identified actual or suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as a key audit matter.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

8. The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and the terms of our engagement by the Company. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report, and the further matters we are required to state to them in accordance with the terms agreed with the Company, and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Robert J Brent (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square, London, E14 5GL

4 March 2020

Financial statements

Our overall strategy

Financial statements

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Clear

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Integrated

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Structure of the financial statements

Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated cash flow statement

Notes to the consolidated financial statements

Section 1

Basis of preparation

Section 2 Results for the year

2.1 Contract accounting
2.2 Revenue including segmental revenue
2.3 Operating profit
2.4 Adjusted operating profit and adjusted profit before tax
2.5 Segmental information
2.6 Taxation
2.7 Earnings/(loss) per share
2.8 Business exit and assets held for sale
2.9 Discontinued operations
2.10 Cash flow information

Section 3 Operating assets and liabilities

3.1 Working capital
3.1.1 Trade and other receivables
3.1.2 Trade and other payables
3.1.3 Contract fulfilment assets
3.2 Property, plant and equipment
3.3 Intangible assets
3.4 Goodwill
3.5 Right-of-use assets
3.6 Provisions

Section 4 Capital structure and finance costs

4.1 Net debt, capital and capital management
4.2 Financial risk
4.3 Net finance costs
4.4 Leases
4.5 Financial instruments and the fair value hierarchy
4.6 Issued share capital
4.7 Group composition and non-controlling interests

Section 5 Employee benefits

5.1 Share-based payment plans

Strategic report Corporate governance Financial statements 100

5.2 Pensions
5.3 Employee benefit expense

Section 6 Other supporting notes

6.1 Related-party transactions
6.2 Contingent liabilities
6.3 Post balance sheet events
6.4 Adoption of IFRS 16 Leases

Company financial statements

Section 7

7.1 Company balance sheet
7.2 Company statement of changes in equity
7.3 Notes to the Company financial statements

Additional information

Section 8

8.1 Shareholder information
8.2 Alternative performance measures

Strategic report Corporate governance Financial statements 101

Consolidated income statement

For the year ended 31 December 2019

Strategic report Corporate governance Financial statements 100

Section 5

Section 6

Section 7

Section 8

Employee benefits

5.2 Pensions

Other supporting notes

5.1 Share-based payment plans

5.3 Employee benefit expense

6.1 Related-party transactions 6.2 Contingent liabilities 6.3 Post balance sheet events 6.4 Adoption of IFRS 16 Leases

Company financial statements

7.2 Company statement of changes in equity 7.3 Notes to the Company financial statements

7.1 Company balance sheet

Additional information

8.1 Shareholder information

8.2 Alternative performance measures

Structure of the financial

Consolidated statement of comprehensive income

Notes to the consolidated financial statements

2.4 Adjusted operating profit and adjusted profit before tax

Consolidated statement of changes in equity

2.2 Revenue including segmental revenue

2.8 Business exit and assets held for sale

statements

Consolidated income statement

Consolidated cash flow statement

Consolidated balance sheet

Section 1

Section 2

Basis of preparation

Results for the year

2.1 Contract accounting

2.5 Segmental information

2.7 Earnings/(loss) per share

2.9 Discontinued operations 2.10 Cash flow information

Operating assets and liabilities

3.1.1 Trade and other receivables 3.1.2 Trade and other payables 3.1.3 Contract fulfilment assets 3.2 Property, plant and equipment

3.1 Working capital

3.3 Intangible assets 3.4 Goodwill

3.5 Right-of-use assets

Capital structure and finance costs

4.1 Net debt, capital and capital management

4.5 Financial instruments and the fair value hierarchy

4.7 Group composition and non-controlling interests

3.6 Provisions

4.2 Financial risk 4.3 Net finance costs

4.6 Issued share capital

4.4 Leases

Section 4

2.3 Operating profit

2.6 Taxation

Section 3

	Notes	2019 £m	20181 £m
Continuing operations:
Revenue	2.1, 2.2	3,678.6	3,918.4
Cost of sales		(2,683.0)	(2,951.4)
Gross profit		995.6	967.0
Administrative expenses	2.3, 2.4, 2.8	(995.2)	(932.1)
Operating profit	2.3, 2.4, 2.8	0.4	34.9
Share of results in associates		(0.6)	—
Net finance costs	4.3	(62.4)	(72.0)
Gain on business disposal	2.8	—	309.7
(Loss)/profit before tax	2.4	(62.6)	272.6
Income tax credit	2.6	3.5	0.9
(Loss)/profit for the year from continuing operations		(59.1)	273.5
Discontinued operations:
Profit for the year	2.9	5.0	5.6
Total (loss)/profit for the year		(54.1)	279.1
Attributable to:
Owners of the Company		(64.2)	269.0
Non-controlling interests	4.7	10.1	10.1
		(54.1)	279.1
(Loss)/earnings per share	2.7
Continuing: – basic		(4.18)p	17.99p
– diluted		(4.18)p	17.77p
Total operations: – basic		(3.88)p	18.37p
– diluted		(3.88)p	18.15p

Adjusted operating profit	2.4	306.1	334.4
Adjusted profit before tax	2.4	275.0	281.2
Adjusted earnings per share	2.7	13.09p	16.33p
Adjusted and diluted earnings per share	2.7	13.09p	16.13p

Consolidated statement of comprehensive income

For the year ended 31 December 2019

	Notes	2019 £m	20181 £m
Total (loss)/profit for the year		(54.1)	279.1
Other comprehensive (expense)/income
Items that will not be reclassified subsequently to the income statement
Actuarial (loss)/gain on defined benefit pension schemes	5.2	(106.7)	134.9
Income tax effect	2.6	18.1	(22.9)
Items that will or may be reclassified subsequently to the income statement
Exchange differences on translation of foreign operations		(1.2)	2.0
Gain on cash flow hedges	4.2.4	1.0	2.0
Cash flow hedges recycled to the income statement	4.2.4	(2.6)	(2.5)
Income tax effect	2.6	0.3	0.1
Other comprehensive (expense)/income for the year net of tax		(91.1)	113.6
Total comprehensive (expense)/income for the year net of tax		(145.2)	392.7
Attributable to:
Owners of the Company		(155.3)	382.6
Non-controlling interests	4.7	10.1	10.1
		(145.2)	392.7

The Group has initially applied IFRS16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

The above and accompanying notes are an integral part of the financial statements.

Consolidated balance sheet

At 31 December 2019

Notes	2019 £m	20182 £m
Non-current assets
Property, plant and equipment	3.2 194.3	213.6
Intangible assets1	3.3 354.2	328.7
Goodwill1	3.4 1,177.8	1,259.0
Right-of-use assets 2	3.5 480.9	—
Investments in associates	3.8	—
Contract fulfilment assets 3.1.3	275.8	264.2

Financial assets2	4.5 82.2	109.1
Deferred taxation2	2.6 181.6	144.6
Trade and other receivables 3.1.1	26.4	26.2
Current assets	2,777.0	2,345.4
Financial assets2	4.5 25.1	18.2
	12.4
Disposal group assets held for sale	2.8	—
Trade and other receivables2 3.1.1	748.4	771.7
Cash 4.5.4	409.1	957.5
Income tax receivable3	4.5	0.9
	1,199.5	1,748.3
Total assets	3,976.5	4,093.7
Current liabilities
Trade and other payables2,3 3.1.2	619.8	668.7
Deferred income	884.5	980.3
Overdrafts 4.5.4	286.3	314.8
Lease liabilities2 4.4,4.5	81.9	—
Disposal group liabilities held for sale	2.8 7.9	—
Finance liabilities	4.5 351.8	303.1
Provisions2	3.6 71.3	96.8
	2,303.5	2,363.7
Non-current liabilities
Trade and other payables 3.1.2	6.0	11.6
Deferred income	176.5	277.3
Lease liabilities2 4.4,4.5	480.7	—
Financial liabilities	4.5 795.7	1,084.2
Deferred taxation	2.6 16.3	15.2
Provisions2	3.6 9.3	19.4
Employee benefits	5.2 252.5	219.0
	1,737.0	1,626.7
Total liabilities	4,040.5	3,990.4
Net (liabilities)/assets	(64.0)	103.3
Capital and reserves
Share capital	4.6 34.5	34.5
Share premium	4.6 1,143.3	1,143.3
Employee benefit trust and treasury shares	4.6 (11.2)	(11.2)
Capital redemption reserve	1.8	1.8
Other reserves	0.6	3.1
Retained deficit 2,3	(1,295.8)	(1,135.3)
(Deficit)/surplus attributable to owners of the Company	(126.8)	36.2
Non-controlling interests	62.8 4.7	67.1
Total (deficit)/equity	(64.0)	103.3

Goodwill has been presented separately from intangible assets on the face of the balance sheet in line with our commitment to simplify the financial statements.
The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.
The Group has initially applied IFRIC 23 Uncertainty over Income Tax Treatments at 1 January 2019. The cumulative effect of initially applying IFRIC 23 has been recognised in retained earnings at the date of initial application. Comparative information is not restated. Refer to note 2.6 for further details.

The accompanying notes are an integral part of the financial statements.

The accounts were approved by the Board of directors on 4 March 2020 and signed on its behalf by:

Jon Lewis Patrick Butcher

Chief Executive Officer Chief Financial Officer Company registered number: 02081330

Strategic report Corporate governance Financial statements 103

Consolidated statement of changes in equity

For the year ended 31 December 2019

Consolidated balance sheet

Notes

Property, plant and equipment 3.2 194.3 213.6 Intangible assets1 3.3 354.2 328.7 Goodwill1 3.4 1,177.8 1,259.0 Right-of-use assets 2 3.5 480.9 — Investments in associates 3.8 — Contract fulfilment assets 3.1.3 275.8 264.2 Financial assets2 4.5 82.2 109.1 Deferred taxation2 2.6 181.6 144.6 Trade and other receivables 3.1.1 26.4 26.2

Financial assets2 4.5 25.1 18.2 Disposal group assets held for sale 2.8 12.4 — Trade and other receivables2 3.1.1 748.4 771.7 Cash 4.5.4 409.1 957.5 Income tax receivable3 4.5 0.9

Total assets 3,976.5 4,093.7

Trade and other payables2,3 3.1.2 619.8 668.7 Deferred income 884.5 980.3 Overdrafts 4.5.4 286.3 314.8 Lease liabilities2 4.4,4.5 81.9 — Disposal group liabilities held for sale 2.8 7.9 — Finance liabilities 4.5 351.8 303.1 Provisions2 3.6 71.3 96.8

Trade and other payables 3.1.2 6.0 11.6 Deferred income 176.5 277.3 Lease liabilities2 4.4,4.5 480.7 — Financial liabilities 4.5 795.7 1,084.2 Deferred taxation 2.6 16.3 15.2 Provisions2 3.6 9.3 19.4 Employee benefits 5.2 252.5 219.0

Total liabilities 4,040.5 3,990.4 Net (liabilities)/assets (64.0) 103.3

Share capital 4.6 34.5 34.5 Share premium 4.6 1,143.3 1,143.3 Employee benefit trust and treasury shares 4.6 (11.2) (11.2) Capital redemption reserve 1.8 1.8 Other reserves 0.6 3.1 Retained deficit 2,3 (1,295.8) (1,135.3) (Deficit)/surplus attributable to owners of the Company (126.8) 36.2 Non-controlling interests 4.7 62.8 67.1 Total (deficit)/equity (64.0) 103.3

The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect
The Group has initially applied IFRIC 23 Uncertainty over Income Tax Treatments at 1 January 2019. The cumulative effect of initially applying IFRIC 23 has been recognised in retained
Goodwill has been presented separately from intangible assets on the face of the balance sheet in line with our commitment to simplify the financial statements.

Chief Executive Officer Chief Financial Officer Company registered number: 02081330

of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

The accounts were approved by the Board of directors on 4 March 2020 and signed on its behalf by:

earnings at the date of initial application. Comparative information is not restated. Refer to note 2.6 for further details.

The accompanying notes are an integral part of the financial statements.

Jon Lewis Patrick Butcher

2019 £m

2,777.0 2,345.4

1,199.5 1,748.3

2,303.5 2,363.7

1,737.0 1,626.7

20182 £m

At 31 December 2019

Non-current assets

Current assets

Current liabilities

Non-current liabilities

Capital and reserves

	Share capital £m	Share premium £m	Employee benefit trust and treasury shares £m	Capital redemption reserve £m	Retained deficit £m	Other reserves £m	Total attributable to the owners of the parent £m	Non controlling interests £m	Total (deficit)/ equity £m
At 1 January 2018	13.8	501.3	(0.2)	1.8	(1,517.2)	1.5	(999.0)	69.2	(929.8)
Profit for the year	—	—	—	—	269.0	—	269.0	10.1	279.1
Other comprehensive income	—	—	—	—	112.0	1.6	113.6	—	113.6
Total comprehensive income for the year	—	—	—	—	381.0	1.6	382.6	10.1	392.7
Share based payment including deferred tax (note 2.6; note 5.1)	—	—	—	—	3.8	—	3.8	—	3.8
Shares issues /(purchased) (note 4.6)	20.7	642.0	(11.0)	—	—	—	651.7	—	651.7
Equity dividends paid3	—	—	—	—	—	—	—	(12.2)	(12.2)
Movement in put options held by non-controlling interests	—	—	—	—	(2.9)	—	(2.9)	—	(2.9)
At 1 January 2019	34.5	1,143.3	(11.2)	1.8	(1,135.3)	3.1	36.2	67.1	103.3
Impact of change in accounting standards – IFRS 161	—	—	—	—	(26.8)	—	(26.8)	—	(26.8)
Impact of change in accounting standards – IFRIC 232	—	—	—	—	6.2	—	6.2	—	6.2
At 1 January 2019, on adoption of IFRS 161 and IFRC 232	34.5	1,143.3	(11.2)	1.8	(1,155.9)	3.1	15.6	67.1	82.7
(Loss)/profit for the year	—	—	—	—	(64.2)	—	(64.2)	10.1	(54.1)
Other comprehensive expense	—	—	—	—	(88.6)	(2.5)	(91.1)	—	(91.1)
Total comprehensive (expense)/income for the year	—	—	—	—	(152.8)	(2.5)	(155.3)	10.1	(145.2)
Share based payment including deferred tax (note 2.6; note 5.1)	—	—	—	—	3.8	—	3.8	—	3.8
Shares purchased (note 4.6)	—	—	—	—	(0.7)	—	(0.7)	—	(0.7)
Equity dividends paid3	—	—	—	—	—	—	—	(14.4)	(14.4)
Movement in put options held by non-controlling interests	—	—	—	—	9.8	—	9.8	—	9.8
At 31 December 2019	34.5	1,143.3	(11.2)	1.8	(1,295.8)	0.6	(126.8)	62.8	(64.0)

The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.
The Group has initially applied IFRIC 23 Uncertainty over Income Tax Treatments at 1 January 2019. The cumulative effect of initially applying IFRIC 23 has been recognised in retained earnings at the date of initial application. Comparative information is not restated. Refer to note 2.6 for further details.
Dividends paid and proposed: £14.4m (2018: £12.2m) relates to dividends paid in relation to non-controlling interest. No dividends were declared or paid in 2019 or 2018 on ordinary shares. No dividends are proposed on ordinary shares in 2019 (2018: £nil).

Share capital – The balance classified as share capital is the nominal proceeds on issue of the Company's equity share capital, comprising 2 1/15p ordinary shares.

Share premium – The amount paid to the Company by shareholders, in cash or other consideration, over and above the nominal value of shares issued to them.

Employee benefit trust and treasury shares – Shares that have been bought back by the Company which are available for retirement or resale; shares held in the employee benefit trust have no voting rights and do not have entitlement to a dividend.

Capital redemption reserve – The Company can redeem shares by repaying the market value to the shareholder, whereupon the shares are cancelled. Redemption must be from distributable profits. The Capital redemption reserve represents the nominal value of the shares redeemed.

Retained deficit – Net (losses)/profits accumulated in the Group after dividends are paid.

Other reserves – This consists of foreign currency translation reserve surplus of £0.4m (2018: £1.6m surplus) and cash flow hedging reserve surplus of £0.2m (2018: £1.5m surplus).

Non-controlling interests (NCI) – This represents the equity in a subsidiary that is not attributable directly or indirectly to the parent company.

The accompanying notes are an integral part of the financial statements.

104 Capita plc Annual Report 2019

Consolidated cash flow statement

For the year ended 31 December 2019

	Notes	2019 £m	20181 £m
Cash generated/(used) by operations1	2.10	32.8	(75.7)
Cash generated/(used) by discontinued operations		4.7	(99.2)
Income tax (paid)/received		(5.4)	25.3
Net interest paid1		(58.4)	(52.5)
Net cash outflow from operating activities		(26.3)	(202.1)
Cash flows from investing activities
Purchase of property, plant and equipment	3.2	(57.7)	(89.4)
Purchase of intangible assets	3.3	(124.7)	(70.1)
Proceeds from sale of property, plant and equipment/intangible assets	2.3, 3.2, 3.3	0.4	1.9
Additions to investments in associates		(0.6)	—
Deferred consideration received		—	5.2
Cancellation of put options		—	(6.8)
Deferred consideration paid		(1.3)	(11.1)
Contingent consideration paid		(11.8)	(19.8)
Purchase of financial assets		—	(0.9)
Net (loss)/proceeds on disposal of subsidiary undertakings		(8.9)	407.8
Cash disposed of with subsidiary undertakings	2.8	—	(11.2)
Net cash (outflow)/inflow from investing activities		(204.6)	205.6
Cash flows from financing activities
Dividends paid to non-controlling interest		(14.4)	(12.2)
Purchase of shares	4.6	(0.7)	(11.0)
Capital element of lease rental payments1	2.10.3	(93.7)	(0.2)
Issue of share capital net of issue costs	4.6	—	662.7
Repayment of loan notes	2.10.3	(96.8)	(577.2)
Proceeds from fixed rate swaps	2.10.3	10.9	103.6
Repayment of term loan	2.10.3	(100.0)	—
Financing arrangement costs	2.10.3	(1.1)	(3.7)
Net cash (outflow)/inflow from financing activities		(295.8)	162.0
(Decrease)/increase in cash and cash equivalents		(526.7)	165.5
Cash and cash equivalents at the beginning of the period		642.7	478.4
Movement in exchange rates		3.3	(1.2)
Cash and cash equivalents at 31 December		119.3	642.7
Cash and cash equivalents comprise:
Cash	4.5.4	409.1	957.5
Overdrafts	4.5.4	(286.3)	(314.8)
Overdrafts included in disposal group liabilities held for sale	2.8	(3.5)	—
Total		119.3	642.7

Adjusted cash generated from operations	2.10	158.6	71.9
Adjusted free cash flows	2.10	(61.3)	(78.8)

The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

The accompanying notes are an integral part of the financial statements.

Strategic report Corporate governance Financial statements 105

Section 1: Basis of preparation

Notes to the consolidated financial statements

This section sets out the Group's accounting policies relating to the financial statements as a whole. Where an accounting policy is specific to one note, the policy is described in the note to which it relates.

In this section you will also find details of new EU endorsed accounting standards, amendments and interpretations including their effective dates and explanation on the expected impact to the financial position and performance of the Group.

For ease of reference, this symbol has been used to denote any accounting policies included within the notes:

Denotes accounting policies AP

The financial statements consolidate those of Capita plc (the Company) and all of its subsidiaries (the Group). Capita plc is a public limited company incorporated in England and Wales whose shares are publicly traded. The principal activities of the Group are given in the strategic report on pages 20-31.

The consolidated financial statements of Capita plc for the year ended 31 December 2019 were authorised for issue in accordance with a resolution of the Directors on 4 March 2020.

The consolidated financial statements are presented in pound sterling and all values are rounded to the nearest tenth of a million (£m) except when otherwise indicated.

Statement of compliance

104 Capita plc Annual Report 2019

Consolidated cash flow statement

Notes

Cash generated/(used) by operations1 2.10 32.8 (75.7) Cash generated/(used) by discontinued operations 4.7 (99.2) Income tax (paid)/received (5.4) 25.3 Net interest paid1 (58.4) (52.5) Net cash outflow from operating activities (26.3) (202.1)

Purchase of property, plant and equipment 3.2 (57.7) (89.4) Purchase of intangible assets 3.3 (124.7) (70.1) Proceeds from sale of property, plant and equipment/intangible assets 2.3, 3.2, 3.3 0.4 1.9 Additions to investments in associates (0.6) — Deferred consideration received — 5.2 Cancellation of put options — (6.8) Deferred consideration paid (1.3) (11.1) Contingent consideration paid (11.8) (19.8) Purchase of financial assets — (0.9) Net (loss)/proceeds on disposal of subsidiary undertakings (8.9) 407.8 Cash disposed of with subsidiary undertakings 2.8 — (11.2) Net cash (outflow)/inflow from investing activities (204.6) 205.6

Dividends paid to non-controlling interest (14.4) (12.2) Purchase of shares 4.6 (0.7) (11.0) Capital element of lease rental payments1 2.10.3 (93.7) (0.2) Issue of share capital net of issue costs 4.6 — 662.7 Repayment of loan notes 2.10.3 (96.8) (577.2) Proceeds from fixed rate swaps 2.10.3 10.9 103.6 Repayment of term loan 2.10.3 (100.0) — Financing arrangement costs 2.10.3 (1.1) (3.7) Net cash (outflow)/inflow from financing activities (295.8) 162.0 (Decrease)/increase in cash and cash equivalents (526.7) 165.5 Cash and cash equivalents at the beginning of the period 642.7 478.4 Movement in exchange rates 3.3 (1.2) Cash and cash equivalents at 31 December 119.3 642.7

Cash 4.5.4 409.1 957.5 Overdrafts 4.5.4 (286.3) (314.8) Overdrafts included in disposal group liabilities held for sale 2.8 (3.5) — Total 119.3 642.7

Adjusted cash generated from operations 2.10 158.6 71.9 Adjusted free cash flows 2.10 (61.3) (78.8) 1. The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect

of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

The accompanying notes are an integral part of the financial statements.

2019 £m 20181 £m

For the year ended 31 December 2019

Cash flows from investing activities

Cash flows from financing activities

Cash and cash equivalents comprise:

The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group at 31 December each year. Subsidiaries are consolidated from the date on which control is transferred to the Group until control is transferred out of the Group. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting year during which Capita plc has control and the profit or loss on disposal is calculated as the difference between the fair value of the consideration received and the carrying amount of the assets (including goodwill) disposed of. Losses applicable to the non-controlling interests in a subsidiary are attributed to the non-controlling interests even if that results in the non-controlling interests having a deficit balance.

Investments in associates are accounted using the equity method. Under the equity method, the investment in the entity is stated as one line item at cost plus the investor's share of retained post-acquisition profits or losses and other changes in net assets less any impairment.

Going concern

In determining the appropriate basis of preparation of the financial statements for the year ended 31 December 2019, the Directors are required to consider whether the Group and Parent Company can continue in operational existence for the foreseeable future.

Accounting standards require that an entity considers period of at least 12 months when assessing going concern, although do not specify how far beyond 12 months from the date of approval of the financial statements an entity should consider. Given Capita's transformation plan as described earlier in the strategic report the Board has assessed a longer period, to 31 August 2022, and with risks and mitigations that align with the viability assessment as set out on page 19.

The base-case projections prepared for the going concern are derived from the 2020-2022 business plans as approved by the Board. These capture the key benefits that the transformation plan will deliver, and the costs to achieve these. In recognition of the downside scenarios that the Board is obliged to consider for assessing robustly going concern, the projections have been adjusted to be necessarily more cautious in order to gauge the short to medium term resilience of the Group and Parent Company to unexpected risks arising.

The Board has applied a robust process to assess the resilience of the forecast out-turns. This assessment included applying severe but plausible downside risks as set out in the viability statement on page 48. To address these risks the Board has considered mitigating factors that could be employed that would address the impact and provide options to the Group and Parent Company.

The assessment has taken into account the Group's existing debt levels, committed funding and available liquidity. In addition to the revolving credit facility (RCF), in February 2020 the Group agreed a backstop liquidity facility of £150m. The Group's revolving credit facility matures in August 2022; and the Group's backstop facility has an initial maturity in February 2021 and is extendable at the option of the Group to a final maturity in August 2022.

The Group's committed revolving credit facility, backstop liquidity facility, and private placement loan notes are subject to compliance with covenant requirements including maximum ratios of adjusted net debt to adjusted EBITDA and interest cover. The covenants are tested semiannually.

The Group had net debt of £1,353.2m at 31 December 2019 (2018: £466.1m) and adjusted net debt of £832.7m at 31 December 2019 (2018: £494.7m). Net debt increased in 2019 as a result of the adoption of IFRS 16 Leases (31 December 2019: £562.6m of lease liabilities). Net debt is reported in note 2.10 Cash flow information and is used to calculate headline leverage (adjusted net debt to adjusted EBITDA) and covenanted adjusted net debt to adjusted EBITDA ratio (refer to the alternative performance measures in section 8.2).

The Group's covenanted maximum adjusted net debt to adjusted EBITDA ratio is 3.0 times to 3.5 times depending on the debt instrument in question. The impact of IFRS 16 adoption on the ratio is neutral, as the Group covenants are calculated using GAAP applied before the adoption of IFRS 16, with the exception of the US private placement loan notes. The US private placement loan notes covenant test is favourably impacted by IFRS 16 adoption. The Group's calculation of covenanted adjusted net debt to adjusted EBITDA at 31 December 2019 was 2.2 times (2018: 1.2 times), and the US private placement loan notes ratio was 1.7 times.

106 Capita plc Annual Report 2019

Section 1: Basis of preparation continued

The Group's minimum permitted interest cover level is 4.0 times. The interest cover covenant was 11.2 times for the US private placement loan notes and 10.8 times for other financing arrangements (2018: 8.2 times). As the comparatives have not been restated on the adoption of IFRS 16, the December 2018 ratio only provides a meaningful comparison in the case of the other financing arrangements and therefore no comparatives are shown for the US private placement loan notes.

Based on the above robust assessment the Board believes that the Group and Company will continue to have adequate financial resources to realise their assets and discharge their liabilities as they fall due. Accordingly, the Directors have formed the judgement that it is appropriate to prepare the financial statements on the going concern basis. Therefore, the financial statements do not include any adjustments which would be required if the going concern basis of preparation were deemed inappropriate.

Foreign currency translation

The functional and presentation currency of Capita plc and its UK subsidiaries is the pound sterling (£). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the consolidated income statement with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign operation. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the consolidated income statement.

The functional currencies of overseas operations include the euro, Indian rupee, South African rand, and the US dollar. At the reporting date, the assets and liabilities of the overseas operations are retranslated into the presentation currency of Capita plc at the rate of exchange ruling at the balance sheet date and their income statements are translated at the weighted average exchange rate for the year.

On transition to IFRS, the Group's cumulative translation difference was deemed to be nil as a result of taking advantage of the exemptions available under IFRS 1. All subsequent disposals shall exclude any translation differences arising prior to the date of transition.

Recoverable amount of non-current assets

At each reporting date, the Group assesses whether there is any indication that a non-current asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

Significant accounting judgements, estimates and assumptions

The preparation of financial statements in line with generally accepted accounting principles requires the Directors to make judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported income and expense during the presented periods. Although these judgements and assumptions are based on the Directors' best knowledge of the amount, events or actions, actual results may differ.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are summarised below and set out in more detail in the related note:

Contract accounting (note 2.1)
Impairment of contract fulfilment assets
Onerous contract provisions
The measurement of intangible assets other than goodwill in a business combination (note 3.3)
The assessment of costs capitalised as intangible assets to generate future economic benefits (note 3.3)
The measurement and impairment of goodwill (note 3.4)
The measurement of defined benefit obligations (note 5.2)
The measurement of provisions (note 3.6) and contingent liabilities (note 6.2)
For ease of reference, this symbol has been used to denote significant accounting judgements, where they occur within the note:

J Denotes significant accounting judgements

Section 1: Basis of preparation continued

Notes to the consolidated financial statements continued

New standards and interpretations adopted

107 Capita plc Annual Report 2019

106 Capita plc Annual Report 2019

are shown for the US private placement loan notes.

Foreign currency translation

consolidated income statement.

Recoverable amount of non-current assets

• Contract accounting (note 2.1)

– Onerous contract provisions

– Impairment of contract fulfilment assets

• The measurement and impairment of goodwill (note 3.4) • The measurement of defined benefit obligations (note 5.2)

Denotes significant accounting judgements

Significant accounting judgements, estimates and assumptions

knowledge of the amount, events or actions, actual results may differ.

• The measurement of provisions (note 3.6) and contingent liabilities (note 6.2)

Notes to the consolidated financial statements continued

a foreign operation. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the

balance sheet date and their income statements are translated at the weighted average exchange rate for the year.

not generate cash inflows that are largely independent of those from other assets or groups of assets.

liabilities within the next financial year are summarised below and set out in more detail in the related note:

• The assessment of costs capitalised as intangible assets to generate future economic benefits (note 3.3)

• The measurement of intangible assets other than goodwill in a business combination (note 3.3)

available under IFRS 1. All subsequent disposals shall exclude any translation differences arising prior to the date of transition.

Tax charges and credits attributable to exchange differences on those borrowings are also dealt with in equity. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The functional currencies of overseas operations include the euro, Indian rupee, South African rand, and the US dollar. At the reporting date, the assets and liabilities of the overseas operations are retranslated into the presentation currency of Capita plc at the rate of exchange ruling at the

consolidated income statement with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in

The exchange differences arising on the retranslation are taken directly to a separate component of equity. On disposal of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular foreign operation shall be recognised in the income statement. On transition to IFRS, the Group's cumulative translation difference was deemed to be nil as a result of taking advantage of the exemptions

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and

• For ease of reference, this symbol has been used to denote significant accounting judgements, where they occur within the note:

Section 1: Basis of preparation continued

required if the going concern basis of preparation were deemed inappropriate.

The accounting policies adopted are consistent with those of the previous financial year except for the adoption of IFRS 16 Leases (see note 6.4) and IFRIC 23 (see note 2.6). In addition, the Group has adopted the new amendments to standards detailed below but they do not have a material effect on the Group's financial statements.

New amendments or interpretation	Effective date
Prepayment Features with Negative Compensation (Amendments to IFRS 9)	1 January 2019
Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28)	1 January 2019
Plan Amendment, Curtailment or Settlement (Amendments to IAS 19)	1 January 2019
Annual Improvements to IFRS Standards 2015–2017 Cycle (Amendments to IFRS 3, IFRS 11, IAS 12 and IAS 23)	1 January 2019

New standards and interpretations not yet adopted

The IASB have issued the following standards, amendments and interpretations with an effective date after the date of these financial statements. These are effective for annual periods beginning on or after the date indicated:

International Accounting Standards (IAS/IFRS)	Effective date
Not yet endorsed by the EU:
IFRS 17 Insurance Contracts	1 January 2021
Amendments to References to the Conceptual Framework in IFRS Standards	1 January 2020
Amendments to IFRS 3 Business Combinations	1 January 2020
Amendments to IAS 1 and IAS 8: Definition of Material	1 January 2020
Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)	1 January 2020

Section 2: Results for the year

This section contains notes related to the financial performance of the Group. These include:

2.1 Contract accounting
2.2 Revenue including segmental revenue
2.3 Operating profit
2.4 Adjusted operating profit and adjusted profit before tax
2.5 Segmental information
2.6 Taxation
2.7 Earnings/(loss) per share
2.8 Business exits and assets held for sale
2.9 Discontinued operations
2.10 Cash flow information

Denotes accounting policies

Denotes significant accounting judgements

Key highlights

Adjusted revenue1

£3,647.4m £(61.3)m (2018: £3,814.7m) (2018: £(78.8)m)

Adjusted profit before tax1 Aim: achieve long-term growth in profit

£275.0m 13.09p

(2018: £281.2m) (2018: 16.33p)

Reported revenue Reported free cash flow £3,678.6m £(213.0)m (2018: £3,918.4m) (2018: £(260.5)m)

£(62.6)m (4.18)p (2018: £272.6m) (2018: 17.99p)

Adjusted free cash flow1 Aim: Achieve sustainable, long-term free cash flow growth

Strategic report Corporate governance Financial statements 108

Adjusted earnings per share (EPS)1 Aim: achieve long-term growth in EPS

Reported (loss)/profit before tax Reported (loss)/earnings per share (EPS) – continuing operations

Definitions of the alternative performance measures and related KPI's can be found in section 8.2.

Notes to the consolidated financial statements continued

In 2019 the Group's adjusted revenue1 continued to decline, additionally with lower margins on new business. The Group continued to invest in its transformation plan and growth. The negative impact on adjusted profit before tax1 of these items was partially off-set by cost out and one-off benefits. The lower level of profit, higher tax payments and capital expenditure, combined with continued structural working capital outflows resulted in adjusted free cash outflow1 of £61.3m.

The Group incurred additional cash outflows of £273.6m, which included outflows relating to restructuring, pension deficit payments, business exits and discontinued operations. This resulted in headline net debt increasing to £790.6m at the top end of our headline adjusted net debt to adjusted EBITDA range.

Revenue

109 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 108

Section 2: Results for the year

2.4 Adjusted operating profit and adjusted profit before tax

Denotes significant accounting judgements

(2018: £3,814.7m) (2018: £(78.8)m)

(2018: £281.2m) (2018: 16.33p)

(2018: £3,918.4m) (2018: £(260.5)m)

(2018: £272.6m) (2018: 17.99p)

£275.0m 13.09p

Reported revenue Reported free cash flow

£(62.6)m (4.18)p

Definitions of the alternative performance measures and related KPI's can be found in section 8.2.

£3,678.6m £(213.0)m

Reported (loss)/profit before tax Reported (loss)/earnings per share

£3,647.4m £(61.3)m

2.2 Revenue including segmental revenue

2.8 Business exits and assets held for sale

Denotes accounting policies

2.1 Contract accounting

2.5 Segmental information

2.7 Earnings/(loss) per share

2.9 Discontinued operations 2.10 Cash flow information

2.3 Operating profit

2.6 Taxation

Key highlights

Adjusted revenue1

Adjusted profit before tax1 Aim: achieve long-term growth in profit

This section contains notes related to the financial performance of the Group. These include:

Adjusted free cash flow1 Aim: Achieve sustainable, long-term

Adjusted earnings per share (EPS)1 Aim: achieve long-term growth in EPS

(EPS) – continuing operations

free cash flow growth

Adjusted revenue1 declined by 4.4% year on year. For additional information, which does not form part of the financial statements, the Chief Financial Officers review in the Strategic report includes a bridge of drivers of the movement.

There were one-offs in 2018 of £48.0m related to the release of deferred income on termination of the Prudential UK (life) and Marsh (general insurance) contracts, and a reduction in revenue from contract losses due to the flow through of contracts lost in 2018 as well as contracts lost in 2019 which included the hand back of local government contracts. Movements relating to scope and volumes changes and transactional changes were a reflection of higher competition and market pressures for some clients in their markets. Contract wins included TfL and various Customer Management clients. In 2019, one-off benefits similar to 2018, of £39.3m, arose from contract termination payments and deferred income releases on modifications and earlier than planned terminations.

The difference of £31.2m between adjusted revenue of £3,647.4m and reported revenue of £3,678.6m related to business exits in the year (refer to note 2.8).

Profit before tax

Adjusted profit before tax1 declined by 2.2% year on year. For additional information, which does not form part of the financial statements, the Chief Financial Officers review in the Strategic report includes a bridge of drivers of the movement.

The adjusted profit before tax1 decreased as a result of the profit impact of contract losses, and reduction in scope and volume due to challenging end markets. Further decreases were as a result of cost change, relating predominantly to wage increases, and investments in growth propositions, cyber resilience and improved service delivery. These movements were offset by contract improvements, due to improved performance on challenging contracts, including PCSE, RPP and mobilcom-debitel and cost reduction initiatives undertaken in the year which helped to drive additional cost savings. Overall, the adjusted profit before tax1 in 2019 benefited from one-offs of £28.2m relating to contract terminations, settlements and modifications, and £41.4m of group benefits including lower incentive payments.

Adjusted profit before tax1 excludes a number of specific items so users of the financial statements can more clearly understand the financial performance of the business. A reconciliation of the adjusted profit before tax1 to reported profit before tax is detailed in note 2.4.

Reported operating profit for the year was £0.4m (2018: £34.9m). Details of items charged/credited in arriving at operating profit can be found in note 2.3.

Reported loss before tax was £62.6m (2018: profit £272.6m). A reconciliation of the adjusted profit before tax1 to reported profit is detailed in note 2.4. The decline year-on-year is due to 2018's profit of £309.7m on the disposal of businesses including Constructionline and ParkingEye.

Taxation

The income tax charge of £43.5m on adjusted profit before tax1 resulted in an adjusted tax rate of 15.8% (2018: income tax charge of £27.2m and adjusted tax rate 9.7%). The adjusted tax rate is returning to a level closer to the UK corporation tax rate of 19%. In 2019, the difference from the UK statutory rate of tax is predominantly due to:

the release of some of the uncertain tax positions relating to tax expenses which are no longer considered likely to arise, due to expiry of statute of limitation (note 2.6.4),
prior year adjustments to align the tax positions to filed tax returns; and
an unremitted earnings charge in respect of potential dividend distributions from subsidiaries subject to dividend withholding taxes levied by the overseas tax jurisdictions in which the subsidiaries operate (note 2.6.3).

Earnings per share (EPS)

The movement in adjusted basic earnings per share1 for continuing operations and reported basic earnings per share was as a result of the performance explained above.

Dividend

The Board is not recommending the payment of a final dividend (2018: £nil). However, the Board recognises the importance of regular dividend payments to investors in forming part of their total shareholder return and will consider the payment of dividends when the Group is generating sufficient sustainable free cash flow.

Definitions of the alternative performance measures and related KPI's can be found in section 8.2.

Adjusted free cash flow1

As expected, adjusted free cash flow1 in 2019 was an outflow. This outflow was affected by the decline in operating profit explained above. There are also a number of items that can lead to significant differences between profit and the generation of free cash flow.

Strategic report Corporate governance Financial statements 110

We have analysed working capital between 'contractual' – being those balances which relate to long-term contract unwinds of deferred income, contract fulfilment assets and accrued income to derive cash from trading operations, and 'other working capital' – which represents routine normal working capital items such as trade receivables, trade payables and prepayments.

Adjusted operating profitto adjusted free cash flow1	2019 £m	2018 £m
Adjusted operating profit1	306.1	334.4
Add: depreciation, amortisation of intangible assets, impairment of property, plant and equipment and share of earnings in associates	88.4	90.9
Adjusted EBITDA	394.5	425.3
Contractual working capital movement (deferred income, contract fulfilment assets and accrued income)	(228.7)	(217.0)
Cash from trading operations*	165.8	208.3
Other working capital and other movements	(7.2)	(26.4)
Cash generated by operations before non-recourse receivable financing	158.6	181.9
Non-recourse receivables financing cleared	—	(110.0)
Cash generated by operations	158.6	71.9
Interest	(32.7)	(39.0)
Taxation	(5.4)	26.6
Net capital expenditure	(181.8)	(138.3)
Adjusted free cash flow1	(61.3)	(78.8)

* Cash from trading operations defined as adjusted EBITDA less contractual working capital movements.

Cash from trading operations declined to £165.8m (2018 £208.3m) due to reduction in adjusted EBITDA. Contractual working capital movement increased with an outflow of £78m (2018: outflow £70m) relating to contracts which were terminated or renegotiated in the year, which is not planned to reoccur in 2020; and an outflow of £150m (2018: outflow £147m) relating to continuing contracts expected to reduce in 2020 due to additional payments on account (DFRP) and reduction in transformation spend. Other working capital related cash reflected actions taken to improve working capital which will continue in to 2020.

Taxation has moved from a cash inflow in 2018 to an outflow in 2019, reflecting corporation tax repayments received in 2018 following the adoption of IFRS 15.

Definitions of the alternative performance measures and related KPI's can be found in section 8.2.

Notes to the consolidated financial statements continued

2.1 Contract accounting

111 Capita plc Annual Report 2019

At 31 December 2019, the Group had the following results and balance sheet items related to long-term contracts:

	Notes	2019 £m	2018 £m
Long-term contractual adjusted revenue	2.2	2,615.4	2,728.4
Deferred income		1,061.0	1,257.6
Contract fulfilment assets	3.1.3	275.8	264.2
Onerous contract provisions	3.6	6.1	7.4

Background

Strategic report Corporate governance Financial statements 110

£m

2018 £m

in 2019 was an outflow. This outflow was affected by the decline in operating profit explained above. There

Section 2: Results for the year continued

normal working capital items such as trade receivables, trade payables and prepayments.

* Cash from trading operations defined as adjusted EBITDA less contractual working capital movements.

infrastructure increased, and investment in technology and growth ramped up.

Definitions of the alternative performance measures and related KPI's can be found in section 8.2.

improve working capital which will continue in to 2020.

adoption of IFRS 15.

are also a number of items that can lead to significant differences between profit and the generation of free cash flow.

Add: depreciation, amortisation of intangible assets, impairment of property, plant and equipment and share of

Adjusted operating profit1 306.1 334.4

earnings in associates 88.4 90.9 Adjusted EBITDA 394.5 425.3 Contractual working capital movement (deferred income, contract fulfilment assets and accrued income) (228.7) (217.0) Cash from trading operations* 165.8 208.3 Other working capital and other movements (7.2) (26.4) Cash generated by operations before non-recourse receivable financing 158.6 181.9 Non-recourse receivables financing cleared — (110.0) Cash generated by operations 158.6 71.9 Interest (32.7) (39.0) Taxation (5.4) 26.6 Net capital expenditure (181.8) (138.3) Adjusted free cash flow1 (61.3) (78.8)

Taxation has moved from a cash inflow in 2018 to an outflow in 2019, reflecting corporation tax repayments received in 2018 following the

As expected, net capital expenditure increased in 2019 in line with the transformation objectives as the investment in property and IT

Adjusted operating profitto adjusted free cash flow¹ ²⁰¹⁹

Adjusted free cash flow1

As expected, adjusted free cash flow1

The Group operates a number of diverse businesses. The majority of the Group's revenue is from contracts greater than two years in duration (long-term contractual), 72% of Group adjusted revenue in 2019 (2018: 72%).

These long-term contracts can be complex in nature given the breadth of solutions the Group offers and the transformational activities involved. Typically, Capita takes a customer's process and transforms it into a more efficient and effective solution which is then operated for the customer. The outcome is a high quality solution that addresses a customer's needs, delivered consistently over the life of the contract.

The Group recognises revenue on long-term contracts as the value is delivered to the customer, which is generally evenly over the contract term, regardless of any restructuring and transformation activity. Capita will often incur greater costs during the transformation phase with costs diminishing over time as the target operating model is implemented and efficiencies realised. This results in lower profits or losses in the early years of contracts and potentially higher profits in later years as the transformation activities are successfully completed and the target operating model fully implemented (the business as usual, or BAU, phase). The inflection point is when the contract becomes profitable.

Contract fulfilment assets are recognised for those costs qualifying for capitalisation and the utilisation of these assets is recognised over the contract term. The cash received from our customers reflects when the costs are incurred to transform, restructure and run the service. This results in income being deferred and released as the Group continues to deliver against its obligation to provide services and solutions to its customers.

An example, showing the revenue, cost, profit and cash profit of a typical long-term contract lifecycle is as follows:

Significant accounting judgements, estimates and assumptions

Due to the size and complexity of some of the Group's contracts, there are significant judgements to be applied, specifically in assessing 1) the recoverability of contract fulfilment assets and 2) completeness of onerous contract provisions. These judgements are dependent on assessing the contract's future profitability.

It should be noted while management must make judgements in relation to applying the revenue recognition policy and recognition related balance sheet items (trade receivables, deferred income, accrued income) these are not considered significant judgements (refer to note 2.2 for the Group's policies).

2.1 Contract accounting continued

Assessing contract profitability

In assessing a contract's future lifetime profitability, management must estimate forecast revenue and costs to both transform and run the service over the remaining contract term. The ability to accurately forecast the outcomes involves estimates in respect of: costs to be incurred; cost savings to be achieved; future performance against any contract-specific key performance indicators (KPIs) that could trigger variable consideration or service credits, and the outcome of any commercial negotiations.

Strategic report Corporate governance Financial statements 112

The level of uncertainty in the estimated future profitability of a contract is directly related to the stage of the life-cycle of the contract and the complexity of the performance obligations. Contracts in the transformation stage and pre-inflection, are considered to have a higher level of uncertainty due to:

the ability to accurately estimate the costs to deliver the transformed process;
the dependency on the customer to agree to the specifics of the transformation, for example where they are involved in signing off that the new process or the new technical solution designed by Capita meets their specific requirements; and
the assumptions made to forecast expected savings in the target operating model.
Those contracts which are post-inflection and in BAU stage tend to have a much lower level of uncertainty in estimating the contract future profitability.

Recoverability of contract fulfilment assets and completeness of onerous contract provisions

Management first assesses whether the contract assets are impaired and then further considers whether an onerous contract exists. The Audit and Risk Committee specifically review the material judgements and estimates and the overall approach in respect of the Group's major contracts for each reporting period, including comparison against previous forecasts. Major contracts include those that are material in size or risk to the Group's results. Other contracts are reported to the Audit and Risk Committee as deemed appropriate. These contracts are collectively referred to as "major contracts" in the remainder of this note.

The major contracts contributed £1.4billion (2018: £1.3billion) or 39% (2018: 35%) of Group adjusted revenue. Non-current contract fulfilment assets as at 31 December 2019 were £275.8m, of which £80.7m (2018: £55.2m) related to major contracts with on-going transformational activities. The remainder relates to contracts post transformation and includes non-major contracts.

The major contracts, both pre and post transformation, are rated according to their financial risk profile, which is linked to the level of uncertainty over future assumptions. For those that are in the high and medium rated risk categories the associated non-current contract fulfilment assets in aggregate were £52.4m at 31 December 2019 (2018: £37.5m). The recoverability of these assets is dependent on no significant adverse change in the key contract assumptions arising in the next financial year. The deferred income associated with these contracts was £243.6m at 31 December 2019 (2018: £336.3m) and is forecast to be recognised as performance obligations continue to be delivered over the life of the respective contracts.

Following these reviews, as outlined in note 3.1.3, contract fulfilment asset provisions for impairment of £9.6m (2018: £22.2m) were identified and recognised within adjusted cost of sales, of which, £2.2m (2018: £22.2) relates to contract fulfilment assets added during the period. There were no material onerous contract provisions recognised in the period.

Given the quantum of the relevant contract assets and liabilities management has considered the nature of the estimates noted above and concluded that it is reasonably possible, on the basis of existing knowledge, that outcomes within the next financial year may be different from management's assumptions and could require a material adjustment to the carrying amounts of contract assets and onerous contract provisions. However, as noted above, £80.7m of non-current contract fulfilment assets relates to major contracts with on-going transformational activities and £52.4m of non-contract fulfilment assets relates to the highest and medium rated risk category. Due to the level of uncertainty, combination of variables and timing across numerous contracts, it is not practical to provide a quantitative analysis of the aggregated judgements that are applied, and management do not believe that disclosing a potential range of outcomes on a consolidated basis would provide meaningful information to a reader of the accounts. Due to commercial sensitivities, Capita does not specifically disclose the amounts involved on any individual contract. Additional information, which does not form part of the financial statements, on the results and performance of the underlying divisions including the outlook on certain contracts is set out in the strategic report.

2.2 Revenue including segmental revenue

Accounting policies AP

Revenue

The Group generates revenue largely in the UK and Europe. The Group operates a number of diverse businesses and accordingly applies a variety of methods for revenue recognition, based on the principles set out in IFRS 15.

The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer.

Revenue is recognised either when the performance obligation in the contract has been performed (so 'point in time' recognition) or 'over time' as control of the performance obligation is transferred to the customer.

For all contracts, the Group determines if the arrangement with a customer creates enforceable rights and obligations. This assessment results in certain Master Service Agreements (MSAs) or Frameworks not meeting the definition of a contract under IFRS 15 and as such the individual calloff agreements, linked to the MSA, are treated as individual contracts.

The Group enters into contracts which contain extension periods, where either the customer or both parties can choose to extend the contract or there is an automatic annual renewal, and/or termination clauses that could impact the actual duration of the contract. Judgement is applied to assess the impact that these clauses have when determining the appropriate contract term. The term of the contract impacts both the period over which revenue from performance obligations may be recognised and the period over which contract fulfilment assets and capitalised costs to obtain a contract are expensed.

Notes to the consolidated financial statements continued

2.2 Revenue including segmental revenue continued

For contracts with multiple components to be delivered such as transformation, transitions and the delivery of outsourced services, management applies judgement to consider whether those promised goods and services are:

(i) distinct – to be accounted for as separate performance obligations;

(ii) not distinct – to be combined with other promised goods or services until a bundle is identified that is distinct; or

(iii) part of a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer.

At contract inception the total transaction price is estimated, being the amount to which the Group expects to be entitled and has rights to under the present contract. This includes an assessment of any variable consideration where the Group's performance may result in additional revenues based on the achievement of agreed KPIs. Such amounts are only included based on the expected value or the most likely outcome method, and only to the extent that it is highly probable that no revenue reversal will occur.

The transaction price does not include estimates of consideration resulting from change orders for additional goods and services unless these are agreed.

Once the total transaction price is determined, the Group allocates this to the identified performance obligations in proportion to their relative stand-alone selling prices and recognises revenue when (or as) those performance obligations are satisfied.

The Group infrequently sells standard products with observable stand-alone prices due to the specialised services required by clients and therefore the Group applies judgement to determine an appropriate standalone selling price. More frequently, the Group sells a customer bespoke solution, and in these cases the Group typically uses the expected cost-plus margin or a contractually stated price approach to estimate the stand-alone selling price of each performance obligation.

The Group may offer price step downs during the life of a contract, but with no change to the underlying scope of services to be delivered. In general, any such variable consideration, price step down or discount is included in the total transaction price to be allocated across all performance obligations unless it relates to only one performance obligation in the contract.

For each performance obligation to be recognised over time, the Group applies a revenue recognition method that faithfully depicts the Group's performance in transferring control of the goods or services to the customer. This decision requires assessment of the real nature of the goods or services that the Group has promised to transfer to the customer. The Group applies the relevant output or input method consistently to similar performance obligations in other contracts.

When using the output method, the Group recognises revenue on the basis of direct measurements of the value to the customer of the goods and services transferred to date relative to the remaining goods and services under the contract. Where the output method is used, in particular for long-term service contracts where the series guidance is applied, the Group often uses a method of time elapsed which requires minimal estimation. Certain long-term contracts use output methods based upon estimation of number of users, level of service activity or fees collected.

If performance obligations in a contract do not meet the overtime criteria, the Group recognises revenue at a point in time when the service or good is delivered.

Contract modifications

113 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 112

Section 2: Results for the year continued

consideration or service credits, and the outcome of any commercial negotiations.

• the ability to accurately estimate the costs to deliver the transformed process;

• the assumptions made to forecast expected savings in the target operating model.

process or the new technical solution designed by Capita meets their specific requirements; and

Recoverability of contract fulfilment assets and completeness of onerous contract provisions

activities. The remainder relates to contracts post transformation and includes non-major contracts.

• the dependency on the customer to agree to the specifics of the transformation, for example where they are involved in signing off that the new

Those contracts which are post-inflection and in BAU stage tend to have a much lower level of uncertainty in estimating the contract future

The Group generates revenue largely in the UK and Europe. The Group operates a number of diverse businesses and accordingly applies a

The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is

Revenue is recognised either when the performance obligation in the contract has been performed (so 'point in time' recognition) or 'over time' as

2.1 Contract accounting continued

as "major contracts" in the remainder of this note.

no material onerous contract provisions recognised in the period.

2.2 Revenue including segmental revenue

control of the performance obligation is transferred to the customer.

off agreements, linked to the MSA, are treated as individual contracts.

Accounting policies

transferred to the customer.

obtain a contract are expensed.

Revenue

divisions including the outlook on certain contracts is set out in the strategic report.

variety of methods for revenue recognition, based on the principles set out in IFRS 15.

Assessing contract profitability

uncertainty due to:

profitability.

respective contracts.

The Group's contracts are often amended for changes in contract specifications and requirements. Contract modifications exist when the amendment either creates new or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price and the Group's measure of progress for the performance obligation to which it relates, is recognised as an adjustment to revenue in one of the following ways:

a) prospectively as an additional separate contract;

b) prospectively as a termination of the existing contract and creation of a new contract;
c) as part of the original contract using a cumulative catch up; or
d) as a combination of (b) and (c).

For contracts for which the Group has decided there is a series of distinct goods and services that are substantially the same and have the same pattern of transfer where revenue is recognised over time, the modification will always be treated under either (a) or (b); (d) may arise when a contract has a part-termination and a modification of the remaining performance obligations.

The facts and circumstances of any contract modification are considered individually as the types of modifications will vary contract by contract and may result in different accounting outcomes.

Judgement is applied in relation to the accounting for such modifications where the final terms or legal contracts have not been agreed prior to the period end as management need to determine if a modification has been approved and if it either creates new or changes existing enforceable rights and obligations of the parties. Depending upon the outcome of such negotiations, the timing and amount of revenue recognised may be different in the relevant accounting periods. Modification and amendments to contracts are undertaken via an agreed formal process. For example, if a change in scope has been approved but the corresponding change in price is still being negotiated, management use their judgement to estimate the change to the total transaction price. Importantly, any variable consideration is only recognised to the extent that it is highly probable that no revenue reversal will occur.

Principal versus agent

The Group has arrangements with some of its clients whereby it needs to determine if it acts as a principal or an agent as more than one party is involved in providing the goods and services to the customer. The Group acts as a principal if it controls a promised good or service before transferring that good or service to the customer. The Group is an agent if its role is to arrange for another entity to provide the goods or services. Factors considered in making this assessment are most notably the discretion the Group has in establishing the price for the specified good or service, whether the Group has inventory risk and whether the Group is primarily responsible for fulfilling the promise to deliver the service or good.

This assessment of control requires judgement in particular in relation to certain service contracts. An example is the provision of certain recruitment and learning services where the Group may be assessed to be agent or principal dependent upon the facts and circumstances of the arrangement and the nature of the services being delivered.

Where the Group is acting as a principal, revenue is recorded on a gross basis. Where the Group is acting as an agent, revenue is recorded at a net amount reflecting the margin earned.

2.2 Revenue including segmental revenue continued

Licences

Software licences delivered by the Group can either be right to access ('active') or right to use ('passive') licences, which determines the timing of revenue recognition. The assessment of whether a licence is active or passive involves judgement.

Strategic report Corporate governance Financial statements 114

The key determinant of whether a licence is active is whether the Group is required to undertake continuing activities that significantly affect the licensed intellectual property (or the customer has a reasonable expectation that it will do so) and the customer is, therefore, exposed to positive or negative impacts resulting from those changes. The Group is in a majority of cases responsible for any maintenance, continuing support, updates and upgrades and accordingly the sale of the initial software is not distinct. All other licences which have significant stand-alone functionality are treated as passive licences.

When software upgrades are sold as part of the software licence agreement (i.e. software upgrades are promised to the customer), the Group applies judgement to assess whether the software upgrade is distinct from the licence (i.e. a separate performance obligation). If the upgrade is considered fundamental to the ongoing use of the software by the customer, the upgrades are not considered distinct and not accounted for as a separate performance obligation.

The Group considers for each contract that includes a separate licence performance obligation all the facts and circumstances in determining whether the licence revenue is recognised over time ('active') or at a point in time ('passive') from the go live date of the licence.

Deferred and accrued income

The Group's customer contracts include a diverse range of payment schedules dependent upon the nature and type of goods and services being provided. This can include performance-based payments or progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for transactional goods and services may be at delivery date, in arrears or part payment in advance. Our long-term service contracts tend to have higher cash flows early on in the contract to cover transformational activities.

Where payments made to date are greater than the revenue recognised to date at the period end date, the Group recognises a deferred income contract liability for this difference. Where payments made are less than the revenue recognised at the period end date, the Group recognises an accrued income contract asset for this difference.

At each reporting date, the Group assesses whether there is any indication that accrued income assets may be impaired by considering whether the revenue remains highly probable that no revenue reversal will occur. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Contract types

The Group disaggregates revenue from contracts with customers by contract type, as management believe this best depicts how the nature, amount, timing and uncertainty of the Group's revenue and cash flows are affected by economic factors. Categories are: 'long-term contractual – greater than two years'; and 'short-term contractual – less than two years', and 'transactional'. Years based from service commencement date.

Long-term contractual – greater than two years

The Group provides a range of services in the majority of its reportable segments under customer contracts with a duration of more than two years. The nature of contracts or performance obligations categorised within this revenue type is diverse and includes:

(i) long-term outsourced service arrangements in the public and private sectors; and

(ii) active software licence arrangements.

Majority of the long-term contractual contracts form part of a series of distinct goods and services as they are substantially the same service; and have the same pattern of transfer (as the series constitutes services provided in distinct time increments (eg daily, monthly, quarterly or annual services)) and therefore treats the series as one performance obligation.

Short-term contractual – less than two years

The nature of contracts or performance obligations categorised within this revenue type is diverse and includes:

(i) short-term outsourced service arrangements in the public and private sectors; and

(ii) software maintenance contracts.

The Group has assessed that maintenance and support (i.e. on-call support, remote support) for software licences is a performance obligation that can be considered capable of being distinct and separately identifiable in a contract if the customer has a passive licence. These recurring services are substantially the same as the nature of the promise is for the Group to 'stand ready' to perform maintenance and support when required by the customer. Each day of standing ready is then distinct from each following day and is transferred in the same pattern to the customer.

Transactional (point in time) contracts

The Group delivers a range of goods or services in all reportable segments that are transactional services for which revenue is recognised at the point in time when control of the goods or services has transferred to the customer. This may be at the point of physical delivery of goods and acceptance by a customer or when the customer obtains control of an asset or service in a contract with customer-specified acceptance criteria.

The nature of contracts or performance obligations categorised within this revenue type is diverse and includes:

(i) provision of IT hardware goods;

(ii) passive software licence agreements;

(iii) commission received as agent from the sale of third-party software; and

(iv) fees received in relation to delivery of professional services.

Notes to the consolidated financial statements continued

2.2 Revenue including segmental revenue continued

2.2.1 Segmental revenue

115 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 114

Section 2: Results for the year continued

revenue recognition. The assessment of whether a licence is active or passive involves judgement.

Software licences delivered by the Group can either be right to access ('active') or right to use ('passive') licences, which determines the timing of

The Group considers for each contract that includes a separate licence performance obligation all the facts and circumstances in determining

The Group provides a range of services in the majority of its reportable segments under customer contracts with a duration of more than two

years. The nature of contracts or performance obligations categorised within this revenue type is diverse and includes:

The nature of contracts or performance obligations categorised within this revenue type is diverse and includes:

(i) long-term outsourced service arrangements in the public and private sectors; and

(i) short-term outsourced service arrangements in the public and private sectors; and

services)) and therefore treats the series as one performance obligation.

(iii) commission received as agent from the sale of third-party software; and

(iv) fees received in relation to delivery of professional services.

whether the licence revenue is recognised over time ('active') or at a point in time ('passive') from the go live date of the licence.

service contracts tend to have higher cash flows early on in the contract to cover transformational activities.

2.2 Revenue including segmental revenue continued

functionality are treated as passive licences.

accrued income contract asset for this difference.

impaired and is written down to its recoverable amount.

Long-term contractual – greater than two years

(ii) active software licence arrangements.

(ii) software maintenance contracts.

Transactional (point in time) contracts

(i) provision of IT hardware goods; (ii) passive software licence agreements;

Short-term contractual – less than two years

separate performance obligation.

Deferred and accrued income

Contract types

customer.

Licences

The Group's operations are managed separately according to the nature of the services provided, with each segment representing a strategic business division offering a different package of client outcomes across the markets the Group serves. A description of the service provision for each segment can be found in the strategic report on pages 20-31.

The tables below present revenue for the Group's business segments for the years 2019 and 2018. As discussed in the strategic report on pages 9-11, a new Consulting division was created in 2019. For segmental reporting, Consulting is aggregated within the 'Group trading and central services' segment. The division was formed following the transfer of businesses from the Software segment and the recruitment of additional resources. During 2019, there were transfers of businesses between the Specialist Services and Technology Solutions segments. Comparative information has been restated accordingly.

Adjusted revenue, excluding results from businesses exited in both years (adjusting items), was £3,647.4m (2018: £3,814.7m), an organic decline of 4.4% (2018: 6.7%).

								Group trading and
Year ended 31 December 2019	Notes	Software £m	People Solutions £m	Customer Management £m	Government Services £m	Technology Solutions £m	Specialist Services £m	central services £m	Total adjusted £m	Adjusting items £m	Total reported £m
Continuing operations
Long-term contractual		331.8	313.3	552.6	673.7	297.1	432.2	14.7	2,615.4	23.5	2,638.9
Short-term contractual		37.9	34.8	248.1	14.6	41.5	183.9	2.4	563.2	0.4	563.6
Transactional (point in time)		5.7	152.4	1.7	89.6	90.7	128.4	0.3	468.8	7.3	476.1
Total segment revenue		375.4	500.5	802.4	777.9	429.3	744.5	17.4	3,647.4	31.2	3,678.6

Trading revenue		434.7	700.5	919.0	802.7	631.8	828.1	65.6	4,382.4	—	4,382.4
Inter-segment revenue		(59.3)	(200.0)	(116.6)	(24.8)	(202.5)	(83.6)	(48.2)	(735.0)	—	(735.0)
Total adjusted segment revenue		375.4	500.5	802.4	777.9	429.3	744.5	17.4	3,647.4	—	3,647.4
Business exits – trading	2.8	—	5.5	—	—	—	25.7	—	—	31.2	31.2
Total segment revenue		375.4	506.0	802.4	777.9	429.3	770.2	17.4	—	—	3,678.6
Year ended 31 December 2018
Continuing operations
Long-term contractual		337.4	296.4	571.2	657.9	298.5	540.4	26.6	2,728.4	45.3	2,773.7
Short-term contractual		34.7	38.0	229.5	29.2	55.2	200.5	—	587.1	47.7	634.8
Transactional (point in time)		7.8	160.2	1.9	93.4	86.0	146.4	3.5	499.2	10.7	509.9
Total segment revenue		379.9	494.6	802.6	780.5	439.7	887.3	30.1	3,814.7	103.7	3,918.4

Trading revenue		425.9	644.9	912.8	810.0	679.5	959.2	78.3	4,510.6	—	4,510.6
Inter-segment revenue		(46.0)	(150.3)	(110.2)	(29.5)	(239.8)	(71.9)	(48.2)	(695.9)	—	(695.9)
Total adjusted segment revenue		379.9	494.6	802.6	780.5	439.7	887.3	30.1	3,814.7	—	3,814.7
Business exits – trading	2.8	—	5.9	—	—	—	97.8	—	—	103.7	103.7
Total segment revenue		379.9	500.5	802.6	780.5	439.7	985.1	30.1	—	—	3,918.4

Geographical location

The table below presents revenue by geographical location.

	2019				2018
	United Kingdom £m	Other £m	Total £m	United Kingdom £m	Other £m	Total £m
Revenue	3,358.4	320.2	3,678.6	3,609.7	308.7	3,918.4

2.2 Revenue including segmental revenue continued

2.2.2 Order book

The tables below show the order book for each division, categorised into long-term contractual (contracts with length greater than two years) and short-term contractual (contracts with length less than two years). The length of the contract is calculated from the start of the service commencement date. The figures represent the aggregate amount of currently contracted transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied. The Group's order book has declined as contract wins in the year have not offset revenue recognised in the year. Revenue expected to be recognised upon satisfaction of these performance obligations is as follows:

Strategic report Corporate governance Financial statements 116

Order book 31 December 2019	Software £m	People Solutions £m	Customer Management £m	Government Services £m	Technology Solutions £m	Specialist Services £m	Group trading and central functions £m	Total £m
Long-term contractual	496.7	497.2	1,697.2	2,328.4	344.0	1,108.0	2.9	6,474.4
Short-term contractual	81.7	—	26.5	—	45.7	83.7	7.6	245.2
Total	578.4	497.2	1,723.7	2,328.4	389.7	1,191.7	10.5	6,719.6

Order book 31 December 2018	Software £m	People Solutions £m	Customer Management £m	Government Services £m	Technology Solutions £m	Specialist Services £m	Group trading and central functions £m	Total £m
Long-term contractual	554.9	715.3	2,012.2	2,187.5	380.4	1,224.1	19.7	7,093.7
Short-term contractual	—	—	—	—	—	2.3	—	2.3
Total	554.9	715.3	2,012.2	2,187.5	380.4	1,226.4	19.7	7,096.0

The table below shows the time bands of the expected timing of revenue to be recognised on long-term contractual at 31 December 2019:

Time bands of long-term contractual in order book	Software £m	People Solutions £m	Customer Management £m	Government Services £m	Technology Solutions £m	Specialist Services £m	Group trading and central functions £m	Total £m
< 1 year	176.5	289.7	559.0	408.0	141.8	266.8	2.0	1,843.8
1–5 years	285.6	205.2	1,056.6	1,260.1	155.6	558.8	0.9	3,522.8
> 5 years	34.6	2.3	81.6	660.3	46.6	282.4	—	1,107.8
Total	496.7	497.2	1,697.2	2,328.4	344.0	1,108.0	2.9	6,474.4

The order book represents the consideration to which the Group will be entitled to receive from the customers when the Group satisfies the remaining performance obligations in the contracts. However, the total revenue that will be earned by the Group will also include non-contracted volumetric revenue, new wins, scope changes and anticipated contract extensions. These elements have been excluded from the figures in the tables above as they are not contracted. In addition, revenue from contract extensions is also excluded in the order book unless they are prepriced extensions whereby the Group has a legal binding obligation to deliver the performance obligations during the extension period. The total revenue related to pre-priced extensions that has been included in the tables above amounted to £605.4m (2018: £508.0m). The amounts presented do not include orders for which neither party has performed and each party has the unilateral right to terminate a wholly unperformed contract without compensating the other party.

Of the £6.7billion (2018: £7.1billion) revenue to be earned on long-term contractual, £4.4billion (2018: £4.1billion) relates to major contracts to the Group. This amount excludes revenue that will be derived from frameworks (transactional (point in time) contracts), non-contracted volumetric revenue, non-contracted scope changes and future unforeseen volume changes from these major contracts, which together are expected to contribute an additional £1.8billion (2018: £2.1billion) of revenue to the Group over the life of these contracts.

No single customer makes up more than 10% of the Group's revenues.

2.2.3 Deferred Income

The Group's deferred income balances solely relate to revenue from contracts with customers. Revenue recognised in the reporting period that was included in the deferred income balance at the beginning of the period was £1,119.3m (2018: £1,220.8m).

Notes to the consolidated financial statements continued

2.3 Operating profit

117 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 116

Specialist Services £m

Specialist Services £m

Specialist Services £m

Group trading and central functions £m

Group trading and central functions £m

Group trading and central functions £m

Total £m

Total £m

Total £m

Section 2: Results for the year continued

The tables below show the order book for each division, categorised into long-term contractual (contracts with length greater than two years) and

Long-term contractual 496.7 497.2 1,697.2 2,328.4 344.0 1,108.0 2.9 6,474.4 Short-term contractual 81.7 — 26.5 — 45.7 83.7 7.6 245.2 Total 578.4 497.2 1,723.7 2,328.4 389.7 1,191.7 10.5 6,719.6

Long-term contractual 554.9 715.3 2,012.2 2,187.5 380.4 1,224.1 19.7 7,093.7 Short-term contractual — — — — — 2.3 — 2.3 Total 554.9 715.3 2,012.2 2,187.5 380.4 1,226.4 19.7 7,096.0

< 1 year 176.5 289.7 559.0 408.0 141.8 266.8 2.0 1,843.8 1–5 years 285.6 205.2 1,056.6 1,260.1 155.6 558.8 0.9 3,522.8 > 5 years 34.6 2.3 81.6 660.3 46.6 282.4 — 1,107.8 Total 496.7 497.2 1,697.2 2,328.4 344.0 1,108.0 2.9 6,474.4 The order book represents the consideration to which the Group will be entitled to receive from the customers when the Group satisfies the remaining performance obligations in the contracts. However, the total revenue that will be earned by the Group will also include non-contracted volumetric revenue, new wins, scope changes and anticipated contract extensions. These elements have been excluded from the figures in the tables above as they are not contracted. In addition, revenue from contract extensions is also excluded in the order book unless they are prepriced extensions whereby the Group has a legal binding obligation to deliver the performance obligations during the extension period. The total revenue related to pre-priced extensions that has been included in the tables above amounted to £605.4m (2018: £508.0m). The amounts presented do not include orders for which neither party has performed and each party has the unilateral right to terminate a wholly unperformed

The Group's deferred income balances solely relate to revenue from contracts with customers. Revenue recognised in the reporting period that

The table below shows the time bands of the expected timing of revenue to be recognised on long-term contractual at 31 December 2019:

Customer Management £m

Customer Management £m

Customer Management £m

Government Services £m

Government Services £m

Government Services £m

Technology Solutions £m

Technology Solutions £m

Technology Solutions £m

short-term contractual (contracts with length less than two years). The length of the contract is calculated from the start of the service commencement date. The figures represent the aggregate amount of currently contracted transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied. The Group's order book has declined as contract wins in the year have not offset revenue

recognised in the year. Revenue expected to be recognised upon satisfaction of these performance obligations is as follows:

People Solutions £m

People Solutions £m

People Solutions £m

Software £m

Software £m

Software £m

contribute an additional £1.8billion (2018: £2.1billion) of revenue to the Group over the life of these contracts.

was included in the deferred income balance at the beginning of the period was £1,119.3m (2018: £1,220.8m).

2.2 Revenue including segmental revenue continued

2.2.2 Order book

Order book 31 December 2019

Order book 31 December 2018

Time bands of long-term contractual in order book

2.2.3 Deferred Income

contract without compensating the other party.

No single customer makes up more than 10% of the Group's revenues.

2.3.1 Items charged/(credited) to operating profit

	Notes	2019 £m	2018 £m
Depreciation of property, plant and equipment	3.2	60.3	60.1
Depreciation of right-of-use assets	3.5	99.2	—
Impairment of property, plant and equipment	3.2	14.7	6.1
Amortisation of intangible assets	3.3	81.4	114.6
Impairment of intangible assets	3.3	13.8	61.7
Loss on sale of property, plant and equipment and intangibles		1.8	11.4
Minimum lease payments recognised as an operating lease expense		—	114.7
Foreign exchange differences		2.9	(9.6)
Restructuring costs	2.4	159.4	110.0
Contract fulfilment asset utilisation, impairment and derecognition	3.1.3	102.3	127.5
Contract termination gains		(13.3)	(6.7)
Accelerate deferred income unwind net of contract fulfilment asset releases relating to contract		(24.9)	(15.2)

The table above includes items within reported operating profit.

Contract fulfilment asset utilisation, impairment and derecognition: the Group undertook a comprehensive review of its major contracts to identify indicators of impairment of contract fulfilment assets. Following this review, management provided against costs capitalised as contract fulfilment assets of £9.6m (2018: £22.2m) within cost of sales.

Contract termination gains: customer contracts usually contain provisions to compensate the Group for exit costs and future profits in the event of early termination. In-year customer contract terminations in Government Services for customer convenience have led to associated exit fees earned by Capita of £9.6m (2018: £6.7m) being recorded as income in-year and £4.0m of fees retaining to final settlement of the prior year Prudential contract termination.

Accelerated deferred income unwind: in 2019 the Group recognised gains of £24.9m related to accelerated deferred income unwind and associated contract fulfilment asset derecognition. This primarily related to a contract in the Specialist Services division where the scope of our services changed due to the renewal of the contract. The other gains related to handbacks of various services in contracts within our Government Services division and the extension of a contract in Customer Management. In 2018 the gains of £15.2m related to the termination of two contracts in the Specialist Services division, the administration of Prudential's life and pensions business and our general insurance contract with Marsh.

Minimum lease payments: the implementation of IFRS 16 in 2019 has resulted in the recognition of a lease liability on the balance sheet.

2.3.2 Fees payable to auditors

The amounts included in the below table relate to fees payable to KPMG LLP and its associates:

	2019 £m	2018 £m
Audit and audit-related services
The audit of the Company and Group financial statements	3.7	3.2
The audit of the financial statements of subsidiaries of the Company	2.2	1.8
Total audit and audit-related services	5.9	5.0
Non-audit services
Other assurance services	0.2	1.6
Total non-audit services	0.2	1.6
Total audit and non-audit services	6.1	6.6

Total non-audit fees in respect of 2019 related to the review of interim results.

2.4 Adjusted operating profit and adjusted profit before tax

Accounting policies AP

IAS 1 permits an entity to present additional information for specific items to enable users to better assess the entity's financial performance.

The Board has adopted a policy to separately disclose those items that it considers are outside the underlying operating results for the particular year under review and against which the Group's performance is assessed. In the Directors' judgement, these need to be disclosed separately by virtue of their nature, size and/or incidence, in order for users of the financial statements to obtain a proper understanding of the financial information and the underlying in-year performance of the business. Accordingly, these items are also excluded in the discussion of divisional performances in the strategic report. This policy is kept under review by the Board and the Audit and Risk Committee and is discussed in the Committee's report on pages 68–77. Those items which relate to the ordinary course of the Group's operating activities remain within adjusted profit.

Strategic report Corporate governance Financial statements 118

The items below are excluded from the adjusted results:

			Operating profit	(Loss)/profit before tax
	Notes	2019 £m	2018 £m	2019 £m	2018 £m
Reported		0.4	34.9	(62.6)	272.6
Amortisation and impairment of acquired intangibles	3.3	49.9	143.5	49.9	143.5
Impairment of goodwill	3.4	41.4	33.8	41.4	33.8
Impairment of loans and investments		—	1.6	—	1.6
Litigation and claims		(0.7)	(1.8)	(0.8)	(1.8)
GMP and retirement age equalisation	5.2	—	5.4	—	5.4
Net finance costs	4.3	—	—	6.3	18.8
Contingent consideration movements	4.5	(1.4)	(5.0)	(1.4)	(5.0)
Business exit – trading	2.8	16.7	(17.7)	16.7	(17.7)
Business exit – non-trading expenses	2.8	52.1	29.7	52.1	29.7
Business exit – (gain)/loss on disposals	2.8	—	—	—	(309.7)
Significant restructuring		159.4	110.0	159.4	110.0
Impact of IFRS 16	6.4	(11.7)	—	14.0	—
Adjusted		306.1	334.4	275.0	281.2

Adjusted operating profit decreased by 8.5% (2018: 26.0%) and adjusted profit before tax decreased by 2.2% (2018: 26.4%). Adjusted operating profit of £306.1m (2018: £334.4m) was generated on adjusted revenue of £3,647.4m (2018: £3,814.7m) resulting in an adjusted operating profit margin of 8.4% (2018: 8.8%).
The tax charge on adjusted profit before tax is £43.5m (2018: £27.2m) resulting in adjusted profit after tax of £231.5m (2018: £254.0m).
The 2018 adjusted operating profit and adjusted profit before tax has been restated for business exits in 2019. This has resulted in adjusted operating profit decreasing from £335.3m to £334.4m and adjusted profit before tax decreasing from £282.1m to £281.2m.

Amortisation and impairment of acquired intangible assets: the Group recognised acquired intangible amortisation of £50.3m (2018: £86.7m) of which £0.4m relates to business exits (2018: £4.9m) and impairment of £nil (2018: £61.7m).

Impairment of goodwill: goodwill is subject to annual impairment testing and any impairment charges are reported separately. Refer to note 3.4 for further details.

Litigation and claims: the gain in 2019 is the net movement in historical provisions for litigation and claims which were excluded from adjusted profit when originally recognised due to their age and size.

The gain of £1.8m in 2018 arises from a release of £5.5m in respect of the above provisions recognised in 2017, off-set by a loss from the derecognition of an insurance asset of £3.7m. The original claim to which the asset related was excluded from adjusted profit due to its nature and size.

Net finance costs: net finance costs excluded from adjusted profits includes the movements in the mark to market valuation of certain financial instruments.

Business exits: the trading result of businesses exited, or in the process of being exited, and the gain or loss on disposals, are excluded from the Group's adjusted results.

Significant restructuring: in January 2018, the Group announced a multi-year transformation plan. In 2019 a charge of £159.4m (2018: £110.0m) was recognised in relation to the cost of the transformation plan. The costs include the following:

• Cost to realise cost savings and efficiencies from the transformation plan £80m (2018: £55m): including significant reductions in overheads, the elimination of duplicate roles and management layers, and the Group's operational excellence programme which will improve the consistency of our operations, reduce spans and layers, increasing the use of off-shoring and automation, adopting lean methodologies and being smarter in terms of how we work. These costs also include engaging the Group's property expertise to rationalise and increase the utilisation of Capita's property estate, in metro centres and regionally. As the Group continues to rationalise the property estate cost associated with onerous lease commitments and dilapidation liabilities will be captured and presented as part of the transformation adjustments.

Notes to the consolidated financial statements continued

2.4 Adjusted operating profit and adjusted profit before tax

Professional fees £26m (2018: £31m): incurred to support reigniting sales growth and increasing the proportion of centrally controlled spend, consolidating the supplier base and leveraging the Group's scale.
Transformation of central Group functions £53m (2018: £6m): investment in programmes to improve the Group's central functions, including finance, sales, HR and IT. All costs associated with these programmes are recorded separately, excluding any costs capitalised as part of the investment and the ongoing depreciation and amortisation of such assets.

Impact of IFRS 16: the adoption of IFRS 16 has had a significant impact on the Group's financial statements and this has been excluded from adjusted profit to enable comparability of adjusted results as the comparable figures have not been restated. Details of the change in the Group's accounting policy in respect of lease accounting and an analysis of the impact of adopting IFRS 16 are set out in note 6.4.

2.5 Segmental information

119 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 118

Operating profit

2018 £m

2019 £m

(Loss)/profit before tax

2018 £m

2019 £m

Section 2: Results for the year continued 2.4 Adjusted operating profit and adjusted profit before tax

IAS 1 permits an entity to present additional information for specific items to enable users to better assess the entity's financial performance. The Board has adopted a policy to separately disclose those items that it considers are outside the underlying operating results for the particular year under review and against which the Group's performance is assessed. In the Directors' judgement, these need to be disclosed separately by virtue of their nature, size and/or incidence, in order for users of the financial statements to obtain a proper understanding of the financial information and the underlying in-year performance of the business. Accordingly, these items are also excluded in the discussion of divisional performances in the strategic report. This policy is kept under review by the Board and the Audit and Risk Committee and is discussed in the Committee's report on pages 68–77. Those items which relate to the ordinary course of the Group's operating activities remain within adjusted

Reported 0.4 34.9 (62.6) 272.6 Amortisation and impairment of acquired intangibles 3.3 49.9 143.5 49.9 143.5 Impairment of goodwill 3.4 41.4 33.8 41.4 33.8 Impairment of loans and investments — 1.6 — 1.6 Litigation and claims (0.7) (1.8) (0.8) (1.8) GMP and retirement age equalisation 5.2 — 5.4 — 5.4 Net finance costs 4.3 — — 6.3 18.8 Contingent consideration movements 4.5 (1.4) (5.0) (1.4) (5.0) Business exit – trading 2.8 16.7 (17.7) 16.7 (17.7) Business exit – non-trading expenses 2.8 52.1 29.7 52.1 29.7 Business exit – (gain)/loss on disposals 2.8 — — — (309.7) Significant restructuring 159.4 110.0 159.4 110.0 Impact of IFRS 16 6.4 (11.7) — 14.0 — Adjusted 306.1 334.4 275.0 281.2 1. Adjusted operating profit decreased by 8.5% (2018: 26.0%) and adjusted profit before tax decreased by 2.2% (2018: 26.4%). Adjusted operating profit of £306.1m (2018: £334.4m) was

The 2018 adjusted operating profit and adjusted profit before tax has been restated for business exits in 2019. This has resulted in adjusted operating profit decreasing from £335.3m to

Impairment of goodwill: goodwill is subject to annual impairment testing and any impairment charges are reported separately. Refer to note 3.4

Litigation and claims: the gain in 2019 is the net movement in historical provisions for litigation and claims which were excluded from adjusted

Net finance costs: net finance costs excluded from adjusted profits includes the movements in the mark to market valuation of certain financial

Business exits: the trading result of businesses exited, or in the process of being exited, and the gain or loss on disposals, are excluded from

Significant restructuring: in January 2018, the Group announced a multi-year transformation plan. In 2019 a charge of £159.4m (2018: £110.0m)

Amortisation and impairment of acquired intangible assets: the Group recognised acquired intangible amortisation of £50.3m (2018:

generated on adjusted revenue of £3,647.4m (2018: £3,814.7m) resulting in an adjusted operating profit margin of 8.4% (2018: 8.8%). 2. The tax charge on adjusted profit before tax is £43.5m (2018: £27.2m) resulting in adjusted profit after tax of £231.5m (2018: £254.0m).

£86.7m) of which £0.4m relates to business exits (2018: £4.9m) and impairment of £nil (2018: £61.7m).

was recognised in relation to the cost of the transformation plan. The costs include the following:

Notes

Accounting policies

The items below are excluded from the adjusted results:

£334.4m and adjusted profit before tax decreasing from £282.1m to £281.2m.

profit when originally recognised due to their age and size.

profit.

for further details.

and size.

instruments.

the Group's adjusted results.

The tables below present trading result for the Group's business segments for the years 2019 and 2018. As discussed in the strategic report on pages 9-11, a new Consulting division was created in 2019. For segmental reporting, Consulting is aggregated within the "Group trading and central services" segment. The division was formed following the transfer of businesses from the Software segment. During 2019, there were transfers of businesses between the Specialist Services and Technology Solutions segments. Comparative information has been restated accordingly.

Information on segmental revenue can be found in note 2.2.

								Group trading
Year ended 31 December 2019	Notes	Software £m	People Solutions £m	Customer Management £m	Government Services £m	Technology Solutions £m	Specialist Services £m	and central services £m	Total adjusted £m	Adjusting items £m	Total reported £m
Adjusted operating profit	2.4	102.9	34.9	54.9	58.8	50.7	141.7	(137.8)	306.1	—	306.1
Restructuring	2.4	(5.8)	(34.2)	(7.9)	(2.6)	(6.8)	(7.2)	(94.9)	—	(159.4)	(159.4)
Business exits – trading	2.8	—	(11.8)	—	—	—	(4.9)	—	—	(16.7)	(16.7)
Total trading result		97.1	(11.1)	47.0	56.2	43.9	129.6	(232.7)	306.1	(176.1)	130.0
Non-trading items:
Business exits – non-trading	2.8								—	(52.1)	(52.1)
Other adjusting items	2.4								—	(77.5)	(77.5)
Operating profit									306.1	(305.7)	0.4

Year ended 31 December 2018	Notes
Adjusted operating profit	2.4	109.6	45.0	41.7	40.3	53.8	128.6	(84.6)	334.4	—	334.4
Restructuring	2.4	(9.5)	(12.5)	(11.8)	(6.3)	(4.4)	(14.4)	(51.1)	—	(110.0)	(110.0)
Business exits – trading	2.8	—	(3.7)	0.3	—	—	21.1	—	—	17.7	17.7
Total trading result		100.1	28.8	30.2	34.0	49.4	135.3	(135.7)	334.4	(92.3)	242.1
Non-trading items:
Business exits – non-trading	2.8								—	(29.7)	(29.7)
Other adjusting items	2.4								—	(177.5)	(177.5)
Operating profit/(loss)									334.4	(299.5)	34.9

Geographical location

The table below presents the carrying amount of non-current assets by the geographical location of those assets.

			2019			2018
	United Kingdom £m	Other £m	Total £m	United Kingdom £m	Other £m	Total £m
Non-current assets	1,792.8	55.9	1,848.7	2,040.3	51.4	2,091.7

2.6 Taxation

Tax on the profit or loss for year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or other comprehensive income.

Strategic report Corporate governance Financial statements 120

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences:

except where the deferred tax liability arises from the initial recognition of goodwill;
except where the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets and unused tax losses can be utilised, except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

2.6.1 Income tax charge on adjusted profit before tax

the release of some of the uncertain tax positions relating to tax expenses which are no longer considered likely to arise, due to expiry of statute of limitation (note 2.6.4),
prior year adjustments to align the tax positions to filed tax returns, and
an unremitted earnings charge in respect of potential dividend distributions from subsidiaries subject to dividend withholding taxes levied by the overseas tax jurisdictions in which the subsidiaries operate (note 2.6.3).

2.6.2 Income tax charge

The income tax credit of £3.5m on reported loss before tax of £62.6m resulted in an effective tax rate of 5.6% (2018: income tax credit of £0.9m on profit of £272.6m and effective tax rate of (0.3)%). This is different from the UK statutory rate of tax of 19% predominantly due to nondeductible intangible impairment and an unremitted earnings charge, together with the release of uncertain tax provisions and alignment of positions to filed tax returns. The 2018 effective tax rate is further impacted by the non-taxable profit on disposal, detailed further in the tax reconciliation.

The major components of income tax charge/(credit) for the years ended 31 December are set out below:

Consolidated income statement	2019 £m	2018 £m
Current income tax
Current income tax charge	10.5	11.1
Adjustment in respect of prior years	(2.1)	(7.0)
Deferred tax
Origination and reversal of temporary differences	(3.5)	5.6
Adjustment in respect of prior years	(8.4)	(10.6)
	(3.5)	(0.9)

Consolidated statement of comprehensive income	2019 £m	2018 £m
Income tax on cash flow hedges	(0.3)	(0.1)
Deferred tax movement in relation to actuarial losses on defined pension schemes	(18.1)	22.9
	(18.4)	22.8

Notes to the consolidated financial statements continued

2.6.2 Income tax charge continued

121 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 120

resulted in an adjusted tax rate of 15.8% (2018: income tax charge of £27.2m and

2019 £m

2019 £m 2018 £m

2018 £m

(3.5) (0.9)

(18.4) 22.8

Section 2: Results for the year continued

at the balance sheet date, and any adjustment to tax payable in respect of previous years.

and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

The major components of income tax charge/(credit) for the years ended 31 December are set out below:

• except where the deferred tax liability arises from the initial recognition of goodwill;

to items recognised directly in equity or other comprehensive income.

liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences:

Tax on the profit or loss for year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted

Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and

• except where the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination

• in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is

adjusted tax rate 9.7%). The adjusted tax rate is returning to a level closer to the UK corporation tax rate of 19%. In 2019, the difference from the

• the release of some of the uncertain tax positions relating to tax expenses which are no longer considered likely to arise, due to expiry of statute

• an unremitted earnings charge in respect of potential dividend distributions from subsidiaries subject to dividend withholding taxes levied by the

Current income tax charge 10.5 11.1 Adjustment in respect of prior years (2.1) (7.0)

Origination and reversal of temporary differences (3.5) 5.6 Adjustment in respect of prior years (8.4) (10.6)

Income tax on cash flow hedges (0.3) (0.1) Deferred tax movement in relation to actuarial losses on defined pension schemes (18.1) 22.9

2.6 Taxation

foreseeable future.

the accounting profit nor taxable profit or loss.

UK statutory rate of tax is predominantly due to:

of limitation (note 2.6.4),

2.6.2 Income tax charge

Consolidated income statement

Consolidated statement of comprehensive income

Current income tax

reconciliation.

Deferred tax

2.6.1 Income tax charge on adjusted profit before tax The income tax charge of £43.5m on adjusted profit before tax1

• prior year adjustments to align the tax positions to filed tax returns, and

overseas tax jurisdictions in which the subsidiaries operate (note 2.6.3).

Accounting policies

Consolidated statement of changes in equity	2019 £m	2018 £m
Deferred tax movement in relation to share based payment	(0.8)	(0.4)
	(0.8)	(0.4)

The reconciliation between both the total tax and the current tax charge/(credit) and the accounting profit multiplied by the UK corporation tax rate for the years ended 31 December is as follows:

		Total tax		Current tax
		2019 £m	2018 £m	2019 £m	2018 £m
(Loss)/profit before tax		(62.6)	272.6	(62.6)	272.6
Notional (credit)/charge at UK corporation tax rate of 19% (2018: 19%)	a	(11.9)	51.8	(11.9)	51.8
Adjustments in respect of current income tax of prior years	b	(2.1)	(7.0)	(2.1)	(7.0)
Adjustments in respect of deferred tax of prior years	c	(8.4)	(10.6)	—	—
(Non-taxable income)/non-deductible expense – adjusted	d	(0.3)	4.3	(0.3)	4.3
Non-deductible expenses – business exit	e	0.3	4.2	0.3	4.2
Non-taxable income – specific items	f	(0.3)	(1.0)	(0.3)	(1.0)
Profit on disposal	g	(0.1)	(35.4)	(0.1)	(36.4)
Difference in rate recognition of temporary differences		—	(4.6)	—	—
Non-deductible goodwill impairment	h	14.6	11.0	14.6	11.0
Tax provided on unremitted earnings	i	2.6	12.8	—	—
Attributable to different tax rates in overseas jurisdictions	j	(0.7)	0.9	(0.7)	0.9
Movement in deferred tax unrecognised	k	2.3	(27.3)	2.3	3.0
Movement in uncertain tax positions	l	0.5	—	0.5	—
Accounting depreciation in excess of fixed asset tax deductions		—	—	15.9	15.5
Current tax impact on other timing differences	m	—	—	(9.2)	(3.5)
Utilisation of losses in current period	n	—	—	(0.7)	(0.4)
Transitional tax adjustment on adoption of IFRS 15	o	—	—	—	(38.3)
At the effective total tax rate of 5.6% (2018: (0.3)%) and the effective current tax rate of (13.4)% (2018: 1.5%)	a	(3.5)	(0.9)	8.3	4.1
Tax (credit)/charge reported in the income statement		(3.5)	(0.9)	8.3	4.1

a. The 2019 current tax charge of £8.3m (2018: £4.1m) results in an effective current tax rate of (13.4)% ((16.8)% if prior year adjustments are excluded), which is different from the UK statutory rate of tax of 19% predominantly due to depreciation, amortisation and impairment of fixed assets exceeding the tax deductions on the same assets. The impact of differing overseas tax rates is minimal and covered in footnote j. below.

b. The £2.1m prior year credit adjustment includes: (i) £7.2m credit caused by resolving some of the Group's previously uncertain tax positions; (ii) a £8.4m debit relating to adjustments which have a corresponding prior-year deferred income tax impact; and (iii) £3.3m credit following the finalisation of submitted tax returns.

c. Credits which have a corresponding prior year current income tax impact and true ups of temporary differences.

d. Higher in 2018 mainly due to non-deductible depreciation and accounting losses on disposal on non-qualifying assets.

e. Business exit: relates to non-deductible costs associated with the businesses detailed in note 2.8.

f. Specific items: relates to non-taxable contingent consideration releases detailed in note 2.4.

g. Relates to the application of the UK tax exemption on substantial shareholdings to relevant disposals.

h. Relates to the intangible asset impairments as detailed further in notes 2.4, 2.8 and 3.4. i. Movement on the deferred income tax liability recognised on the unremitted earnings of those subsidiaries affected by withholding taxes.

j. Mainly relates to tax payable at higher rates in India and South Africa, offset by lower tax rates in other trading jurisdictions (Poland, Isle of Man and UAE) and the Luxembourg financing

structure which has been unwound.

k. Relates to the derecognition (2018: recognition) of deferred tax on losses and other timing differences.

l. Current year increase in uncertain tax positions on the balance sheet.

m. The current tax reconciliation item is predominantly the deductible pension deficit contribution detailed further in note 2.10.2

n. Relates to the (utilisation)/carry forward of tax losses in the current period. o. Relates to the tax transitional adjustment that arises on adoption of the new revenue recognition accounting standard in 2018 by some of the Group entities.

2.6.3 Deferred tax

Deferred tax assets and liabilities at 31 December:

	2019 £m	2018 £m
Deferred tax asset1	181.6	144.6
Deferred tax liability1	(16.3)	(15.2)
Net deferred tax asset	165.3	129.4

Analysed after jurisdictional netting has been applied to offset balances within countries.

2.6 Taxation continued

Deferred tax at 31 December relates to the following:

		Charged/(Credited) to
	At 1 January 2019 £m	P&L £m	OCI and changes in equity £m	IFRS 16 impact1 £m	Non-cash movement £m	At 31 December 2019 £m
Deferred tax assets
Property, plant and equipment	34.9	25.3	—	—	(0.2)	60.0
Deferred income	4.7	1.2	—	—	(0.3)	5.6
Provisions	8.6	(3.4)	—	5.4	(0.2)	10.4
Share based payments	1.1	0.7	0.8	—	0.1	2.7
Pension schemes' liability	28.1	(7.4)	18.1	—	0.1	38.9
Tax losses2	100.6	(14.8)	—	—	0.2	86.0
	178.0	1.6	18.9	5.4	(0.3)	203.6
Deferred tax liabilities
Contract fulfilment assets	(21.0)	4.2	—	—	—	(16.8)
Intangibles	(14.8)	8.6	—	—	—	(6.2)
Unremitted earnings	(12.8)	(2.6)	—	—	0.1	(15.3)
	(48.6)	10.2	—	—	0.1	(38.3)
Net deferred tax asset	129.4	11.8	18.9	5.4	(0.2)	165.3

Strategic report Corporate governance Financial statements 122

The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.
Mainly trading losses to shelter future profits and deferred interest.

The UK corporation tax rate remained at 19% in 2019 and will decrease further to 17% from 1 April 2020. The deferred tax balances have been adjusted to reflect this change.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. The recoverability of deferred tax assets is supported by the deferred tax liabilities against which the reversal can be offset and the expected level of future profits in the countries concerned. The recognition for 2019 has been based on the three-year business plan for 2020, 2021 and 2022 which was approved by the Board. This is the same plan used to derive forecast cash flows for the goodwill impairment test, per note 3.4. For the 2019 deferred tax recognition review, the profit before tax in the business plan for 2020-2022 was used, excluding forecast restructuring costs. The scenarios run to validate the deferred tax recognition were also risk adjusted using historical performance to reflect additional contingencies relating to unsolutioned revenues, contract terminations, losses and renewal forecasts, and additional contract specific contingencies. As per the impairment test model, a long-term growth rate of 1.6% has been applied to years four (2023) and onwards in the deferred tax model.

The Group has unrecognised tax losses of £209.1m (2018: £206.0m) and other temporary differences of £45.5m (2018: £31.0m) that are available for offset against future taxable profits of the companies in which the losses or other temporary differences arose, but have not been recognised as their recoverability is uncertain. These are made up as follows:

(i) UK assets – £185.3m (2018: £161.0m) with no time expiry. The losses will be subject to enacted UK tax loss relief legislation which could result in restricted utilisation in the future. £78.5m of the losses were incurred by companies acquired by the Group and therefore not as a result of the Group's trading performance.

(ii) Overseas assets – £69.3m (2018: £76.0m), some of which are being subject to specific loss restriction rules but have no time expiry. £6.9m of the losses were incurred by companies acquired by the Group and therefore not as a result of the Group's trading performance.

Dividends received from subsidiaries are largely exempt from UK tax but may be subject to dividend withholding taxes levied by the overseas tax jurisdictions in which the subsidiaries operate. The gross temporary differences of those subsidiaries affected by such potential taxes is £80.2m (2018: £64.2m). A deferred income tax liability of £15.3m (2018: £12.8m) has been recognised on the unremitted earnings of those subsidiaries affected by such potential taxes as the Group is able to control the timing of reversal and it is anticipating dividends to be distributed.

Notes to the consolidated financial statements continued

2.6 Taxation continued

123 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 122

Charged/(Credited) to

Non-cash movement £m

At 31 December ²⁰¹⁹ £m

IFRS 16 impact1 £m

178.0 1.6 18.9 5.4 (0.3) 203.6

(48.6) 10.2 — — 0.1 (38.3)

Section 2: Results for the year continued

At 1 January 2019 £m

Property, plant and equipment 34.9 25.3 — — (0.2) 60.0 Deferred income 4.7 1.2 — — (0.3) 5.6 Provisions 8.6 (3.4) — 5.4 (0.2) 10.4 Share based payments 1.1 0.7 0.8 — 0.1 2.7 Pension schemes' liability 28.1 (7.4) 18.1 — 0.1 38.9 Tax losses2 100.6 (14.8) — — 0.2 86.0

Contract fulfilment assets (21.0) 4.2 — — — (16.8) Intangibles (14.8) 8.6 — — — (6.2) Unremitted earnings (12.8) (2.6) — — 0.1 (15.3)

Net deferred tax asset 129.4 11.8 18.9 5.4 (0.2) 165.3 1. The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect

The UK corporation tax rate remained at 19% in 2019 and will decrease further to 17% from 1 April 2020. The deferred tax balances have been

These forecasts provide support that it is probable that there will be sufficient future taxable profits to enable the utilisation of the recognised deferred tax assets on losses within five years. Other deferred tax assets, which have a longer unwind period by their nature (i.e. property, plant and equipment and pension schemes liabilities) are being recognised on the basis that they will unwind within periods when profitability will arise. The Group has unrecognised tax losses of £209.1m (2018: £206.0m) and other temporary differences of £45.5m (2018: £31.0m) that are available for offset against future taxable profits of the companies in which the losses or other temporary differences arose, but have not been recognised

(ii) Overseas assets – £69.3m (2018: £76.0m), some of which are being subject to specific loss restriction rules but have no time expiry. £6.9m of

the losses were incurred by companies acquired by the Group and therefore not as a result of the Group's trading performance.

affected by such potential taxes as the Group is able to control the timing of reversal and it is anticipating dividends to be distributed.

of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

P&L £m

OCI and changes in equity £m

2.6 Taxation continued

Deferred tax assets

Deferred tax liabilities

adjusted to reflect this change.

Group's trading performance.

deferred tax model.

Deferred tax at 31 December relates to the following:

Mainly trading losses to shelter future profits and deferred interest.

as their recoverability is uncertain. These are made up as follows:

2.6.4 Uncertain tax positions

The Group files income tax returns in several jurisdictions and some of these returns are open to, or subject to, tax authority audits or examinations. Tax returns contain matters that could be subject to differing interpretations of applicable tax laws and regulations and the resolution of tax positions, through negotiations with relevant tax authorities or through litigation, can take several years. Tax uncertainties are assessed throughout the year and specifically at the year-end with any associated provisions recognised considering the specific circumstances of each risk, including the merits of technical aspects, previous experience with tax authorities, recent tax law and if relevant, external specialist advice.

The Group has applied IFRIC 23 at 1 January 2019. IFRIC 23 addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 Income Taxes. The Group applies judgement in quantifying uncertainties over income tax treatments and has considered whether it should adjust its uncertain tax provisions in line with this new criteria. The Group has recognised the cumulative impact arising on transition within retained earnings on the initial date of application.

The effect on the Group of adopting IFRIC 23 as at 1 January 2019 is an increase in income tax receivable of £5.4m and a decrease in trade and other payables, due to interest, of £0.8m, resulting in an increase in net assets of £6.2m and a decrease in retained deficit of £6.2m.

In the current period, the Group has released £7.2m of provisions in respect of uncertain tax positions relating to tax expenses which are no longer considered likely to arise, due to expiry of statute of limitation. The release is reflected within the current income tax prior year adjustment.

While it is difficult to predict the ultimate outcome in some cases, the Group does not currently anticipate that there will be any material impact on the Group's financial position or results of operations in the next financial year.

2.6.5 Capita's responsible approach to taxation

Capita has an open and positive working relationship with HMRC, has a designated customer compliance manager, and is committed to prompt disclosure and transparency in all dealings with HMRC and overseas tax authorities. The Group does not have a complex tax structure, nor does it pursue aggressive tax avoidance activities. The Group has a low-risk rating from HMRC. The Group has operations in a number of countries outside the UK. All Capita operations outside the UK are trading operations and pay the appropriate local taxes on these activities. Further detail, regarding Capita's approach to tax can be found on Further detail, regarding Capita's approach to tax can be found on the Policies & Principles area of the Capita website (https://www.capita.com/our-company/about-capita/policies-and-principles).

Capita contributed £183.1m (2018: £164.3m) in taxes from its UK operations in the year. This consisted of a net repayment of £7.9m (2018: £37.5m) of UK corporation tax; £17.9m (2018: £16.0m) in irrecoverable VAT payments; £136.9m (2018: £143.1m) in employer national insurance contributions; and £36.2m (2018: £42.7m) in other levies including business rates, import duties, the apprenticeship levy and environmental taxes. Additionally, the Group collected and remitted to the UK Government £319.3m (2018: £360.5m) of VAT and £317.0m (2018: £333.3m) of Capita employee PAYE and national insurance contributions. Capita entities in overseas jurisdictions paid £8.6m (2018: £4.6m) of tax on local profits.

2.7 Earnings/(loss) per share

Accounting policies AP

Basic earnings/(loss) per share amounts are calculated by dividing net profit for the period attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings/(loss) per share amounts are calculated by dividing the net profit for the period attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

		2019		2018
		Continuing operations	Total operations	Continuing operations p	Total operations
		p	p		p
Basic earnings/(loss) per share	– adjusted	13.09	13.09	16.33	16.33
	– reported	(4.18)	(3.88)	17.99	18.37
Diluted earnings/(loss) per share	– adjusted	13.09	13.09	16.13	16.13
	– reported	(4.18)	(3.88)	17.77	18.15

The following reflects the earnings and share data used in the basic and diluted earnings/(loss) per share computations:

		2019	2018
Notes	Continuing operations £m	Total operations £m	Continuing operations £m	Total operations £m
Adjusted profit for the period 2.4	231.5	231.5	254.0	254.0
Less: Non-controlling interest	(14.7)	(14.7)	(14.9)	(14.9)
Adjusted profit attributable to shareholders	216.8	216.8	239.1	239.1
Reported (loss)/profit for the period	(59.1)	(54.1)	273.5	279.1
Less: Non-controlling interest	(10.1)	(10.1)	(10.1)	(10.1)
Total (loss)/profit attributable to shareholders	(69.2)	(64.2)	263.4	269.0

2.7 Earnings/(loss) per share continued

	2019	2018
	m	m
Weighted average number of ordinary shares (excluding trust and treasury shares) for basic earnings per share	1,656.1	1,463.9
Dilutive potential ordinary shares:
Employee share options	—	18.3
Weighted average number of ordinary shares (excluding trust and treasury shares) adjusted for the effect of dilution	1,656.1	1,482.2

Strategic report Corporate governance Financial statements 124

At 31 December 2019 25,313,414 options were excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive. Under IAS 33 – Earnings per Share, potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations. The Group made a loss in the current year from continuing operation hence the diluted (loss)/profit per share for each component of continuing operations needs to be the same amount as the basic (loss)/profit per share.

The earnings per share figures are calculated based on earnings attributable to ordinary equity holders of the parent company, and therefore excludes non-controlling interest. The earnings per share is calculated on an adjusted and total reported basis. The earnings per share for business exits, specific items and the impact of IFRS 16 are bridging items to adjusted and total reported earnings per share.

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements. To adjust for the dilutive impact of the rights issue in 2018, Capita granted an additional 1.639 share options for every share option that an employee held to ensure that the fair value remained unchanged after dilution.

2.8 Business exits and assets held for sale

Accounting policies AP

Business exits

Business exits are businesses that have been disposed of or exited during the year, or are in the process of being disposed of or exited. None of these business exits meet the definition of 'discontinued operations' as stipulated by IFRS 5, which requires disclosure and comparatives to be restated where the relative size of a disposal or business closure is significant, which is normally understood to mean a reported segment. However, the trading result of these businesses exits, and any gain or loss on disposal, have been excluded from adjusted results and to enable a like-for-like comparison of adjusted results, the 2018 comparatives have been restated to exclude 2019 business exits.

Assets held for sale

The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than continued use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable. For the sale to be highly probable, the appropriate level of management must be committed to a plan to sell the asset (or disposal group), and an active programme to locate a buyer and complete the plan must have been initiated. Further, the asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation to its current fair value. In addition, the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification.

At 31 December 2019, the Group was in an active process to dispose of a business which met the held for sale criteria. As such it was treated as a disposal group held for sale at this date, and its results included within business exits and therefore excluded from adjusted results.

During 2019, the Group took the decision to exit a business. The exit is in progress and expected to complete in 2020. In accordance with our policy, the trading result of the business was included in business exits and therefore excluded from adjusted results.

As noted in the strategic report, further disposals are planned in 2020 as part of the simplification agenda. As these disposals did not met the definition of business exits assets for sale at 31 December 2019, their trading results were included within adjusted results.

In 2018, the Group disposed of five businesses and exited one business – Capita Specialist Insurance Solutions, Projen, Medicals Direct Group, Supplier Assessment Services (including Constructionline), ParkingEye and REI Health.

			Non-trading disposal		2019		Non-trading disposal			2018
Income statement impact	Trading £m	Cash £m	Non-cash £m	Total £m	Total £m	Trading £m	Cash £m	Non-cash £m	Total £m	Total £m
Revenue	31.2	—	—	—	31.2	103.7	—	—	—	103.7
Cost of sales	(28.0)	—	—	—	(28.0)	(54.2)	—	—	—	(54.2)
Gross profit	3.2	—	—	—	3.2	49.5	—	—	—	49.5
Administrative expenses	(19.9)	—	(52.1)	(52.1)	(72.0)	(31.8)	(1.0)	(28.7)	(29.7)	(61.5)
Operating (loss)/profit	(16.7)	—	(52.1)	(52.1)	(68.8)	17.7	(1.0)	(28.7)	(29.7)	(12.0)
Gain on business disposal	—	—	—	—	—	—	367.4	(57.7)	309.7	309.7
(Loss)/profit before tax	(16.7)	—	(52.1)	(52.1)	(68.8)	17.7	366.4	(86.4)	280.0	297.7
Taxation	3.0	3.0	—	3.0	6.0	(3.3)	(23.4)	—	(23.4)	(26.7)
(Loss)/profit after tax	(13.7)	3.0	(52.1)	(49.1)	(62.8)	14.4	343.0	(86.4)	256.6	271.0

Notes to the consolidated financial statements continued

2.8 Business exits and assets held for sale continued

Trading revenue and costs represent the current year trading performance of those businesses up to the point of being disposed or exited. Trading expenses primarily comprise of payroll costs of £19.8m (2018: £19.5m) and IT costs of £17.3m (2018: £27.9m).

Non-trading administrative expenses primarily comprise of closure costs of £nil (2018: £1.0m), goodwill impairment of £35.3m (2018: £24.3m), acquired intangible amortisation of £nil (2018: £4.9m), impairment of property, plant and equipment of £14.7m (2018: £nil) which is partially offset by releases of provisions of £2.8m (2018: £0.5m).

Balance Sheet – disposal group

125 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 124

2019 m 2018 m

Section 2: Results for the year continued

Weighted average number of ordinary shares (excluding trust and treasury shares) for basic earnings per share 1,656.1 1,463.9

Employee share options — 18.3 Weighted average number of ordinary shares (excluding trust and treasury shares) adjusted for the effect of dilution 1,656.1 1,482.2 At 31 December 2019 25,313,414 options were excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive. Under IAS 33 – Earnings per Share, potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations. The Group made a loss in the current year from continuing operation hence the diluted (loss)/profit per share for each component of continuing operations needs to

At 31 December 2019, the Group was in an active process to dispose of a business which met the held for sale criteria. As such it was treated as

During 2019, the Group took the decision to exit a business. The exit is in progress and expected to complete in 2020. In accordance with our

As noted in the strategic report, further disposals are planned in 2020 as part of the simplification agenda. As these disposals did not met the

In 2018, the Group disposed of five businesses and exited one business – Capita Specialist Insurance Solutions, Projen, Medicals Direct Group,

Total £m

Revenue 31.2 — — — 31.2 103.7 — — — 103.7 Cost of sales (28.0) — — — (28.0) (54.2) — — — (54.2) Gross profit 3.2 — — — 3.2 49.5 — — — 49.5 Administrative expenses (19.9) — (52.1) (52.1) (72.0) (31.8) (1.0) (28.7) (29.7) (61.5) Operating (loss)/profit (16.7) — (52.1) (52.1) (68.8) 17.7 (1.0) (28.7) (29.7) (12.0) Gain on business disposal ————— — 367.4 (57.7) 309.7 309.7 (Loss)/profit before tax (16.7) — (52.1) (52.1) (68.8) 17.7 366.4 (86.4) 280.0 297.7 Taxation 3.0 3.0 — 3.0 6.0 (3.3) (23.4) — (23.4) (26.7) (Loss)/profit after tax (13.7) 3.0 (52.1) (49.1) (62.8) 14.4 343.0 (86.4) 256.6 271.0

Total £m

Non-trading disposal 2019 Non-trading disposal 2018

Cash £m Non-cash £m Total £m Total £m

Trading £m

a disposal group held for sale at this date, and its results included within business exits and therefore excluded from adjusted results.

business exits, specific items and the impact of IFRS 16 are bridging items to adjusted and total reported earnings per share.

options for every share option that an employee held to ensure that the fair value remained unchanged after dilution.

like-for-like comparison of adjusted results, the 2018 comparatives have been restated to exclude 2019 business exits.

policy, the trading result of the business was included in business exits and therefore excluded from adjusted results.

definition of business exits assets for sale at 31 December 2019, their trading results were included within adjusted results.

Non-cash £m

2.7 Earnings/(loss) per share continued

be the same amount as the basic (loss)/profit per share.

2.8 Business exits and assets held for sale

as a completed sale within one year from the date of classification.

Supplier Assessment Services (including Constructionline), ParkingEye and REI Health.

Cash £m

Trading £m

Dilutive potential ordinary shares:

Accounting policies

Business exits

Assets held for sale

Income statement impact

	2019 £m
Property, plant and equipment	0.2
Deferred tax asset	0.1
Intangibles	2.9
Trade and other receivables	9.2
Assets held for sale	12.4

Trade and other payables1	4.4
Overdraft	3.5
Liabilities held for sale	7.9

Trade and other payables includes income tax payable of £0.4m.

Business exit cash flows

Business exited generated operating cash outflows of £19.2m (2018: cash inflows of £9.0m).

2018 disposals

In 2018 the gain on disposal of £309.7m arises from the disposal of net assets of £69.0m for £400.7m consideration and costs of disposal of £22.0m. Cash proceeds of £400.7m net of cash disposed amounted to £389.5m.

			2018
Gain on business disposal	Cash £m	Non-cash £m	Total £m
Property, plant and equipment	—	19.9	19.9
Intangible assets	—	12.4	12.4
Goodwill	—	50.9	50.9
Trade and other receivables	—	8.5	8.5
Deferred tax asset	—	0.1	0.1
Trade and other payables	—	(26.8)	(26.8)
Deferred income	—	(4.6)	(4.6)
Income tax payable	—	(1.5)	(1.5)
Deferred tax liability	—	(0.9)	(0.9)
Provisions	—	(0.2)	(0.2)
Cash disposed of	11.2	—	11.2
Total net assets disposed of	11.2	57.8	69.0
Cash purchase consideration received	400.7	—	400.7
Costs of disposal – paid and accrued	(22.0)	—	(22.0)
Proceeds, less costs, on disposal	378.7	—	378.7
Gain on business disposal	367.5	(57.8)	309.7

2.9 Discontinued operations

Capita completed the disposal of its Asset Services businesses, including Capita Financial Managers Limited (CFM), to the Link Group on 3 November 2017. The disposal met the definition of a discontinued operation as stipulated by IFRS 5.

The credit of £5.0m in 2019, primarily relates to a £3.1m return of redress payments made to the Financial Conduct Authority (FCA) regarding the Connaught Income Series 1 Fund (2018: £5.6m credit in relation to provision releases).

Cash flows from other operating activities of £4.7m primarily relates to the above return of redress payments made to the FCA and £nil (2018: £19.0m) separation costs incurred in relation to the disposal.

The earnings per share impact from discontinued operations is 0.30p (2018: 0.38p) on basic earnings per share and 0.30p (2018: 0.38p) on diluted earnings per share.

2.10 Cash flow information

Accounting policies

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. In the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term deposits net of outstanding bank overdrafts. Cash at bank earns interest at fixed and floating rates based on prevailing bank deposit rates.

Strategic report Corporate governance Financial statements 126

2.10.1 Additional cash flow information

Cash flow from operating activities declined year-on-year as a consequence of lost revenue, margin on new business and investment off-set by cost out and one-off benefits. Working capital outflow driven by contract terminations and renegotiations, partially offset by additional payments on account and reduced spend on contract transformations.

			2019		20181
	Note	Adjusted £m	Reported £m	Adjusted2 £m	Reported £m
Cash flows from operating activities:
Operating profit1	2.4	306.1	0.4	334.4	34.9
Adjustments for non-cash items:
Depreciation1	3.2, 3.5	58.1	159.5	57.5	60.1
Amortisation of intangible assets	3.3	30.9	81.4	27.3	114.6
Share based payment expense	5.1	3.0	3.0	3.4	3.4
Employee benefits	5.2	11.2	11.2	12.3	17.7
Loss on sale of property, plant and equipment/intangible assets	2.3	1.8	1.8	11.4	11.4
Contingent consideration	2.4	—	(1.4)	—	(5.4)
Impairment of property plant and equipment	3.2	—	14.7	6.1	6.1
Impairment of intangible assets	3.3	—	13.8	—	61.7
Impairment of goodwill	3.4	—	76.7	—	58.1
Impairment of loans and investments	2.4	—	—	—	1.6
Impairment of right-of-use assets		—	0.9	—	—
Other adjustments:
Movement in provisions1		(6.0)	(19.0)	2.8	(9.1)
Pension deficit contribution		—	(71.1)	—	(42.0)
Other contributions into pension schemes		(17.0)	(17.0)	(16.1)	(21.0)
Movements in working capital:
Trade and other receivables1		(7.0)	2.4	97.4	89.3
Non-recourse receivables financing		—	—	(110.0)	(110.0)
Trade and other payables1		(10.6)	(14.8)	(97.2)	(91.7)
Deferred income		(198.1)	(198.1)	(243.7)	(243.7)
Contract fulfilment assets (non-current)		(13.8)	(11.6)	(13.7)	(11.7)
Cash generated/(used) by operations		158.6	32.8	71.9	(75.7)
Adjustments for free cash flows:
Income tax (paid)/received		(5.4)	(5.4)	26.6	25.3
Net interest paid1		(32.7)	(58.4)	(39.0)	(52.5)
Purchase of property, plant and equipment	3.2	(57.6)	(57.7)	(73.0)	(89.4)
Purchase of intangible assets	3.3	(124.6)	(124.7)	(67.2)	(70.1)
Proceeds from sale of property, plant and equipment/intangible assets		0.4	0.4	1.9	1.9
Free cash flow		(61.3)	(213.0)	(78.8)	(260.5)

Capita has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of

initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details. 2. The 2018 adjusted cash flow has been restated for business exits in 2019. This has resulted in adjusted cash generated by operations increasing from £69.8m to £71.9m and adjusted free cash outflow decreasing from £82.5m to £78.8m.

Notes to the consolidated financial statements continued

2.10 Cash flow information continued

127 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 126

2019 20181

Reported £m

Adjusted2 £m

Section 2: Results for the year continued

Operating profit1 2.4 306.1 0.4 334.4 34.9

Depreciation1 3.2, 3.5 58.1 159.5 57.5 60.1 Amortisation of intangible assets 3.3 30.9 81.4 27.3 114.6 Share based payment expense 5.1 3.0 3.0 3.4 3.4 Employee benefits 5.2 11.2 11.2 12.3 17.7 Loss on sale of property, plant and equipment/intangible assets 2.3 1.8 1.8 11.4 11.4 Contingent consideration 2.4 — (1.4) — (5.4) Impairment of property plant and equipment 3.2 — 14.7 6.1 6.1 Impairment of intangible assets 3.3 — 13.8 — 61.7 Impairment of goodwill 3.4 — 76.7 — 58.1 Impairment of loans and investments 2.4 — — — 1.6 Impairment of right-of-use assets — 0.9 — —

Movement in provisions1 (6.0) (19.0) 2.8 (9.1) Pension deficit contribution — (71.1) — (42.0) Other contributions into pension schemes (17.0) (17.0) (16.1) (21.0)

Trade and other receivables1 (7.0) 2.4 97.4 89.3 Non-recourse receivables financing — — (110.0) (110.0) Trade and other payables1 (10.6) (14.8) (97.2) (91.7) Deferred income (198.1) (198.1) (243.7) (243.7) Contract fulfilment assets (non-current) (13.8) (11.6) (13.7) (11.7) Cash generated/(used) by operations 158.6 32.8 71.9 (75.7)

Income tax (paid)/received (5.4) (5.4) 26.6 25.3 Net interest paid1 (32.7) (58.4) (39.0) (52.5) Purchase of property, plant and equipment 3.2 (57.6) (57.7) (73.0) (89.4) Purchase of intangible assets 3.3 (124.6) (124.7) (67.2) (70.1) Proceeds from sale of property, plant and equipment/intangible assets 0.4 0.4 1.9 1.9 Free cash flow (61.3) (213.0) (78.8) (260.5) 1. Capita has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of

The 2018 adjusted cash flow has been restated for business exits in 2019. This has resulted in adjusted cash generated by operations increasing from £69.8m to £71.9m and adjusted free cash

initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

Note

Adjusted £m Reported £m

bank overdrafts. Cash at bank earns interest at fixed and floating rates based on prevailing bank deposit rates.

2.10 Cash flow information

Accounting policies

2.10.1 Additional cash flow information

Cash flows from operating activities:

Adjustments for non-cash items:

Other adjustments:

Movements in working capital:

Adjustments for free cash flows:

outflow decreasing from £82.5m to £78.8m.

on account and reduced spend on contract transformations.

2.10.2 Adjusted free cash flow and cash generated from operations

		Free cash flow	Cash generated/(used) by operations
	2019 £m	2018 £m	2019 £m	2018 £m
Reported	(213.0)	(260.5)	32.8	(75.7)
Pension deficit contributions	71.1	46.9	71.1	46.9
Significant restructuring	148.5	100.8	148.5	100.8
Business exits	19.4	10.3	19.2	(9.0)
Impact of IFRS 16	(90.0)	—	(115.7)	—
Other	2.7	23.7	2.7	8.9
Adjusted	(61.3)	(78.8)	158.6	71.9

A reconciliation of net cash flow to movement in net debt is included in note 2.10.3.

Pension deficit contributions: in November 2018, the Group agreed a deficit recovery plan with the Trustees of the Capita Pension and Life Assurance Scheme (the 'Scheme'). The payments under the agreed deficit recovery plan total £176.0m, of which £71.1m was paid in 2019 (2018: £42.0m). In 2019, no further contributions were made following closure of the Scheme in 2017 to future accrual for the majority of members of the Scheme (2018: £4.5m). These payments have been excluded from adjusted cash flows as the Group treats them as a debt like item.

Significant restructuring: in April 2018, the Group announced a multi-year transformation plan. In the period to 31 December 2019, a cash outflow of £148.5m (2018: £100.8m) was incurred in relation to the cost of the transformation plan, and restructuring costs relating to Capita's previously announced cost reduction plan.

Business exits: the cash flows of businesses exited, or in the process of being exited, and the proceeds on disposals, are disclosed outside the adjusted results. The 2018 results have been restated for those businesses exited, or in the process of being exited, in 2019 to enable comparability of the adjusted results.

Impact of IFRS 16: at 1 January 2019 the Group has initially applied IFRS 16, using the modified retrospective approach. This has resulted in a change in the presentation of lease principal payments from cash flows from operations to cash flows from financing activities. To improve the comparability of the Group's cash flow statement, the impact of IFRS 16 has been excluded from the adjusted results.

Other: includes the cash flows related to other items excluded from adjusted profit.

2.10.3 Reconciliation of net cash flow to movement in net debt

	Note	Net debt at 1 January 2019 £m	Lease liability adjustment2 £m	Cash flow movements £m	Non-cash movement3 £m	Net debt at 31 December 2019 £m
Cash, cash equivalents and overdrafts	4.5.4	642.7	—	(523.2)	3.3	122.8
Other loan notes	4.5	(0.3)	—	—	—	(0.3)
Private placement loan notes1	4.5	(1,108.0)	—	97.9	19.4	(990.7)
Cross-currency interest rate swaps1	4.5	99.6	—	(10.9)	(11.4)	77.3
Interest rate swaps1	4.5	1.9	—	—	(0.9)	1.0
Term loan	4.5	(100.0)	—	100.0	—	—
Lease liabilities2	4.4	—	(643.9)	93.7	(12.4)	(562.6)
Total net liabilities from financing activities		(1,106.8)	(643.9)	280.7	(5.3)	(1,475.3)
Deferred consideration	4.5	(2.0)	—	1.3	—	(0.7)
Net debt	4.1.1	(466.1)	(643.9)	(241.2)	(2.0)	(1,353.2)

The sum of these items held at fair value equates to the underlying value of the Group's private placement loan note's debt of £915.5m (2018: £1,006.5m). Cash flow movement in private placement loan notes includes both repayment of private placement notes of £96.8m and finance arrangement costs of £1.1m.
Lease liabilities relates to amounts due by the Group where the Group is a Lessee. Lease liability adjustment comprises the unwinding of the discounted lease payments. Refer to note 6.4 for further details on the impact of IFRS 16 on the Group.
Non-cash movement relates to foreign exchange on cash, fair value changes on the swaps, amortisation of loan notes issue costs, amortisation of the discount on the Euro debt issue and the IFRS 16 modifications, additions and terminations to our leases.

2.10 Cash flow information continued

2.10.3 Reconciliation of net cash flow to movement in net funds/(debt) continued

		Net debt at	Cash flow movements			Net debt at
	Note	1 January 2018 £m	Rights issue £m	Cash flow movements £m	Non-cash movement £m	31 December 2018 £m
Cash, cash equivalents and overdrafts	4.5.4	478.4	671.1	(505.6)	(1.2)	642.7
Other loan notes	4.5	(0.3)	—	—	—	(0.3)
Private placement loan notes	4.5	(1,664.0)	—	580.9	(24.9)	(1,108.0)
Cross-currency interest rate swaps	4.5	176.8	—	(103.6)	26.4	99.6
Interest rate swaps	4.5	5.4	—	—	(3.5)	1.9
Term loan	4.5	(100.0)	—	—	—	(100.0)
Finance leases1	4.4	(0.2)	—	0.2	—	—
Total net liabilities from financing activities		(1,582.3)	—	477.5	(2.0)	(1,106.8)
Deferred consideration	4.5	(13.1)	—	11.1	—	(2.0)
Net debt	4.1.1	(1,117.0)	671.1	(17.0)	(3.2)	(466.1)

Strategic report Corporate governance Financial statements 128

Capita has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

Section 3: Operating assets and liabilities

Notes to the consolidated financial statements continued

This section shows the operating assets and liabilities used to generate the Group's trading performance. Liabilities relating to the Group's financing activities are addressed in Section 4. Current tax and deferred tax assets and liabilities are shown in note 2.6. Deferred income is shown in note 2.1.

In this section you will find disclosures about:

3.1 Working capital

129 Capita plc Annual Report 2019

3.1.1 Trade and other receivables

3.1.2 Trade and other payables
3.1.3 Contract fulfilment assets
3.2 Property, plant and equipment
3.3 Intangible assets
3.4 Goodwill

3.5 Right-of-use assets

3.6 Provisions

Denotes accounting policies

Strategic report Corporate governance Financial statements 128

Cash flow movements

Cash flow movements £m

Rights issue £m

Non-cash movement £m

Net debt at 31 December 2018 £m

Section 2: Results for the year continued

2.10.3 Reconciliation of net cash flow to movement in net funds/(debt) continued

initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

Note

Cash, cash equivalents and overdrafts 4.5.4 478.4 671.1 (505.6) (1.2) 642.7 Other loan notes 4.5 (0.3) — — — (0.3) Private placement loan notes 4.5 (1,664.0) — 580.9 (24.9) (1,108.0) Cross-currency interest rate swaps 4.5 176.8 — (103.6) 26.4 99.6 Interest rate swaps 4.5 5.4 — — (3.5) 1.9 Term loan 4.5 (100.0) — — — (100.0) Finance leases1 4.4 (0.2) — 0.2 — — Total net liabilities from financing activities (1,582.3) — 477.5 (2.0) (1,106.8) Deferred consideration 4.5 (13.1) — 11.1 — (2.0) Net debt 4.1.1 (1,117.0) 671.1 (17.0) (3.2) (466.1) 1. Capita has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of

Net debt at 1 January 2018 £m

2.10 Cash flow information continued

Denotes significant accounting judgements

Key highlights

Return on capital employed (ROCE) 1 Aim: Deliver ROCE in excess of our cost of capital

13.3%

(2018: 17.9%)

Definitions of the alternative performance measures and related KPI's can be found in section 8.2.

		2019	2018	Year on year movement
	Note	£m	£m	£m
Working capital	3.1	(636.2)	(875.8)	239.6
Trade and other receivables – current	3.1.1	748.4	771.7	(23.3)
Trade and other receivables – non-current	3.1.1	26.4	26.2	0.2
Trade and other payables – current	3.1.2	(619.8)	(668.7)	48.9
Trade and other payables – non-current	3.1.2	(6.0)	(11.6)	5.6
Deferred income – current	2.1	(884.5)	(980.3)	95.8
Deferred income – non-current	2.1	(176.5)	(277.3)	100.8
Contract fulfilment assets	3.1.3	275.8	264.2	11.6
Property, plant and equipment	3.2	194.3	213.6	(19.3)
Intangibles	3.3	354.2	328.7	25.5
Goodwill	3.4	1,177.8	1,259.0	(81.2)
Right-of-use-assets	3.5	480.9	—	480.9
Provisions – current	3.6	(71.3)	(96.8)	25.5
Provisions – non-current	3.6	(9.3)	(19.4)	10.1

The decrease in trade and other receivables was as a result of the timing of the collection of receivables (£42.8m) as well as a decrease in prepayments of £12.8m owing to the adoption of IFRS 16. This was offset by an increase in other taxes (£12.7m), staff loans (£6.0m) and accrued income (£8.8m).

The current trade and other payables decreased as a result of the investment made in improving supplier payment terms (£13.4m), a decrease in other taxes and social security of £16.0m, and a decrease in accruals of £30.3m. These movements were offset by an increase in other payables of £10.8m.

The decrease in deferred income was as a result of the normal reduction in deferred income balances as well as one-off reductions in contracts which were terminated or re-negotiated in the year.

Contract fulfilment assets increased as a result of additions of £114.3m predominantly in Government Services (£51.0m), Software (£35.8m) and Technology Solutions (£12.6m). This was offset by a utilisation of £90.7m mainly within Software (£31.2m), Government Services (£18.9m) and Technology Solutions (£14.2m), as well as an impairment of £9.6m across a number of contracts.

Strategic report Corporate governance Financial statements 130

Property, plant and equipment decreased as additions of £57.7m in the year relating to Windows 10 upgrades and various investments across each division were offset by a £14.7m impairment of assets in respect of businesses being exited, and depreciation of £60.3m.

Intangibles increased as a result of £124.7m of additions relating primarily to investment in software implementations, such as the finance transformation (£26.5m), WorkDay in the HR function (£7.8m), and other investments across each division to drive future growth. This increase was offset by amortisation of £81.4m and an impairment of £13.8m, £12.3m of which related to the finance transformation (see note 3.3 for further details).

Goodwill decreased as a result of impairment charges of £76.7m, of which £35.3m relates to businesses being exited and £41.4m resulting from the annual impairment testing, and a reclassification to assets held for sale £2.8m.

A right of use assets were recognised as a result of the adoption of IFRS 16. See note 3.5.

The reduction in provisions of £35.6m was predominantly due to utilisation and release of provisions of £78.5m which was offset by £58.1m provided in the year for restructuring (£22.5m) and legal provisions (£21.6m).

3.1 Working Capital

3.1.1 Trade and other receivable

Accounting policies

Trade receivables: Trade receivables are recognised initially at cost (being the same as fair value) and subsequently at amortised cost less any provision for impairment, to ensure the amounts recognised represent the recoverable amount.

Impairment: For trade receivables, the Group applies the simplified approach permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less an allowance for any uncollectible amounts based on expected credit losses. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Accrued income: Accrued income in relation to contract assets are recognised when the payments made by customers are less than the revenue recognised for the period end date.

		Current		Non-current
	2019 £m	2018 £m	2019 £m	2018 £m
Trade receivables	392.8	435.6	—	—
Other receivables	48.4	29.4	4.3	2.3
Current contract fulfilment assets1	13.8	11.1	—	—
Accrued income	191.2	182.9	0.5	—
Prepayments	102.2	112.7	21.6	23.9
	748.4	771.7	26.4	26.2

Refer to note 3.1.3 for non-current contract fulfilment assets.

Trade receivables are non-interest bearing and are generally on 30-day terms.

The Group's accrued income balances solely relate to revenue from contracts with customers. Movements in the accrued income balances were driven by transactions entered into by the Group within the normal course of business in the year (2018: other than £5.1m impairment arising on a contract in Government Services).

Movements in the loss allowance made against receivables were as follows:

	2019 £m	2018 £m
At 1 January	11.2	8.3
Utilised	(0.3)	(1.4)
Provided in the year	3.2	9.5
Released in the year	(9.2)	(2.5)
Business disposal/closure	—	(2.7)
At 31 December	4.9	11.2

The Group monitors the level of trade receivables on a monthly basis, continually assessing the risk of default by any counterparty.

Notes to the consolidated financial statements continued

3.1 Working Capital continued

3.1.2 Trade and other payables

131 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 130

Current Non-current

2019 £m

2019 £m 2018 £m

2018 £m

748.4 771.7 26.4 26.2

2019 £m

Section 3: Operating assets and liabilities continued

Technology Solutions (£14.2m), as well as an impairment of £9.6m across a number of contracts.

provision for impairment, to ensure the amounts recognised represent the recoverable amount.

the annual impairment testing, and a reclassification to assets held for sale £2.8m. A right of use assets were recognised as a result of the adoption of IFRS 16. See note 3.5.

provided in the year for restructuring (£22.5m) and legal provisions (£21.6m).

further details).

3.1 Working Capital 3.1.1 Trade and other receivable

Accounting policies

revenue recognised for the period end date.

Refer to note 3.1.3 for non-current contract fulfilment assets.

contract in Government Services).

Trade receivables are non-interest bearing and are generally on 30-day terms.

Movements in the loss allowance made against receivables were as follows:

Property, plant and equipment decreased as additions of £57.7m in the year relating to Windows 10 upgrades and various investments across

Goodwill decreased as a result of impairment charges of £76.7m, of which £35.3m relates to businesses being exited and £41.4m resulting from

Trade receivables: Trade receivables are recognised initially at cost (being the same as fair value) and subsequently at amortised cost less any

Trade receivables 392.8 435.6 — — Other receivables 48.4 29.4 4.3 2.3 Current contract fulfilment assets1 13.8 11.1 — — Accrued income 191.2 182.9 0.5 — Prepayments 102.2 112.7 21.6 23.9

At 1 January 11.2 8.3 Utilised (0.3) (1.4) Provided in the year 3.2 9.5 Released in the year (9.2) (2.5) Business disposal/closure — (2.7) At 31 December 4.9 11.2

The Group monitors the level of trade receivables on a monthly basis, continually assessing the risk of default by any counterparty.

Accrued income: Accrued income in relation to contract assets are recognised when the payments made by customers are less than the

an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

The reduction in provisions of £35.6m was predominantly due to utilisation and release of provisions of £78.5m which was offset by £58.1m

each division were offset by a £14.7m impairment of assets in respect of businesses being exited, and depreciation of £60.3m.

		Current	Non-current
	2019 £m	2018 £m	2019 £m	2018 £m
Trade payables	200.9	214.3	—	—
Other payables	21.5	10.7	3.0	1.6
Other taxes and social security	115.2	131.2	—	—
Accruals	282.2	312.5	3.0	10.0
	619.8	668.7	6.0	11.6

Trade payables are non-interest bearing and are settled within terms agreed with suppliers.

3.1.3 Contract fulfilment assets

Accounting policies AP

The Group regularly incurs costs to deliver its outsourcing services in a more efficient way (often referred to as 'transformation' costs). These costs may include process mapping and design, system development, project management, hardware (generally in scope of the Group's accounting policy for property, plant and equipment), software licence costs (generally in scope of the Group's accounting policy for intangible assets), recruitment costs and training.

Contract fulfilment costs are divided into: (i) costs that give rise to an asset; and (ii) costs that are expensed as incurred.

When determining the appropriate accounting treatment for such costs, the Group firstly considers any other applicable standards. If those other standards preclude capitalisation of a particular cost, then an asset is not recognised under IFRS 15.

If other standards are not applicable to contract fulfilment costs, the Group applies the following criteria which, if met, result in capitalisation: (i) the costs directly relate to a contract or to a specifically identifiable anticipated contract; (ii) the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and (iii) the costs are expected to be recovered.

The Group has determined that, where the relevant specific criteria are met, the costs for (i) process mapping and design; (ii) system development; and (iii) project management are likely to qualify to be capitalised as contract fulfilment assets.

The incremental costs of obtaining a contract with a customer are recognised as a contract fulfilment asset if the Group expects to recover them. The Group incurs costs such as bid costs, legal fees to draft a contract and sales commissions when it enters into a new contract.

The Group has determined that the following costs may be capitalised as contract fulfilment assets: (i) legal fees to draft a contract (once the Group has been selected as a preferred supplier for a bid); and (ii) sales commissions that are directly related to winning a specific contract.

Costs incurred prior to selection as preferred supplier are not capitalised but are expensed as incurred.

Utilisation: The utilisation charge is included within cost of sales. The Group utilises contract fulfilment assets over the expected contract period using a systematic basis that mirrors the pattern in which the Group transfers control of the service to the customer. Judgement is applied to determine this period.

Derecognition: A contract fulfilment asset is derecognised either when it is disposed of or when no further economic benefits are expected to flow from its use or disposal.

Impairment: At each reporting date, the Group determines whether or not the contract fulfilment assets are impaired by comparing the carrying amount of the asset to the remaining amount of consideration that the Group expects to receive less the costs that relate to providing services under the relevant contract. In determining the estimated amount of consideration, the Group uses the same principles as it does to determine the contract transaction price, except that any constraints used to reduce the transaction price will be removed for the impairment test.

Significant accounting judgements, estimates and assumptions

Judgement is applied by the Group when determining what costs qualify to be capitalised in particular when considering whether these costs are incremental and when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recoverable. For example, the Group considers which type of sales commissions are incremental to the cost of obtaining specific contracts and the point in time when the costs will be capitalised. See note 2.1 for further information.

3.1 Working Capital continued

Movements in non-current contract fulfilment assets were as follows1 :

	2019 £m	2018 £m
At 1 January	264.2	252.5
Additions	114.3	113.8
Prior year reclassification from current contract fulfilment assets	—	25.4
Impairment	(9.6)	(22.2)
Derecognition	(2.0)	(17.4)
Utilised during the year	(90.7)	(87.9)
Exchange movement	(0.4)	—
At 31 December	275.8	264.2

Strategic report Corporate governance Financial statements 132

Refer to note 3.1.1 for current contract fulfilment assets.

Impairment: In 2019, the Group recognised an impairment of £9.6m (2018: £22.2m) within adjusted cost of sales, of which, £2.2m (2018: 22.2 relates to contract fulfilment assets added during the year.

Derecognition: In 2019, £2.0m (2018: £17.4m) was derecognised in relation to in year business exits. In the prior year, derecognition related to the Prudential and Marsh contracts which were terminated during 2018 and the Group had no further use for the assets.

3.2 Property, plant and equipment

Accounting policies AP

Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Depreciation: Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

Freehold buildings and long leasehold property over 50 years.
Leasehold improvements period of the lease.
Plant and machinery 3 to 10 years.

Impairment: The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount. The recoverable amount of property, plant and equipment is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognised in the income statement within administrative expenses.

Derecognition: An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset (retired). Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year in which the item is derecognised.

Notes to the consolidated financial statements continued

3.2 Property, plant and equipment

133 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 132

2019 £m 2018 £m

Section 3: Operating assets and liabilities continued

At 1 January 264.2 252.5 Additions 114.3 113.8 Prior year reclassification from current contract fulfilment assets — 25.4 Impairment (9.6) (22.2) Derecognition (2.0) (17.4) Utilised during the year (90.7) (87.9) Exchange movement (0.4) — At 31 December 275.8 264.2

Impairment: In 2019, the Group recognised an impairment of £9.6m (2018: £22.2m) within adjusted cost of sales, of which, £2.2m (2018: 22.2

Derecognition: In 2019, £2.0m (2018: £17.4m) was derecognised in relation to in year business exits. In the prior year, derecognition related to

the Prudential and Marsh contracts which were terminated during 2018 and the Group had no further use for the assets.

Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Impairment losses are recognised in the income statement within administrative expenses.

Depreciation: Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:

3.1 Working Capital continued

Refer to note 3.1.1 for current contract fulfilment assets.

3.2 Property, plant and equipment

• Leasehold improvements – period of the lease.

Accounting policies

• Plant and machinery – 3 to 10 years.

relates to contract fulfilment assets added during the year.

• Freehold buildings and long leasehold property – over 50 years.

Movements in non-current contract fulfilment assets were as follows1

			2019			2018
	Leasehold improvement, land and buildings £m	Plant and machinery £m	Total £m	Leasehold improvements, land and buildings £m	Plant and machinery £m	Total £m
Cost
At 1 January	103.0	175.7	278.7	77.1	195.0	272.1
Additions	18.0	39.7	57.7	33.1	56.3	89.4
Disposal of business	—	—	—	—	(22.8)	(22.8)
Disposals – included in adjusted profit	(2.4)	(4.6)	(7.0)	(0.6)	(19.7)	(20.3)
Transfer to assets held for sale	(0.2)	—	(0.2)	—	—	—
Asset retirements	—	—	—	(5.9)	(33.1)	(39.0)
Exchange movement	(0.3)	(4.2)	(4.5)	(0.7)	—	(0.7)
At 31 December	118.1	206.6	324.7	103.0	175.7	278.7
Depreciation and impairment:
At 1 January	41.8	23.3	65.1	32.7	20.1	52.8
Depreciation charged during the year	9.6	50.7	60.3	9.7	50.4	60.1
Disposal of business	—	—	—	—	(2.9)	(2.9)
Disposals – included in adjusted profit	(2.2)	(3.8)	(6.0)	(0.6)	(10.8)	(11.4)
Impairment – included in adjusted profit	—	—	—	6.1	—	6.1
Impairment – business exit	—	14.7	14.7	—	—	—
Asset retirements	—	—	—	(5.9)	(33.1)	(39.0)
Exchange movement	(1.9)	(1.8)	(3.7)	(0.2)	(0.4)	(0.6)
At 31 December	47.3	83.1	130.4	41.8	23.3	65.1
Net book value
At 1 January	61.2	152.4	213.6	44.4	174.9	219.3
At 31 December	70.8	123.5	194.3	61.2	152.4	213.6

At 31 December 2019, amounts contracted for but not provided in the financial statements for the acquisition of property, plant and equipment amounted to £6.7m (2018: £10.7m), relating to building improvement on a leased property and software upgrades.

3.3 Intangible assets

Accounting policies

Intangible assets acquired separately are capitalised at cost and those identified in a business acquisition are capitalised at fair value at the date of acquisition. In the case of capitalised software development costs, research expenditure is written off to the income statement in the period in which it is incurred. Development expenditure is written off in the same way unless and until the Group is satisfied as to the technical, commercial and financial viability of individual projects. Where this condition is satisfied, the development expenditure is capitalised and amortised over the period during which the Group is expected to benefit.

Following initial recognition, the carrying amount of an intangible asset is its cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. There were no indefinite-lived assets in 2019 or 2018.

Amortisation: Amortisation is charged on assets with finite lives and is disclosed as an administrative expenses in the income statement. Following initial recognition, the carrying amount of an intangible asset is its cost less any accumulated amortisation and any accumulated impairment losses.

The amortisation method used shall reflect the expected pattern of consumption of future economic benefits, generally amortised on a straightline basis, the amortisation periods used are as follows:

Intangible assets acquired in business combinations 1.5 to 20 years.
Intangible assets purchased or internally capitalised 3 to 20 years.

3.3 Intangible assets continued

Impairment: Intangible assets with finite lives are only tested for impairment, either individually or at the cash-generating unit level, where there is an indicator of impairment.

Strategic report Corporate governance Financial statements 134

Derecognition: Intangible assets are derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset (retired). Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year in which the item is derecognised.

Significant accounting judgements, estimates and assumptions

The measurement of intangible assets other than goodwill in a business combination: On the acquisition of a business, the identifiable intangible assets may include licences, customer lists and brands. The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset as in most cases no active market for the assets exists and therefore no observable value. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets. The relative size of the Group's intangible assets, excluding goodwill, makes the judgements surrounding the estimated useful lives material to the Group's financial position and performance.

The assessment of costs capitalised as intangible assets to generate future economic benefits: Judgement is applied in assessing whether costs incurred, both internal and external, will generate future economic benefits. Significant judgements and estimates are applied in determining the carrying value of the assets, including assumptions made in respect of the status of the programme each asset relates to, and there may be a range of possible outcomes when a programme is complex.

			2019			2018
	Intangible assets acquired in business combinations £m	Capitalised/ purchased intangible assets £m	Total £m	Intangible assets acquired in business combinations £m	Capitalised/ purchased intangible assets £m	Total £m
Cost
At 1 January	552.5	254.0	806.5	715.3	214.5	929.8
Subsidiaries acquired	—	—	—	2.7	—	2.7
Business disposal	—	—	—	(48.7)	(7.3)	(56.0)
Additions	—	124.7	124.7	—	70.1	70.1
Disposals – included in adjusted profit	—	(2.7)	(2.7)	—	(5.1)	(5.1)
Transfer to assets held for sale	—	(0.1)	(0.1)	—	—	—
Asset retirement	(179.2)	(12.2)	(191.4)	(123.3)	(18.8)	(142.1)
Exchange movement	(2.3)	(0.7)	(3.0)	6.5	0.6	7.1
At 31 December	371.0	363.0	734.0	552.5	254.0	806.5
Amortisation and impairment
At 1 January	425.8	52.0	477.8	438.0	47.6	485.6
Amortisation charged during the year	50.3	31.1	81.4	86.7	27.9	114.6
Impairment – excluded from adjusted profit	—	13.8	13.8	61.7	—	61.7
Business disposal	—	—	—	(41.3)	(3.9)	(45.2)
Disposals – included in adjusted profit	—	(1.5)	(1.5)	—	(0.7)	(0.7)
Asset retirement	(179.2)	(12.2)	(191.4)	(123.3)	(18.8)	(142.1)
Exchange movement	—	(0.3)	(0.3)	4.0	(0.1)	3.9
At 31 December	296.9	82.9	379.8	425.8	52.0	477.8
Net book value (NBV)
At 1 January	126.7	202.0	328.7	277.3	166.9	444.2
At 31 December	74.1	280.1	354.2	126.7	202.0	328.7

Intangible assets acquired in business combinations include brands (NBV 2019: £8.8m, 2018: £17.5m), IP software and licences (NBV 2019: £28.7m, 2018: £38.7m), contracts and committed sales (NBV 2019: £15.9m, 2018: £21.6m) and clients lists and relationships (NBV 2019: £20.7m, 2018: £48.9m).

Intangible assets capitalised or purchased include capitalised software development (NBV 2019: £237.0m, 2018: £161.6m) and other intangibles (NBV 2019: £43.1m, 2018: £40.4m).

The aim of the finance transformation is to improve the Group's financial reporting systems, processes and controls, by increasing standardisation, automation and the quality of available data. The new financial systems were due to go live in the second half of 2019. While progress was made, we took the decision to defer the go-live as more work is required on the core processes and procedures before the system can effectively be implemented. We have reviewed the costs capitalised and assessed that £12.3m is impaired, representing areas that we expect to redesign before going live. The carrying value of the investment at 31 December 2019, post impairment, is £58.6m. Further impairment may arise should there be a material change to the Group's operating model. This impairment is included within significant restructuring. We have continued to invest in shared service centres and offshoring, and in making improvements to the Group's existing reporting systems, processes and controls.

Notes to the consolidated financial statements continued

3.4 Goodwill

Strategic report Corporate governance Financial statements 134

2019 2018

Capitalised/ purchased intangible assets £m

Total £m

Intangible assets acquired in business combinations £m

Section 3: Operating assets and liabilities continued

Significant accounting judgements, estimates and assumptions

and the carrying amount of the item) is included in the income statement in the year in which the item is derecognised.

Impairment: Intangible assets with finite lives are only tested for impairment, either individually or at the cash-generating unit level, where there is

Intangible assets acquired in business combinations £m

At 1 January 552.5 254.0 806.5 715.3 214.5 929.8 Subsidiaries acquired ——— 2.7 — 2.7 Business disposal ——— (48.7) (7.3) (56.0) Additions — 124.7 124.7 — 70.1 70.1 Disposals – included in adjusted profit — (2.7) (2.7) — (5.1) (5.1) Transfer to assets held for sale — (0.1) (0.1) ——— Asset retirement (179.2) (12.2) (191.4) (123.3) (18.8) (142.1) Exchange movement (2.3) (0.7) (3.0) 6.5 0.6 7.1 At 31 December 371.0 363.0 734.0 552.5 254.0 806.5

At 1 January 425.8 52.0 477.8 438.0 47.6 485.6 Amortisation charged during the year 50.3 31.1 81.4 86.7 27.9 114.6 Impairment – excluded from adjusted profit — 13.8 13.8 61.7 — 61.7 Business disposal ——— (41.3) (3.9) (45.2) Disposals – included in adjusted profit — (1.5) (1.5) — (0.7) (0.7) Asset retirement (179.2) (12.2) (191.4) (123.3) (18.8) (142.1) Exchange movement — (0.3) (0.3) 4.0 (0.1) 3.9 At 31 December 296.9 82.9 379.8 425.8 52.0 477.8

At 1 January 126.7 202.0 328.7 277.3 166.9 444.2 At 31 December 74.1 280.1 354.2 126.7 202.0 328.7 Intangible assets acquired in business combinations include brands (NBV 2019: £8.8m, 2018: £17.5m), IP software and licences (NBV 2019: £28.7m, 2018: £38.7m), contracts and committed sales (NBV 2019: £15.9m, 2018: £21.6m) and clients lists and relationships (NBV 2019: £20.7m,

Intangible assets capitalised or purchased include capitalised software development (NBV 2019: £237.0m, 2018: £161.6m) and other intangibles

standardisation, automation and the quality of available data. The new financial systems were due to go live in the second half of 2019. While progress was made, we took the decision to defer the go-live as more work is required on the core processes and procedures before the system can effectively be implemented. We have reviewed the costs capitalised and assessed that £12.3m is impaired, representing areas that we expect to redesign before going live. The carrying value of the investment at 31 December 2019, post impairment, is £58.6m. Further impairment may arise should there be a material change to the Group's operating model. This impairment is included within significant restructuring. We have continued to invest in shared service centres and offshoring, and in making improvements to the Group's existing reporting systems, processes

The aim of the finance transformation is to improve the Group's financial reporting systems, processes and controls, by increasing

Capitalised/ purchased intangible assets £m

Total £m

3.3 Intangible assets continued

an indicator of impairment.

financial position and performance.

Amortisation and impairment

Net book value (NBV)

(NBV 2019: £43.1m, 2018: £40.4m).

2018: £48.9m).

and controls.

Cost

range of possible outcomes when a programme is complex.

135 Capita plc Annual Report 2019

Accounting policies

Following initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Goodwill arising on acquisitions prior to 31 December 1997 remains set-off directly against reserves and does not get recycled through the income statement.

At the acquisition date, any goodwill acquired is allocated to the cash-generating units ('CGU') which are expected to benefit from the combination's synergies. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill relates. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognised. Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in these circumstances is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained.

Acquisitions and disposals of non-controlling interests that do not result in a change of control are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. Any difference between the price paid or received and the amount by which non-controlling interests are adjusted is recognised directly in equity and attributed to the owners of the parent company.

Prior to the adoption of IAS 27 (Amended), goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction.

Significant accounting judgements, estimates and assumptions

Measurement and impairment of goodwill: The amount of goodwill initially recognised as a result of a business combination is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management's judgement. Allocation of the purchase price affects the results of the Group as finite lived intangible assets are amortised. The Group determines whether goodwill is impaired on an annual basis or more frequently if required and this requires an estimation of the fair value less cost of disposal of the CGUs to which the intangible assets are allocated utilising an estimation of future cash flows and choosing a suitable discount rate.

	2019	2018
	Total £m	Total £m
Cost
At 1 January	2,020.6	2,071.2
Business disposal	—	(50.9)
Transfer to assets held for sale	(2.8)	—
Exchange movement	(1.7)	0.3
At 31 December	2,016.1	2,020.6

Accumulated impairment
At 1 January	761.6	703.3
Impairment – excluded from adjusted profit	41.4	33.8
Impairment – business exit	35.3	24.3
Exchange movement	—	0.2
At 31 December	838.3	761.6

Carrying amount
At 1 January	1,259.0	1,367.9
At 31 December	1,177.8	1,259.0

Cash-generating units

Reflecting the way management exercises oversight and monitors the Group's performance, the lowest level at which goodwill is monitored is at the divisional level for four divisions (Software, People Solutions, Customer Management and Consulting (see below)), and at a sub-divisional level for the other three divisions (Government Services, Technology Solutions and Specialist Services), and goodwill is allocated to these CGUs or groups of CGUs. As at the 31 December 2019, the Group has 10 CGUs or groups of CGUs for the purpose of impairment testing.

A new Consulting division was created in 2019 in line with the Group's strategy. This new division forms its own stand-alone CGU for goodwill testing. The division was formed following the transfer of businesses from the Software segment and the relevant goodwill has been reallocated to reflect this transfer. Reallocations have also been made between Specialist Services and IT Services to reflect a restructuring of certain businesses between the two CGUs in 2019.

As the transformation plan progresses, the Board will continue to assess the level at which management exercise oversight and monitors the Group's performance to ensure the allocation to CGUs remains appropriate.

3.4 Goodwill continued

Carrying amount of goodwill allocated to groups of CGUs:

		People	Customer	Government Services	Technology Solutions		Specialist
CGU	Software £m	Solutions £m	Management £m	Central Government	IT Services £m	Network Services	Services £m	Consulting £m	Total £m
At 1 January 2019	275.6	203.5	138.7	8.7	117.7	108.5	406.3	—	1,259.0
Restructures	(20.7)	—	—	—	91.5	—	(91.5)	20.7	—
Transfer to assets held for sale	—	—	—	—	—	—	(2.8)	—	(2.8)
Exchange movement	—	—	(1.7)	—	—	—	—	—	(1.7)
Impairment – business exit	—	(3.8)	—	—	—	—	(31.5)	—	(35.3)
Impairment	—	—	—	—	—	(41.4)	—	—	(41.4)
At 31 December 2019	254.9	199.7	137.0	8.7	209.2	67.1	280.5	20.7	1,177.8

Strategic report Corporate governance Financial statements 136

Specialist Regulated Services and Local Government CGUs are not included in the table above as related goodwill was fully impaired in prior years.

Business exits

As set out in note 2.8, one business in Specialist Services that the Group intends to dispose of in 2020 has met the criteria to be treated as held for sale as at 31 December 2019. A portion of the goodwill relating to this business has been reclassified to assets held for sale, and the remaining amount impaired within business exits.

One business within People Solutions has met the criteria to be treated as a business exit as at 31 December 2019. Goodwill relating to this business has been impaired within business exits.

The impairment test

The Group's impairment test compares the carrying value of each CGU with its recoverable amount. The recoverable amount of a CGU is the higher of fair value less cost of disposal, and value in use. As the Group continues to implement the Group-wide transformation plan, described earlier in the strategic report, it has been determined that for 2019, fair value less costs of disposal will generate the higher recoverable amount. The valuation of CGUs under fair value less costs of disposal also assumes that a third-party acquirer would undertake a similar transformation plan to derive similar benefits in the business going forward. Fair value less costs of disposal have been estimated using discounted cash flows. The fair value measurement was categorised as a Level 3 fair value based on the inputs in the valuation technique used.

In undertaking the annual impairment review, the Directors considered both external and internal sources of information, and any observable indications that may suggest that the carrying value of goodwill may be impaired.

The enterprise value of each CGU is dependent on the successful implementation of the transformation plan. The objective of the new strategy announced in April 2018 is to become a more focused and predictable business with improved returns, stronger client relationships and sustainable free cash flow. If the transformation plan fails to drive improved returns and sustainable free cash flow in one or more of the CGUs, then this may give rise to an impairment of goodwill in future periods.

As set out in the Chief Financial Officer's review in the strategic report, although 2019 adjusted operating profit was in line with expectations, oneoff gains offset a lower than planned level of growth in the second half of 2019, meaning the Group entered 2020 at a lower level than expected and reliant on an increased level of growth. In relation to Network Services, post the half year results announcement and as the market continues to change, forecast margins were impacted by high competition and market pressures, which was then reflected in the 2020 business plan. Whilst we continue to win new revenue, albeit not at the expected level of growth, the margin pressure is expected to continue until we move to provision of our digital transformation propositions. The impact of this was an impairment to the Network Services CGU of £41.4m.

In 2018, the deterioration of the local government market for large BPO contracts resulted in an impairment charge of Local Government goodwill and acquired intangibles.

The key inputs to the calculations are described below, including changes in market conditions.

Forecast cash flows

The bottom-up business planning process completed in early 2020 and the resulting three year business plan for 2020, 2021 and 2022 was approved by the Board. For the 2019 impairment test, the business plan for 2020-2022 was used to derive the cash flow forecasts for the purpose of the impairment test. Other than for movements in deferred income and contract fulfilment assets, cash flows are adjusted to exclude working capital movements as the corresponding balances are not included in the CGU carrying amount. The cash flows include forecast capital expenditure and restructuring, as well as an allocation of the costs of central functions. For the purpose of goodwill impairment testing, the business plan cash flow forecasts have been further risk adjusted using historical performance to reflect additional contingencies relating to unsolutioned revenues, contract terminations, losses and renewal forecasts, and additional contract specific contingencies.

The Board have considered an appropriate methodology to apply in allocating the costs of the central functions, which is a key sensitivity. Forecast CGU level 2021 EBITDA measures have been used for this purpose, as these are seen to represent a steady state forecast for the Group and an appropriate approximation of the attention and focus of the Group's central functions. As the transformation plan delivers, the Board will assess any changes required to ensure the allocation methodology continues to reflect the efforts of the central functions.

The long-term growth rate is based on inflation forecasts by recognised bodies and this has been applied to forecast cash flows for years four and five (2023 and 2024) and for the terminal period. The 2019 long-term growth rate is 1.6% (2018: 1.5%).

Discount rates

Management estimates discount rates using pre-tax rates that reflect the latest market assumptions for the risk-free rate, the equity risk premium and the net cost of debt, which are all based on publicly available external sources.

Notes to the consolidated financial statements continued

3.4 Goodwill continued

137 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 136

Services £m

£m Central

Network Services Consulting £m

Total

Section 3: Operating assets and liabilities continued

People Solutions £m

Customer Management £m

Government

At 1 January 2019 275.6 203.5 138.7 8.7 117.7 108.5 406.3 — 1,259.0 Restructures (20.7) — — — 91.5 — (91.5) 20.7 — Transfer to assets held for sale — — — — — — (2.8) — (2.8) Exchange movement — — (1.7) — — — — — (1.7) Impairment – business exit — (3.8) — — — — (31.5) — (35.3) Impairment — — — — — (41.4) — — (41.4) At 31 December 2019 254.9 199.7 137.0 8.7 209.2 67.1 280.5 20.7 1,177.8 Specialist Regulated Services and Local Government CGUs are not included in the table above as related goodwill was fully impaired in prior

One business within People Solutions has met the criteria to be treated as a business exit as at 31 December 2019. Goodwill relating to this

In undertaking the annual impairment review, the Directors considered both external and internal sources of information, and any observable

In 2018, the deterioration of the local government market for large BPO contracts resulted in an impairment charge of Local Government goodwill

The long-term growth rate is based on inflation forecasts by recognised bodies and this has been applied to forecast cash flows for years four and

Management estimates discount rates using pre-tax rates that reflect the latest market assumptions for the risk-free rate, the equity risk premium

The fair value measurement was categorised as a Level 3 fair value based on the inputs in the valuation technique used.

of our digital transformation propositions. The impact of this was an impairment to the Network Services CGU of £41.4m.

unsolutioned revenues, contract terminations, losses and renewal forecasts, and additional contract specific contingencies.

will assess any changes required to ensure the allocation methodology continues to reflect the efforts of the central functions.

The key inputs to the calculations are described below, including changes in market conditions.

five (2023 and 2024) and for the terminal period. The 2019 long-term growth rate is 1.6% (2018: 1.5%).

and the net cost of debt, which are all based on publicly available external sources.

Services Technology Solutions Specialist

IT Services £m

3.4 Goodwill continued

CGU

years.

Business exits

The impairment test

and acquired intangibles.

Forecast cash flows

Discount rates

Carrying amount of goodwill allocated to groups of CGUs:

remaining amount impaired within business exits.

business has been impaired within business exits.

Software £m

indications that may suggest that the carrying value of goodwill may be impaired.

then this may give rise to an impairment of goodwill in future periods.

The table below represents the pre-tax discount rates used on the cash flows.

	Software	People Solutions	Customer Management	Central Government	Local Government	IT Services	Network Services	Specialist Regulated Services	Specialist Services	Consulting
2019	11.5%	10.9%	10.7%	10.2%	15.6%	9.9%	9.9%	10.3%	10.6%	10.6%
2018	12.7%	12.1%	11.9%	11.4%	16.8%	11.1%	11.1%	11.5%	11.8%	—

As set out above, discount rates used in 2019 are 1.2% lower than those for 2018. The key drivers for this decrease are changes in market assumptions for UK corporate bond yields and risk-free rates, and a decrease in the levered beta of peer group comparators.

Sensitivity analysis

The impairment testing as described is reliant on the accuracy of management's forecasts and the assumptions that underlie them and also on the selection of the discount and growth rates to be applied. In order to gauge the sensitivity of the result to a change in any one, or combination of the assumptions that underlie the model, a number of scenarios have been run to identify the range of reasonably possible alternatives and measure which CGUs are the most susceptible to an impairment should the assumptions used be varied. This sensitivity analysis is only applicable to the CGUs that have goodwill.

The table below shows how the enterprise value would be impacted (with all other variables being equal) by an increase in discount rate of 1%, or a decrease of 1% in the long-term growth rate (for the terminal period) for the Group in total and each of the CGUs, or if the severe but plausible downsides applied to the base-case projections for assessing going concern and viability, without mitigations. These include trading downside risks which assume the transformation plan is not successful in delivering the anticipated revenue growth and assumes a downside that also incorporates revenue attrition. The severe downside has incorporated potential adverse financial impacts that could arise from incidents such as data breaches, cyber-attacks, controls failures and an assessment of the potential fines and penalties for any non-compliance with laws and regulations. We have also considered the impact of all of the scenarios together and disclosed the impact on impairment in the final column.

	1% increase in discount rate £m	Long-term growth rate decrease by 1%£m	Severe but plausible downside £m	Combination sensitivity £m	Increase in 2019 impairment using combination scenario £m
Software	(69.0)	(51.8)	(315.4)	(379.3)	(37.2)
People Solutions	(46.4)	(34.8)	(266.3)	(299.5)	(129.0)
Customer Management	(64.5)	(50.1)	(294.4)	(353.1)	—
Central Government	(40.2)	(33.1)	(214.4)	(243.8)	—
IT Services	(43.9)	(33.7)	(184.9)	(224.2)	(93.0)
Network Services	(9.4)	(7.4)	(172.4)	(158.5)	(79.0)
Specialist Services	(67.8)	(50.6)	(142.6)	(229.5)	—
Consulting	(74.7)	(56.1)	(265.8)	(339.9)	—
Total	(415.9)	(317.6)	(1,856.2)	(2,227.8)	(338.2)

Management continue to monitor closely the performance of all CGUs and consider the impact of any changes to the key assumptions. Given the Group is in the middle of a multi-year transformation there is a higher range of potential future outcomes. A number of these downsides would give rise to a larger impairment.

3.5 Right-of-use assets

Accounting policies AP

At the inception of the lease, the Group recognises a right-of-use asset at cost, which comprises the present value of minimum lease payments determined at the inception of the lease. Right-of-use assets are depreciated using the straight-line method over the shorter of estimated life or the lease term. Depreciation is included within administrative expenses in the consolidated income statement. Amendment to lease terms resulting in a change in payments or the length of the lease results in an adjustment to the right-of-use asset and liability. Right-of-use assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be fully recoverable.

Right-of-uses assets exclude leases with a low value and term of 12 months or less. These leases are expensed to the income statement as incurred.

				2019
	Property £m	Motor vehicles £m	Equipment £m	Total £m
Net book value
Adoption (note 6.4)	500.8	8.7	58.7	568.2
Addition of new leases	20.5	0.1	6.4	27.0
Depreciation charged during the year	(73.9)	(4.5)	(20.8)	(99.2)
Other movements	(1.4)	—	(13.7)	(15.1)
At 31 December	446.0	4.3	30.6	480.9

Other movements includes amendments to existing leases, impairment and terminations.

3.6 Provisions

Accounting policies

Provisions are recognised when the Group has a present legal or constructive obligation arising from past events, it is probable that cash will be paid to settle it and the amount can be estimated reliably. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows by a rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a financing cost in the income statement. The value of the provision is determined based on assumptions and estimates in relation to the amount, timing and likelihood of actual cash flows, which are dependent on future events.

Strategic report Corporate governance Financial statements 138

Significant accounting judgements, estimates and assumptions

Judgement is required in measuring and recognising provisions related to pending litigation or other outstanding claims subject to negotiated settlement, mediation and arbitration, as well as other contingent liabilities. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual losses may be different from the originally estimated provision. Where practicable, the range of reasonably possible outcomes and sensitivities of the carrying amounts to the methodology, assumptions and estimates, the reason for the sensitivity, the expected resolution of uncertainties and the range of reasonable possible alternatives, are provided. Where no reliable basis of estimation can be made, no provision is recorded. However, contingent liabilities disclosures are given when there is a greater than a remote probability of outflow of economic benefits. See note 6.2.

Onerous contract provisions

See note 2.1 for further information.

Provisions

The movements in provisions during the year are as follows:

	Restructuring provision £m	Business exit provision £m	Asset services indemnity provision £m	Claim and litigation provision £m	Property provision £m	Other £m	Total £m
At 1 January 2019	12.0	17.5	3.0	46.4	19.9	17.4	116.2
IFRS 16 adoption reclassification to right-of-use assets1	(3.5)	—	—	—	(11.7)	—	(15.2)
Provisions provided for in the year	22.5	2.1	—	21.6	3.7	8.2	58.1
Provisions released in the year	(2.3)	(5.6)	—	(11.7)	(0.8)	(3.9)	(24.3)
Utilisation	(22.6)	(6.5)	—	(15.1)	(2.8)	(7.2)	(54.2)
Reclassification between categories	—	3.0	(3.0)	—	—	—	—
At 31 December 2019	6.1	10.5	—	41.2	8.3	14.5	80.6

On adoption of IFRS 16 (effective 1 January 2019), all leases within the scope of the standard were recognised as right-of-use assets and lease liabilities on the Group's balance sheet. This resulted in the reclassification of restructuring and property provisions of £15.2m against these right-of-use assets. Refer to note 6.4 for further details.

The provisions made above have been shown as current or non-current on the balance sheet to indicate the Group's expected timing of the matters reaching conclusion.

Restructuring provision: The provision represents the cost of reducing role count where communication to affected employees has crystallised a valid expectation that roles are at risk, there are likely to unwind over a period of 1 to 2 years. Additionally, it reflects the onerous nature leasehold property costs where properties are exited as a result of the transformation plan, these provisions are likely to unwind over a period of 1 to 25 years.

Business exit provision: The provision relates to the cost of exiting businesses through disposal or closure including professional fees related to business exits and the costs of separating the businesses being disposed. These are likely to unwind over a period of 1 to 5 years.

Capita Asset Services indemnity provision: Capita completed the disposal of its Asset Services businesses to the Link Group on 3 November 2017 and provided an indemnity against certain legacy claims. The remaining £3.0m provision has been transferred to business exit provisions. Due to the nature of these claims, the Group cannot give an estimate of the period over which this provision will unwind.

Claims and litigation provision: The Group is exposed to claims and litigation proceedings arising in the ordinary course of business. These matters are reassessed regularly and where obligations are probable and estimable, provisions are made representing the Group's best estimate of the expenditure to be incurred. Due to the nature of these claims, the Group cannot give an estimate of the period over which this provision will unwind.

Other provisions: Relates to provisions in respect of other potential exposures arising due to the nature of some of the operations that the Group provides, the most significant of which are in respect of immaterial onerous contracts of £6.1m (2018: £7.4m). These are likely to unwind over a period of 1 to 10 years.

Notes to the consolidated financial statements continued

This section outlines the Group's capital structure and financing costs. The Group defines its capital structure as its cash and cash equivalents, non-current interest bearing loans and borrowings and equity. The Group aims to manage its capital structure to safeguard the Group's ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders. The Group manages its capital structure to maintain a sustainable mix of debt and equity that ensures that the Group can pursue its strategy. The Group makes adjustments to its capital structure in light of changes in economic conditions and strategic operational risk. To maintain or adjust the capital structure, the Group may return capital to shareholders through dividends and share buy backs, sell assets, raise additional equity, or arrange additional debt facilities. In this section you will find disclosures about:

4.1 Net debt, capital and capital management
4.2 Financial risk
4.3 Net finance costs
4.4 Leases

139 Capita plc Annual Report 2019

4.5 Financial instruments and the fair value hierarchy
4.6 Issued share capital
4.7 Group composition and non-controlling interests

Denotes accounting policies

Strategic report Corporate governance Financial statements 138

Section 3: Operating assets and liabilities continued

Significant accounting judgements, estimates and assumptions

Restructuring provision £m

resulted in the reclassification of restructuring and property provisions of £15.2m against these right-of-use assets. Refer to note 6.4 for further details.

At 1 January 2019 12.0 17.5 3.0 46.4 19.9 17.4 116.2 IFRS 16 adoption reclassification to right-of-use assets1 (3.5) — — — (11.7) — (15.2) Provisions provided for in the year 22.5 2.1 — 21.6 3.7 8.2 58.1 Provisions released in the year (2.3) (5.6) — (11.7) (0.8) (3.9) (24.3) Utilisation (22.6) (6.5) — (15.1) (2.8) (7.2) (54.2) Reclassification between categories — 3.0 (3.0) — — — — At 31 December 2019 6.1 10.5 — 41.2 8.3 14.5 80.6 1. On adoption of IFRS 16 (effective 1 January 2019), all leases within the scope of the standard were recognised as right-of-use assets and lease liabilities on the Group's balance sheet. This

The provisions made above have been shown as current or non-current on the balance sheet to indicate the Group's expected timing of the

Business exit provision: The provision relates to the cost of exiting businesses through disposal or closure including professional fees related to

Property provision: The property provisions remaining after the IFRS 16 adoption reclassification to right-of-use assets relate to unavoidable running cost of leasehold property where the space is vacant or currently not planned to be used for ongoing operations and for dilapidation costs. The expectation is that this expenditure will be incurred over the remaining periods of the leases which range from 1 to 26 years. Other provisions: Relates to provisions in respect of other potential exposures arising due to the nature of some of the operations that the Group provides, the most significant of which are in respect of immaterial onerous contracts of £6.1m (2018: £7.4m). These are likely to unwind

business exits and the costs of separating the businesses being disposed. These are likely to unwind over a period of 1 to 5 years.

Due to the nature of these claims, the Group cannot give an estimate of the period over which this provision will unwind.

Business exit provision £m

Asset services indemnity provision £m

Claim and litigation provision £m

Property provision £m

Other £m Total £m

3.6 Provisions

Accounting policies

economic benefits. See note 6.2. Onerous contract provisions See note 2.1 for further information.

matters reaching conclusion.

over a period of 1 to 10 years.

1 to 25 years.

unwind.

The movements in provisions during the year are as follows:

Provisions

Denotes significant accounting judgements

Key highlights

Headline gearing2 : headline net debt to adjusted EBITDA1 Covenant gearing2 Aim: Maintain the ratio of headline net debt to adjusted EBITDA

in the range of 1x and 2x over the long term

(2018: 1.1x) (2018: 1.2x)

Definitions of the alternative performance measures and related KPI's can be found in section 8.2.
Headline gearing differs to covenant gearing. Headline gearing is based on the headline net debt of £790.6m (2018: £466.1m). Headline net debt excludes the Group's restricted cash of £42.1m (2018: £28.6m) included in the covenant gearing calculations which are based on the adjusted net debt of £832.7m (2018: £494.7m). Impact of IFRS 16 has been removed from both ratios. Refer to section 8.2 for further details.

Capital strategy

Upon completion of its transformation, the Group will determine and communicate a financial policy that provides clarity to debt and equity providers about how it will structure and manage its balance sheet. In the interim the Group's main objective in this regard is to develop a strong and flexible balance sheet that supports the investment needed to grow the business. The Group is advanced with plans to replace debt maturing in 2020 and early 2021 with net debt which has less restrictive covenants. The Revolving Credit Facility will be used to provide necessary liquidity in the short term. The capital from any disposals will be recycled to support the focus on driving growth in the Group's chosen markets, and shareholder returns will be reviewed as sustainable free cash flow grows.

Capital structure	2019 £m	2018 £m	Year on year movement £m
Cash	(409.1)	(957.5)	548.4
Overdraft	286.3	314.8	(28.5)
Lease liabilities	562.6	—	562.6
Private placement loan notes	990.7	1,108.0	(117.3)
Other loan notes	0.3	0.3	0.0
Term loan	—	100.0	(100.0)
Currency and interest rate swaps	(78.3)	(101.5)	23.2
Deferred consideration	0.7	2.0	(1.3)
Net debt	1,353.2	466.1	887.1
Undrawn Revolving Credit Facility	414.0	600.0	(186.0)
Capital	1,767.2	1,066.1	701.1

Key cash outlays in the year included net capital expenditure of £182.0m, repayment of debt and refinancing arrangement costs of £187.0m in total, and lease payments of £93.7m.

Lease liability movements are as a result of the adoption of IFRS 16.

Private placement loan notes decreased following the prepayment of certain Euro fixed rate bearer notes of £11.1m and repayment at maturity of US private placement loan notes of £74.8m in July 2019. The term loan matured and was repaid in May 2019.

Currency and interest rate swaps reduced both through expiry at the maturity of associated hedged debt and movement in the fair value of the remaining derivatives.

The Revolving Credit Facility (RCF) was undrawn at 31 December 2019. At this time the RCF was £414.0m. The addition of a further bank to the facility in February 2020 increased the RCF to £452.0m.

: adjusted net debt to adjusted EBITDA1 Aim: Compliance with the ratio of adjusted net debt to adjusted

EBITDA maximum permitted level of 3.0x to 3.5x in line with covenants of other financing arrangements

Net finance costs

Net finance costs have decreased by £9.6m to £62.4m (2018: £72.0m), the reduction is due to lower levels of debt and reduced early redemption costs of £28.2m arising from debt repayments and a decrease of £5.0m in net interest costs on defined benefit pension schemes, partially offset by interest on lease liabilities of £25.7m subsequent to the adoption of IFRS 16.

Strategic report Corporate governance Financial statements 140

Liquidity

Liquidity remains a key area of focus for the Group. Financial instruments used to fund operations and to manage liquidity comprise US private placement loan notes, Euro fixed rate bearer notes, a Schuldschein loan, an RCF, leases and overdrafts.

The Group does not rely on sources of funding that are not contractually committed. To mitigate the risk of needing to refinance in challenging conditions, the Group is diversifying its sources of committed funding and are well advanced in spreading debt maturities to November 2027. In addition, the Group's RCF of £414.0m at 31 December 2019 (2018: £600.0m) provides flexible liquidity available to fund operations and a reasonable liquidity buffer allowing for contingencies. In December 2019, the facility was extended to 31 August 2022, (extendable for a further year to 31 August 2023 with the consent of the lenders by 31 August 2021). The addition of a further bank to the facility in February 2020 resulted in the facility increasing to £452.0m.

In addition to the RCF, in February 2020 the Group agreed a backstop liquidity facility of £150.0m. The backstop liquidity facility has an initial maturity in February 2021, and is extendable at the option of the Group to a final maturity in August 2022.

The Board is taking steps to extend the average term to maturity of its debt, and thereby reduce refinancing risk, by issuing new long-term debt instruments. The Board's view is that the appropriate leverage ratio for Capita over the medium term should be between 1 and 2 times headline net debt to adjusted EBITDA (prior to the adoption of IFRS 16). At 31 December 2019, the Group's headline gearing ratio was 2.0x (2018: 1.1x) before the adoption of IFRS 16. Net debt increased as a result of the adoption of IFRS 16.

The impact of IFRS 16 adoption on the Group's adjusted net debt to adjusted EBITDA debt covenant ratio is neutral, as the Group covenants are calculated using GAAP applied before the adoption of IFRS 16, with the exception of the US private placement loan notes. The US private placement loan notes covenant test includes the income statement impact of IFRS 16 but not the balance sheet impact, and therefore adoption of IFRS 16 is favourable on this covenant measure.

Under the RCF and Euro fixed rate bearer notes covenants at 31 December 2019 the Group's adjusted net debt to adjusted EBITDA ratio was 2.2x (2018: 1.2x) compared to a maximum permitted value of 3.5x and annualised interest cover at 10.8x (2018: 8.2x) compared to a minimum permitted level of 4.0x. Under the US private placement loan notes covenant calculations, at 31 December 2019 the Group's adjusted net debt to adjusted EBITDA ratio was 1.7x compared to a maximum permitted value of 3.0x and annualised interest cover at 11.2x compared to a minimum permitted level of 4.0x. As the comparatives have not been restated on the adoption of IFRS 16, the December 2018 ratio only provides a meaningful comparison in the case of the other financing arrangements and therefore no comparatives are shown for the US private placement loan notes.

4.1 Net debt, capital and capital management

4.1.1 Net debt and capital

The components of the Group's net debt and undrawn available liquidity are summarised below. The key movement in the Group's capital is a result of the adoption of IFRS 16.

Notes	2019 £m	2018 £m
Cash 4.5.4	(409.1)	(957.5)
Overdraft 4.5.4	286.3	314.8
Lease liabilities1 4.4.1	562.6	—
Private placement loan notes2 4.5.2	990.7	1,108.0
Other loan notes 4.5.2	0.3	0.3
Term loan 4.5.2	—	100.0
Currency and interest rate swaps 4.5.2	(78.3)	(101.5)
Deferred consideration 4.5.2	0.7	2.0
Net debt	1,353.2	466.1
Undrawn available Revolving Credit Facility 4.5.3	414.0	600.0
Capital	1,767.2	1,066.1

Capita has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of

initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.

Private placement loan notes include USD and GBP private placement loan notes, Euro fixed rate bearer notes and a Schuldschein loan.

A reconciliation of net debt shown above to cash flow can be found in note 2.10.3.

4.1.2 Capital management

The primary objective of the Group's capital management is to ensure that it maintains a strong credit standing, evidenced by healthy capital ratios, to support its ongoing business operations and to maximise shareholder value. The Group manages its capital structure, and makes adjustments to it, in light of changes in economic conditions and needs of the business. The Group's capital management includes consideration of dividend payments or the return of capital to shareholders or issuing new shares. Focus on capital management forms an important component of Board meetings, with attention to various matters including return on capital employed, and a mix of funding sources to ensure sustainability and flexibility. The Group's capital management process ensures that it meets the financial covenants of its borrowing arrangements. There have been no breaches in the financial covenants of any loans or borrowings in the period.

The Group structures and uses long-dated debt, generally private placement loan notes and committed bank facilities, to enable it to manage refinancing risk and for the general corporate purposes of the Group. Various constraints prevent the Group using surplus cash to further reduce its gross debt, including regulatory requirements and the need to maintain adequate liquidity for operations over the course of the planning period. Capita plc supports the obligations of its various regulated financial services businesses. The board of each regulated firm is responsible for ensuring it has embedded capital management frameworks that ensure the availability of adequate financial resources at all times. During the year, each complied with all externally imposed financial services regulatory capital requirements applicable to them.

Notes to the consolidated financial statements continued

4.1 Net debt, capital and capital management continued

The Group historically made use of short-term non-recourse invoice financing, however such facilities were not used during the year and the Group does not expect to use such invoice financing in the future. In addition, the Group aims to pay suppliers on time in accordance with agreed terms and does not seek to accelerate payments from customers beyond terms previously agreed.

The Group seeks to maintain a conservative and efficient capital structure with an appropriate level of gearing as detailed in Liquidity (Section 4: Capital structure and financing costs) above. These ratios are monitored monthly by the Board to ensure that it has a sustainable capital base to support its clients and operations, invest in the business and deliver its strategy.

4.2 Financial risk

141 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 140

Notes ²⁰¹⁹

£m

2018 £m

Section 4: Capital structure and financing costs continued

placement loan notes, Euro fixed rate bearer notes, a Schuldschein loan, an RCF, leases and overdrafts.

maturity in February 2021, and is extendable at the option of the Group to a final maturity in August 2022.

before the adoption of IFRS 16. Net debt increased as a result of the adoption of IFRS 16.

initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details. 2. Private placement loan notes include USD and GBP private placement loan notes, Euro fixed rate bearer notes and a Schuldschein loan.

arrangements. There have been no breaches in the financial covenants of any loans or borrowings in the period.

year, each complied with all externally imposed financial services regulatory capital requirements applicable to them.

A reconciliation of net debt shown above to cash flow can be found in note 2.10.3.

by interest on lease liabilities of £25.7m subsequent to the adoption of IFRS 16.

Liquidity remains a key area of focus for the Group. Financial instruments used to fund operations and to manage liquidity comprise US private

In addition to the RCF, in February 2020 the Group agreed a backstop liquidity facility of £150.0m. The backstop liquidity facility has an initial

The components of the Group's net debt and undrawn available liquidity are summarised below. The key movement in the Group's capital is a

Cash 4.5.4 (409.1) (957.5) Overdraft 4.5.4 286.3 314.8 Lease liabilities1 4.4.1 562.6 — Private placement loan notes2 4.5.2 990.7 1,108.0 Other loan notes 4.5.2 0.3 0.3 Term loan 4.5.2 — 100.0 Currency and interest rate swaps 4.5.2 (78.3) (101.5) Deferred consideration 4.5.2 0.7 2.0 Net debt 1,353.2 466.1 Undrawn available Revolving Credit Facility 4.5.3 414.0 600.0 Capital 1,767.2 1,066.1 1. Capita has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of

of dividend payments or the return of capital to shareholders or issuing new shares. Focus on capital management forms an important component of Board meetings, with attention to various matters including return on capital employed, and a mix of funding sources to ensure sustainability and flexibility. The Group's capital management process ensures that it meets the financial covenants of its borrowing

Net finance costs

in the facility increasing to £452.0m.

IFRS 16 is favourable on this covenant measure.

4.1 Net debt, capital and capital management

Liquidity

loan notes.

4.1.1 Net debt and capital

4.1.2 Capital management

result of the adoption of IFRS 16.

Financial risk management objectives and policies

The Group's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework, which is outlined on pages 40–47 of the strategic report. The Group's principal financial instruments comprise cash, bank loans, private placement loan notes, lease assets and liabilities and derivatives, the purpose of which is to provide liquidity for the Group's operations and to manage its financial risks. The Group has various other financial instruments including trade receivables and trade payables arising from its operations.

Derivatives comprise interest rate swaps, cross-currency interest rate swaps, and forward foreign currency contracts held with its relationship banks, all of which have investment grade credit ratings. The derivatives' purpose is to manage interest rate and currency risks arising from the Group's operations and its sources of finance. It is the Group's policy that no speculative trading in financial instruments shall be undertaken.

The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Board periodically reviews and agrees policies for managing each of these risks and they are summarised below.

4.2.1 Liquidity risk

The Group's policy is to hold cash and undrawn committed facilities at a level sufficient to fund the Group's operations and its medium-term plans.

The Group monitors the risk of a liquidity shortage through its business plan and liquidity cycle forecasts and analysis. The process considers the maturity of both the Group's financial instruments and projected cash flows from operations. The Group maintains a balance between continuity of funding and flexibility through the use or availability of multiple sources of funding over a broad spread of maturities up to November 2027. One such source of funding is the Group's committed bank facilities, which are available for operational funding and as a buffer for contingencies.

The table below summarises the maturity profile of the Group's financial liabilities at 31 December 2019 based on contractual undiscounted payments:

At 31 December 2019	Within 1 year £m	Between 1–2 years £m	Between 2–3 years £m	Between 3–4 years £m	Between 4–5 years £m	More than 5 years £m	Total £m
Overdraft	286.3	—	—	—	—	—	286.3
Private placement loan notes	232.7	236.0	231.3	70.6	—	214.0	984.6
Interest on loan notes	31.3	25.0	14.0	8.9	7.3	12.1	98.6
Lease liabilities	101.6	86.6	68.1	60.4	50.6	384.6	751.9
Contingent consideration	5.0	—	—	—	—	—	5.0
Public sector subsidiary partnership payment	9.4	9.4	9.4	9.4	—	—	37.6
Put options of non-controlling interests	103.1	5.8	—	—	—	—	108.9
Cross-currency interest rate swaps	1.2	1.2	0.9	0.8	0.4	0.9	5.4
Other financial instruments	0.8	—	—	—	—	—	0.8
	771.4	364.0	323.7	150.1	58.3	611.6	2,279.1

At 31 December 2018	Within 1 year £m	Between 1–2 years £m	Between 2–3 years £m	Between 3–4 years £m	Between 4–5 years £m	More than 5 years £m	Total £m
Overdraft	314.8	—	—	—	—	—	314.8
Private placement loan notes	83.8	238.6	243.3	254.9	72.4	221.0	1,114.0
Interest on loan notes	45.0	32.6	26.2	14.8	9.2	20.0	147.8
Term loan	100.0	—	—	—	—	—	100.0
Contingent consideration	—	8.9	—	—	—	—	8.9
Public sector subsidiary partnership payment	9.4	9.4	9.4	9.4	9.4	—	47.0
Put options of non-controlling interests	107.3	—	11.2	—	—	—	118.5
Cross-currency interest rate swaps	1.3	1.3	1.3	0.9	0.9	1.4	7.1
Other financial instruments	2.2	—	—	—	—	—	2.2

The above payments have been calculated based on the prevailing foreign exchange rates and interest rates at the end of the reporting period. For cross-currency interest rate swaps, only payments are included, receipts are excluded.

4.2.2 Foreign currency risk

The Group is not generally exposed to significant foreign currency transaction risk except where it purchases services in foreign currencies in Indian Rupee (INR) and USD. The Group seeks to mitigate the short term effect of this exposure by entering into forward foreign exchange contracts (including Non-deliverable Forward Contracts (NDFs)) to fix the GBP cost of highly probable transactions over a rolling 36 month future period.

4.2 Financial risk continued

To maximise hedge effectiveness the Group executes the forward foreign exchange contracts with terms matching the underlying cash flows.

At 31 December 2019, the Group held forward foreign exchange contracts against forecast internal monthly INR costs expected in the years up to and including December 2022. These forecast costs have been determined on the basis of the underlying cash flows associated with the delivery of services under executed customer contracts.

Strategic report Corporate governance Financial statements 142

4.2.2 Foreign currency risk continued

In addition the Group holds foreign exchange forwards against committed costs relating to the purchase of cloud software services in USD in years up to and including April 2023.

The following table demonstrates the sensitivity of the Group's profit before tax and equity to a 5% strengthening/(weakening) in INR and USD exchange rates, assuming all other variables are unchanged, that would arise from the resulting changes in the fair value of the Group's forward exchange contracts.

	USD			INR
	Effect on profit before tax £m	Effect on equity £m	Effect on profit before tax £m	Effect on equity £m
2019	—	(1.2)	—	(3.9)
2018	(2.2)	(1.3)	—	0.6

4.2.3 Interest rate risk

The Group manages its interest rate exposure, which arises from the Group's private placement loan notes, through a mix of fixed and variable interest rate debt, and through interest rate and cross-currency interest rate swaps. These swaps are designated fair value hedges against the fair value changes of the private placement loan notes.

The level of floating rate interest exposure, when considered with the floating rate interest received on cash and deposits gives the Group an acceptable overall interest rate risk profile. The interest rate profile of the Group's interest-bearing financial instruments was as follows:

At 31 December 2019	Within 1 year £m	Between 1–2 years £m	Between 2–3 years £m	Between 3–4 years £m	Between 4–5 years £m	More than 5 years £m	Total £m
Fixed rate
Private placement loan notes	92.3	35.7	171.1	27.4	—	122.3	448.8
Floating rate
Cash in hand	(409.1)	—	—	—	—	—	(409.1)
Overdraft	286.3	—	—	—	—	—	286.3
Private placement loan notes	140.2	204.8	59.4	43.4	—	94.1	541.9
Interest rate swaps	—	(1.0)	—	—	—	—	(1.0)
Cross-currency interest rate swaps	(15.5)	(30.3)	(11.1)	(4.8)	—	(15.6)	(77.3)
At 31 December 2018	Within 1 year £m	Between 1–2 years £m	Between 2–3 years £m	Between 3–4 years £m	Between 4–5 years £m	More than 5 years £m	Total £m
Fixed rate
Private placement loan notes	—	92.8	36.0	191.5	27.5	125.4	473.2
Floating rate
Cash in hand	(957.5)	—	—	—	—	—	(957.5)
Overdraft	314.8	—	—	—	—	—	314.8
Private placement loan notes	82.2	145.9	209.5	60.1	44.2	92.9	634.8
Term loan	100.0	—	—	—	—	—	100.0
Interest rate swaps	(0.5)	—	(1.4)	—	—	—	(1.9)
Cross-currency interest rate swaps	(9.3)	(21.8)	(35.5)	(12.2)	(5.3)	(15.5)	(99.6)

A sensitivity analysis to changes in interest rates shows that a 0.5% increase or decrease in interest rates, assuming all other variables are held constant, results in an £2.3m (2018: £3.2m) increase or decrease to profit before tax, and no impact on the Group's equity.

4.2.4 Hedges

Fair value hedges

The Group has in issue fixed rate USD and GBP private placement loan notes which it has hedged through a combination of interest rate and cross-currency interest rate swaps. The cross-currency interest rate swaps hedge the exposure to changes in the fair value of US dollar denominated loan notes. The loan notes, cross-currency and interest rate swaps have the same critical terms including the amount and the date of maturity.

The total loss in the year on the fair value hedges of £23.1m (2018: £27.5m) was equal to the gain/loss on the hedged items resulting in no net gain or loss in the income statement apart from hedge ineffectiveness from credit risk and currency basis risk. This effect of hedge ineffectiveness gave rise to a £2.8m debit (2018: £3.9m credit) to the income statement – shown in net finance costs, note 4.3.

4.2 Financial risk continued

The impact of the hedged item on the statement of financial position at 31 December 2019 is as follows:

Notes to the consolidated financial statements continued

	Notional Amount £m	Carrying Amount £m	Line item in the statement of financial position	Change in FV used for measuring ineffectiveness £m
Interest rate swaps	26.0	1.0	Financial assets	(0.9)
Cross-currency interest rate swaps – assets	394.9	80.9	Financial assets	(22.2)
Cross-currency interest rate swaps – liabilities	(44.7)	(3.6)	Financial liabilities	—

4.2.4 Hedges continued

143 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 142

USD INR

More than 5 years £m

More than 5 years £m Effect on equity £m

Total £m

Total £m

Effect on profit before tax £m

Section 4: Capital structure and financing costs continued

To maximise hedge effectiveness the Group executes the forward foreign exchange contracts with terms matching the underlying cash flows. At 31 December 2019, the Group held forward foreign exchange contracts against forecast internal monthly INR costs expected in the years up to and including December 2022. These forecast costs have been determined on the basis of the underlying cash flows associated with the delivery

In addition the Group holds foreign exchange forwards against committed costs relating to the purchase of cloud software services in USD in

2019 — (1.2) — (3.9) 2018 (2.2) (1.3) — 0.6

Within 1 year £m

Private placement loan notes 92.3 35.7 171.1 27.4 — 122.3 448.8

Cash in hand (409.1) — — — — — (409.1) Overdraft 286.3 — — — — — 286.3 Private placement loan notes 140.2 204.8 59.4 43.4 — 94.1 541.9 Interest rate swaps — (1.0) — — — — (1.0) Cross-currency interest rate swaps (15.5) (30.3) (11.1) (4.8) — (15.6) (77.3)

Within 1 year £m

Private placement loan notes — 92.8 36.0 191.5 27.5 125.4 473.2

Cash in hand (957.5) — — — — — (957.5) Overdraft 314.8 — — — — — 314.8 Private placement loan notes 82.2 145.9 209.5 60.1 44.2 92.9 634.8 Term loan 100.0 — — — — — 100.0 Interest rate swaps (0.5) — (1.4) — — — (1.9) Cross-currency interest rate swaps (9.3) (21.8) (35.5) (12.2) (5.3) (15.5) (99.6) A sensitivity analysis to changes in interest rates shows that a 0.5% increase or decrease in interest rates, assuming all other variables are held

constant, results in an £2.3m (2018: £3.2m) increase or decrease to profit before tax, and no impact on the Group's equity.

gave rise to a £2.8m debit (2018: £3.9m credit) to the income statement – shown in net finance costs, note 4.3.

Between 1–2 years £m

Between 1–2 years £m Effect on profit before tax £m

Between 2–3 years £m

Between 2–3 years £m

Between 3–4 years £m

Between 3–4 years £m Effect on equity £m

Between 4–5 years £m

Between 4–5 years £m

4.2 Financial risk continued

years up to and including April 2023.

exchange contracts.

4.2.3 Interest rate risk

At 31 December 2019

Fixed rate

Floating rate

At 31 December 2018

Fixed rate

Floating rate

4.2.4 Hedges Fair value hedges

of maturity.

of services under executed customer contracts. 4.2.2 Foreign currency risk continued

value changes of the private placement loan notes.

The impact of the hedged item on the statement of financial position at 31 December 2019 is, as follows:

	Carrying Amount £m	Accumulated FV adjustment £m	Line item in the statement of financial position	Change in FV used for measuring ineffectiveness £m
Private placement loan notes	990.7	78.3	Financial Liabilities	23.1

Cash flow hedges

The Group holds a series of forward foreign exchange contracts, in the form of NDFs, designated as hedges of the highly probable transactions in INR of the Group's Indian operations and committed USD costs up to April 2023. The terms of the NDFs match the terms of these commitments. Fair value of cash flow hedges at 31 December 2019 are shown in note 4.5.2.

The cash flow hedges were assessed to be highly effective. The cash flow hedging reserve comprises the effective portion of the cumulative net change in the fair value of the hedging instruments. The following table provides an analysis of components of equity resulting from cash flow hedge accounting:

	2019	2018
	£m	£m
At 1 January	1.5	1.9
Change in fair value	1.0	2.0
Reclassified to the profit or loss	(2.6)	(2.5)
Tax on movements on reserves during the year	0.3	0.1
At 31 December	0.2	1.5

4.2.5 Credit risk

The Group trades only with third parties that are expected to be creditworthy. It is the Group's policy that all clients who wish to trade on credit terms are subject to credit verification procedures. The Group manages its operations to avoid any excessive concentration of counterparty risk and the Group takes all reasonable steps to seek assurance from the counterparties to ensure that they can fulfil their obligations. In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to credit loss is low and has not increased significantly.

The carrying amounts of the Group's financial assets and contract assets represent its maximum credit exposure.

The mark-to-market movement on derivatives includes the extent to which the fair value of these instruments has been affected by the perceived change in the creditworthiness of the counterparties to those instruments and that of the Group itself (own credit risk). The Group is comfortable that the risk attached to those counterparties is not significant and believes that the swaps continue to act as an effective hedge against the movements in the fair value of the Group's private placement loan notes.

4.3 Net finance costs

The table below shows the composition of net finance costs, including a reconciliation of net finance costs excluded from adjusted profit:

Notes	2019 £m	2018 £m
Interest receivable	(3.6)	(2.6)
Private placement loan notes	28.1	40.4
Cash flow hedges recycled to the income statement 4.2.4	(2.6)	(2.5)
Bank loans and overdrafts	4.2	8.5
Net interest cost on defined benefit pension schemes 5.2	4.4	9.4
Interest payable	34.1	55.8
Net finance costs included in adjusted profit	30.5	53.2
Discount unwind on public sector subsidiary partnership payment 4.5.2	1.3	1.7
Non-designated foreign exchange forward contracts – mark-to-market	2.1	5.1
Interest on lease liabilities1	25.7	—
Fair value hedge ineffectiveness2 4.2.4	2.8	(3.9)
Private placement loan notes prepayments costs3	—	15.9
Net finance costs excluded from adjusted profit	31.9	18.8
Total net finance costs	62.4	72.0

The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 6.4 for further details.
Fair value hedge ineffectiveness includes ineffectiveness from changes in currency basis, and the movement in mark-to-market valuations on hedge derivatives from the perceived change in the credit worthiness of the counterparties to those instruments. 2018 included early termination costs paid to noteholders on early repayment of private placement loan notes.

4.4 Leases

Accounting policies AP

The Group leases various assets, comprising land and buildings, equipment and motor vehicles.

The determination whether an arrangement is, or contains, a lease is based on whether the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

The following sets out the Group's lease accounting policy for all leases with the exception of leases with low value and term of 12 months or less which we have taken the exemption in the standard. These are expensed to the income statement.

Strategic report Corporate governance Financial statements 144

The Group as a lessee – Right-of-use assets and lease liabilities

The accounting policy for right-of-use assets is included in note 3.5.

Lease liabilities are measured at amortised cost using the effective interest rate method. Lease payments are apportioned between a finance charge and a reduction of the lease liability based on the constant interest rate applied to the remaining balance of the liability. Interest expense is included within net finance costs in the consolidated income statement.

Lease payments comprise fixed payments, including in-substance fixed payments such as service charges and variable lease payments that depend on an index or a rate, initially measured using the minimum index or rate at inception date. The payments also include any lease incentives and any penalty payments for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease term determined comprises the non-cancellable period of the lease contract. Periods covered by an option to extend the lease are included if the Group has reasonable certainty that the option will be exercised and periods covered by the option to terminate are included if it is reasonably certain that this will not be exercised.

Payments associated with leases that have a term of less than 12 months or are of low value are recognised as an expense in the income statement as incurred.

The Group as a lessor

The Group acts as an intermediate lessor of property assets and equipment. When the Group acts as a lessor, it determines at lease commencement whether the lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership in relation to the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. The Group recognises lessor payments under operating leases as income on a straight-line basis over the lease term. The Group accounts for finance leases as finance lease receivables, using the effective interest rate method.

4.4.1 The Group as a lessee

Amounts recognised on the balance sheet	2019 £m	2018 £m	Type of financial instrument
Lease liabilities	562.6		— Financial liabilities

The Group has made judgements in adopting IFRS 16 such as determining contracts in scope for IFRS 16, determining the interest rate used for discounting of future cash flows, and the lease term. The lease liability includes £14.3m of future lease payments (undiscounted) for leases with termination options that could be exercised but are recognised at full term. The potential future cash outflows of £44.2m (undiscounted) have not been included in the lease liability because the Group is reasonably certain that the leases will not be extended. The assessment of the lease term is reviewed if a significant event or change in circumstances occurs which affects this assessment and that is within the Group's control to change.

The total cash outflow for leases for the year ended 31 December 2019 amounted to £119.4m consisting of interest paid of £25.7m and capital element of £93.7m.

Right-of-use assets are discussed in note 3.5, maturity analysis of lease liabilities is included in note 4.2 and interest expense in note 4.3.

4.4.2 The Group as a lessor

Amounts recognised on the balance sheet	2019 £m	2018 £m	Type of financial instrument
Lease receivables	14.9		— Financial assets

Lease receivables at 31 December 2019 comprises finance leases of £14.9m and operating leases of £nil. Rental income recognised by the Group during 2019 was £3.8m (2018: £nil).

Notes to the consolidated financial statements continued

4.5 Financial instruments and the fair value hierarchy

145 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 144

£m

2018

£m Type of financial instrument

Section 4: Capital structure and financing costs continued

The determination whether an arrangement is, or contains, a lease is based on whether the contract conveys a right to control the use of an

The lease liability is subsequently remeasured (with a corresponding adjustment to the related right-of-use asset) when there is a change in future lease payments due to a renegotiation or market rent review, a change of an index or rate or a reassessment of the lease term. Payments associated with leases that have a term of less than 12 months or are of low value are recognised as an expense in the income

over the lease term. The Group accounts for finance leases as finance lease receivables, using the effective interest rate method.

Lease liabilities 562.6 — Financial liabilities The Group has made judgements in adopting IFRS 16 such as determining contracts in scope for IFRS 16, determining the interest rate used for discounting of future cash flows, and the lease term. The lease liability includes £14.3m of future lease payments (undiscounted) for leases with termination options that could be exercised but are recognised at full term. The potential future cash outflows of £44.2m (undiscounted) have not been included in the lease liability because the Group is reasonably certain that the leases will not be extended. The assessment of the lease term is reviewed if a significant event or change in circumstances occurs which affects this assessment and that is within the Group's control to

The total cash outflow for leases for the year ended 31 December 2019 amounted to £119.4m consisting of interest paid of £25.7m and capital

Right-of-use assets are discussed in note 3.5, maturity analysis of lease liabilities is included in note 4.2 and interest expense in note 4.3.

Lease receivables 14.9 — Financial assets Lease receivables at 31 December 2019 comprises finance leases of £14.9m and operating leases of £nil. Rental income recognised by the

Amounts recognised on the balance sheet ²⁰¹⁹

incentives and any penalty payments for terminating the lease, if the lease term reflects the lessee exercising that option.

The following sets out the Group's lease accounting policy for all leases with the exception of leases with low value and term of 12 months or less

The Group leases various assets, comprising land and buildings, equipment and motor vehicles.

which we have taken the exemption in the standard. These are expensed to the income statement.

identified asset for a period of time in exchange for consideration.

The Group as a lessee – Right-of-use assets and lease liabilities The accounting policy for right-of-use assets is included in note 3.5.

included within net finance costs in the consolidated income statement.

reasonably certain that this will not be exercised.

statement as incurred. The Group as a lessor

4.4.1 The Group as a lessee

change.

element of £93.7m.

4.4.2 The Group as a lessor

Group during 2019 was £3.8m (2018: £nil).

4.4 Leases

Accounting policies

Financial instruments – classification of financial instruments

The Group classifies its financial instruments in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through profit or loss (FVPL)); and

• those to be measured at amortised cost.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

Financial instruments – initial recognition

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Purchases and sales of financial assets are recognised on their trade date (i.e. the date the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred such that the Group has transferred substantially all risks and rewards of ownership.

Debt instruments

Debt instruments are initially recognised at fair value less directly attributable transaction costs and are subsequently remeasured depending on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

Amortised cost: assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in net finance costs using the effective interest rate method.
FVOCI: assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses).
FVPL: assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented within net finance costs.

The Group reclassifies debt instruments when and only when its business model for managing those assets changes.

Equity instruments

Investments in equity instruments are initially recognised at fair value and are subsequently remeasured at fair value with the movement recognised through profit or loss, except where an election has been made for the movement to be recognised through other comprehensive income. An election can be made on initial recognition of equity instruments that are neither held for trading or assets acquired as part of a business combination. Once an election has been made all movements in fair value, with the exception of dividends, are presented through OCI and there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established.

Impairment

The Group assesses, on a forward looking basis, the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

Derivatives

Derivative financial instruments are initially recognised at fair value and are subsequently remeasured at fair value at the end of each reporting period with the movement recognised through profit or loss, except where derivatives qualify for cash flow hedge accounting. The effective proportion of cash flow hedges is recognised in other comprehensive income and presented in the hedging reserve within equity. The cumulative gain or loss is subsequently reclassified to profit or loss in the same period that the relevant hedged transaction is realised.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

4.5.1 Fair value hierarchy

The Group's financial assets and liabilities are classified based on the following fair value hierarchy:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

With the exception of current financial instruments (which have a short maturity), the fair value of the Group's level 2 financial instruments have been calculated by discounting the expected future cash flows at prevailing interest rates. The valuation models incorporate various inputs including foreign exchange spot and forward rates and interest rate curves. In the case of floating rate borrowings face value (approximates to fair value because interest is set at floating rates where payments are reset to market values at intervals of less than one year.

• Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

Other financial instruments where observable market data is not available have been held at either amortised cost or cost (undiscounted cash flows), as a reasonable approximation of fair value.

During the year ended 31 December 2019, there were no transfers between fair value levels.

4.5 Financial instruments and the fair value hierarchy continued

4.5.2 Financial assets and liabilities and their fair value hierarchy classification

The following table analyses by classification and category the carrying value of the Group's financial instruments and identifies the level of the fair value hierarchy for the instruments carried at fair value:

Strategic report Corporate governance Financial statements 146

At 31 December 2019	Note	Fair value hierarchy	At fair value through the P&L £m	At fair value through equity £m	Derivatives used for hedging £m	Amortised cost £m	Total £m	Current £m	Non current £m
Financial assets
Lease receivables1	4.4.2	Level 2	—	—	—	14.9	14.9	3.6	11.3
Cash flow hedges	4.2.4	Level 2	—	—	3.4	—	3.4	2.9	0.5
Non-designated foreign exchange forwards and swaps		Level 2	3.2	—	—	—	3.2	3.1	0.1
Interest rate swaps	a	Level 2	—	—	1.0	—	1.0	—	1.0
Cross-currency interest rate swaps	a	Level 2	—	—	80.9	—	80.9	15.5	65.4
Investments		Level 3	1.5	—	—	—	1.5	—	1.5
Other investments		Level 3	—	2.4	—	—	2.4	—	2.4
			4.7	2.4	85.3	14.9	107.3	25.1	82.2
Other financial assets
Cash	4.5.4	Level 1	—	—	—	409.1	409.1	409.1	—
Total financial assets			4.7	2.4	85.3	424.0	516.4	434.2	82.2

At 31 December 2019	Note	Fair value hierarchy	At fair value through the P&L £m	At fair value through equity £m	Derivatives used for hedging £m	Amortised cost £m	Total £m	Current £m	Non current £m
Financial liabilities
Private placement loan notes	a	Level 2	—	—	—	990.7	990.7	232.5	758.2
Other loan notes		Level 2	—	—	—	0.3	0.3	0.3	—
Cash flow hedges	4.2.4	Level 2	—	—	0.5	—	0.5	—	0.5
Non-designated foreign exchange forwards and swaps		Level 2	2.6	—	—	—	2.6	1.6	1.0
Cross-currency interest rate swaps	a	Level 2	—	—	3.6	—	3.6	—	3.6
Public sector subsidiary partnership payment	b	Level 3	—	—	—	35.4	35.4	9.4	26.0
Contingent consideration	c	Level 3	5.0	—	—	—	5.0	5.0	—
Deferred consideration		Level 2	—	—	—	0.7	0.7	—	0.7
Put options of non-controlling interests	d	Level 3	—	108.7	—	—	108.7	103.0	5.7
			7.6	108.7	4.1	1,027.1	1,147.5	351.8	795.7
Other financial liabilities
Overdrafts	4.5.4	Level 1	—	—	—	286.3	286.3	286.3	—
Lease liabilities1	4.4.1	Level 2	—	—	—	562.6	562.6	81.9	480.7
Total financial liabilities			7.6	108.7	4.1	1,876.0	1,996.4	720.0	1,276.4

Lease receivables relates to amounts due to be received for finance subleases where the Group is a Lessor and lease liabilities relates to amounts due by the Group where the Group is a Lessee. Refer to note 6.4 for further details on the impact of IFRS 16 on the Group.

Financial assets measured at amortised cost consist of cash, insurance assets recoverable, lease receivables and other investments. The carrying values of financial assets are a reasonable approximation of their fair value due to the short-term nature of the instruments. Included in other investments are £2.4m (2018: £2.7m) of strategic investments in unlisted equity securities which are not held for trading and the Group has elected to recognise in FVOCI. During the year £nil dividends were received and no disposals made in respect of strategic investments.

Financial liabilities measured at amortised cost consist of overdrafts, lease liabilities and loan notes. With the exception of certain series within the fixed rate private placement loan notes, the carrying value of financial liabilities are a reasonable approximation of their fair value. This is because either the interest payable is close to market rates or the liability is short-term in nature. The private placement loan note series that remain subject to fixed rate interest have a underlying carrying value of £450.0m and a fair value of £462.8m. Lease liabilities, relating to amounts due under leases where the Group is the Lessee, are measured at amortised cost using the effective rate method.

The Group's key financial liabilities are set out below:

a. Private placement loan notes

Private placement loan notes are issued at fixed rates of interest. Some of the series have been swapped into floating rates of interest.

To mitigate exposure to currency fluctuations the Group has entered into currency and interest rate swaps which effectively hedge movements in the loan notes' fair value arising from changes in foreign exchange and interest rates. The underlying carrying value of £915.5m (2018: £1,013.7m) attributable to aggregate private placement loan notes is calculated before considering: (i) the carrying value of currency and interest rate swaps of £81.9m (2018: £105.0m) included in financial assets and £3.6m (2018: £3.5m) included in financial liabilities; and (ii) £3.1m (2018: £7.2m) of hedging ineffectiveness and arrangement costs.

b. Public sector subsidiary partnership payment

The public sector subsidiary partnership payment liability is an estimate of the annual preferred payments to be made by AXELOS Limited. As the payment conditions have been reached and the liability cap met, sensitivity to changes in either the discount rate of 2.8% or projected cash flows have a nil impact.

4.5 Financial instruments and the fair value hierarchy continued

Notes to the consolidated financial statements continued

c. Contingent consideration

147 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 146

Section 4: Capital structure and financing costs continued

The following table analyses by classification and category the carrying value of the Group's financial instruments and identifies the level of the

Lease receivables1 4.4.2 Level 2 — — — 14.9 14.9 3.6 11.3 Cash flow hedges 4.2.4 Level 2 — — 3.4 — 3.4 2.9 0.5 Non-designated foreign exchange forwards and swaps Level 2 3.2 — — — 3.2 3.1 0.1 Interest rate swaps a Level 2 — — 1.0 — 1.0 — 1.0 Cross-currency interest rate swaps a Level 2 — — 80.9 — 80.9 15.5 65.4 Investments Level 3 1.5 — — — 1.5 — 1.5 Other investments Level 3 — 2.4 — — 2.4 — 2.4

Cash 4.5.4 Level 1 — — — 409.1 409.1 409.1 — Total financial assets 4.7 2.4 85.3 424.0 516.4 434.2 82.2

Private placement loan notes a Level 2 — — — 990.7 990.7 232.5 758.2 Other loan notes Level 2 — — — 0.3 0.3 0.3 — Cash flow hedges 4.2.4 Level 2 — — 0.5 — 0.5 — 0.5 Non-designated foreign exchange forwards and swaps Level 2 2.6 — — — 2.6 1.6 1.0 Cross-currency interest rate swaps a Level 2 — — 3.6 — 3.6 — 3.6 Public sector subsidiary partnership payment b Level 3 — — — 35.4 35.4 9.4 26.0 Contingent consideration c Level 3 5.0 — — — 5.0 5.0 — Deferred consideration Level 2 — — — 0.7 0.7 — 0.7 Put options of non-controlling interests d Level 3 — 108.7 — — 108.7 103.0 5.7

Overdrafts 4.5.4 Level 1 — — — 286.3 286.3 286.3 — Lease liabilities1 4.4.1 Level 2 — — — 562.6 562.6 81.9 480.7 Total financial liabilities 7.6 108.7 4.1 1,876.0 1,996.4 720.0 1,276.4 1. Lease receivables relates to amounts due to be received for finance subleases where the Group is a Lessor and lease liabilities relates to amounts due by the Group where the Group is a

Private placement loan notes are issued at fixed rates of interest. Some of the series have been swapped into floating rates of interest.

under leases where the Group is the Lessee, are measured at amortised cost using the effective rate method.

At fair value through the P&L £m

At fair value through equity £m

Derivatives used for hedging £m

Fair value hierarchy

At fair value through the P&L £m

At fair value through equity £m

Derivatives used for hedging £m

Amortised cost £m

4.7 2.4 85.3 14.9 107.3 25.1 82.2

Amortised cost £m

7.6 108.7 4.1 1,027.1 1,147.5 351.8 795.7

Total £m

Total £m Current £m

Current £m

Noncurrent £m

Fair value hierarchy

4.5 Financial instruments and the fair value hierarchy continued 4.5.2 Financial assets and liabilities and their fair value hierarchy classification

fair value hierarchy for the instruments carried at fair value:

At 31 December 2019 Note

Lessee. Refer to note 6.4 for further details on the impact of IFRS 16 on the Group.

The Group's key financial liabilities are set out below:

hedging ineffectiveness and arrangement costs. b. Public sector subsidiary partnership payment

a. Private placement loan notes

have a nil impact.

Financial assets

Other financial assets

Financial liabilities

Other financial liabilities

Contingent consideration arises in business acquisitions and are dependent on the future achievement of performance targets.

d. Put options of non-controlling interests

The liability represents the present value of the cost to acquire non-controlling interests in AXELOS Limited and Fera Science Limited (see note 4.7). The cost to acquire the non-controlling interest in AXELOS Limited is based on a set multiple of earnings before interest and tax specified in the put option agreement. The option held by the non-controlling shareholder of AXELOS Limited is currently exercisable, and as a consequence the liability has been classified as current. The option held by the non-controlling shareholder of Fera Science Limited is not expected to be exercised within the year and as a result the liability has been classified as non-current and discounted at an annualised rate of 2.3%.

A sensitivity analysis shows: a 10% increase or decrease in the earnings potential of the business results in a £10.8m increase or £10.8m decrease in the valuation; and a 1% increase or decrease in the discount rate applied to the valuation results in a £0.2m decrease or £0.0m increase in the valuation.

At 31 December 2018	Note	Fair value hierarchy	At fair value through the P&L £m	At fair value through equity £m	Derivatives used for hedging £m	Amortised cost £m	Total £m	Current £m	Non current £m
Financial assets
Insurance asset recoverable		Level 2	—	—	—	1.3	1.3	1.3	—
Cash flow hedges	4.2.4	Level 2	—	—	8.3	—	8.3	5.0	3.3
Non-designated foreign exchange forwards and swaps	a	Level 2	3.9	—	—	—	3.9	2.1	1.8
Interest rate swaps	a	Level 2	—	—	1.9	—	1.9	0.5	1.4
Cross-currency interest rate swaps	a	Level 2	—	—	103.1	—	103.1	9.3	93.8
Investments		Level 3	—	8.8	—	—	8.8	—	8.8
			3.9	8.8	113.3	1.3	127.3	18.2	109.1
Other financial assets
Cash	4.5.4	Level 1	—	—	—	957.5	957.5	957.5	—
Total financial assets			3.9	8.8	113.3	958.8	1,084.8	975.7	109.1

At 31 December 2018	Note	Fair value hierarchy	At fair value through the P&L £m	At fair value through equity £m	Derivatives used for hedging £m	Amortised cost £m	Total £m	Current £m	Non current £m
Financial liabilities
Private placement loan notes	a	Level 2	—	—	—	1,108.0	1,108.0	82.2	1,025.8
Other loan notes		Level 2	—	—	—	0.3	0.3	0.3	—
Term loan		Level 2	—	—	—	100.0	100.0	100.0	—
Cash flow hedges	4.2.4	Level 2	—	—	1.2	—	1.2	1.2	—
Non-designated foreign exchange forwards and swaps		Level 2	1.4	—	—	—	1.4	1.4	—
Cross-currency interest rate swaps	a	Level 2	—	—	3.5	—	3.5	—	3.5
Public sector subsidiary partnership payment	b	Level 3	—	—	—	43.5	43.5	9.4	34.1
Contingent consideration	c	Level 3	8.9	—	—	—	8.9	—	8.9
Deferred consideration		Level 2	—	—	—	2.0	2.0	1.3	0.7
Put options of non-controlling interests	d	Level 3	—	118.5	—	—	118.5	107.3	11.2
			10.3	118.5	4.7	1,253.8	1,387.3	303.1	1,084.2
Other financial liabilities
Overdrafts	4.5.4	Level 1	—	—	—	314.8	314.8	314.8	—
Total financial liabilities			10.3	118.5	4.7	1,568.6	1,702.1	617.9	1,084.2

The following table shows the reconciliation from the opening balances to the closing balances for Level 3 fair values.

	Contingent consideration £m	Subsidiary partnership payment £m	Put options of non controlling interests £m	Investments and other investments £m
At 1 January 2019	8.9	43.5	118.5	8.8
Reclassified to investments in associates	—	—	—	(6.4)
Profit and loss movement	(1.4)	—	—	—
Utilised	(2.5)	(9.4)	—	—
Movement of put options recognised in equity	—	—	(9.8)	—
Additions	—	—	—	1.5
Discount unwind	—	1.3	—	—
At 31 December 2019	5.0	35.4	108.7	3.9

4.5 Financial instruments and the fair value hierarchy continued

4.5.3 Borrowings

The Group has available to it a Revolving Credit Facility of £414.0m which matures in August 2022 (extendable for a further year to August 2023 with the consent of the lenders by August 2021). The facility is available for the Group's immediate use and £nil was drawn down at 31 December 2019 (2018: £nil). In February 2020 an additional bank joined the facility, increasing the aggregate facility amount to £452.0m.

Strategic report Corporate governance Financial statements 148

In addition to the Revolving Credit Facility, in February 2020 the Group agreed a backstop liquidity facility of £150.0m. The backstop liquidity facility has an initial maturity in February 2021, and is extendable at the option of the Group to a final maturity in August 2022.

Borrowing costs of £nil were capitalised in the year (2018: £nil). At 31 December 2019, the Group's private placement loan note series had an GBP equivalent underlying carrying value of £915.5m (see note 4.5.2a) analysed as follows:

Maturity	Denomination	Interest rate %	Face value (m)
30 June 2020	GBP	4.78	37.1
30 September 2020	GBP	3.73	55.7
19 July 20211	GBP	4.76	26.0
27 October 2021	GBP	2.18	36.0
22 January 2022	GBP	3.26	18.6
27 October 2023	GBP	2.52	27.5
22 January 2025	GBP	3.54	7.4
22 April 2025	GBP	3.67	22.3
27 October 2026	GBP	2.77	18.6
22 January 2027	GBP	3.58	23.8
Total GBP denominated	GBP		273.0
30 June 2020	USD	4.80	185.7
19 July 2021	USD	4.50	175.3
26 July 2021	USD	4.75	37.1
27 October 2021	USD	3.03	18.6
22 January 2022	USD	3.33	29.7
22 April 2022	USD	3.43	48.3
22 January 2023	USD	3.45	39.4
27 October 2023	USD	3.37	17.8
22 January 2025	USD	3.65	74.3
27 October 2026	USD	3.59	19.3
22 January 2027	USD	3.80	27.5
Total USD denominated2	USD		673.0
10 November 2022	EUR	2.13	166.1
10 November 2022	EUR	2.13	16.0
10 November 2027	EUR	2.88	60.0
Total Euro denominated3	EUR		242.1

The Group has entered into interest rate swaps to convert the interest cost to floating rates based on 6-month GBP LIBOR.
USD denominated loan notes have a GBP equivalent underlying carrying value of £439.6m. The Group has entered into cross-currency interest rate swaps for the USD issues to achieve a floating rate of interest based on 6-month GBP LIBOR. Further disclosure on the Group's use of hedges is included in note 4.2.
Euro denominated loan notes have a GBP equivalent underlying carrying value of £202.9m.

4.5.4 Cash, cash equivalents and overdrafts

The Group has notional cash pools with certain banks under which the relevant banks may net cash balances with overdrafts held by other members of the Group. The Group's gross cash position is shown in the table below:

	2019 £m	2018 £m
Cash and cash equivalents	409.1	957.5
Overdrafts	(286.3)	(314.8)
Cash, cash equivalents and overdrafts	122.8	642.7

Cash includes £28.5m held in a 32-day notice account (2018: £28.5m held in a 3-month notice account).

Section 4: Capital structure and financing costs continued 4.6 Issued share capital

Notes to the consolidated financial statements continued

Allotted, called up and fully paid	2019m	2018m	2019 £m	2018 £m
Ordinary shares of 2 1/15p each
At 1 January	1,671.1	670.1	34.5	13.8
Rights issue	—	1,001.0	—	20.7
At 31 December	1,671.1	1,671.1	34.5	34.5

In May 2018, the Group offered a rights issue to existing shareholders on the basis of 3 shares for every 2 fully paid ordinary shares held. The issue was fully subscribed and resulted in the issue of 1,001,032,281 ordinary shares at £0.70 per share.

Share premium	2019 £m	2018 £m
Ordinary shares of 2 1/15p each
At 1 January	1,143.3	501.3
Rights issue	—	642.0
At 31 December	1,143.3	1,143.3

The rights issue in 2018 raised gross funds of £700.7m. The total amount capitalised to share capital and share premium was £662.7m (£700.7m less issuance costs of £38.0m).

Treasury shares	2019 m	2018 m	2019 £m	2018 £m
Ordinary shares of 2 1/15p
At 1 January	2.9	2.9	(0.1)	(0.1)
Shares allotted in the year	(0.3)	—	—	—
At 31 December	2.6	2.9	(0.1)	(0.1)

In 2019, the Group made no purchases of shares into Treasury and allotted 281,762 (2018: 28,057) shares with an aggregate nominal value of £5,824 (2018: £580). The total consideration received in respect of these shares was £nil (2018: £nil).

Employee benefit trust shares	2019 m	2018 m	2019 £m	2018 £m
Ordinary shares of 2 1/15p
At 1 January	12.0	1.6	(11.1)	(0.1)
Shares acquired during the year	0.6	10.4	—	(11.0)
At 31 December	12.6	12.0	(11.1)	(11.1)

The Group will use shares held in the employee benefit trust (EBT) in order to satisfy future requirements for shares under the Group's share option and long-term incentive plans. During the year, the EBT allotted nil (2018: 32,367) ordinary 2 1/15p shares with an aggregate nominal value of £nil (2018: £669) to satisfy exercises under the Group's share option and long-term incentive plans. The total consideration received in respect of these shares was £nil (2018: £nil). The Group acquired 0.6m (2018: 10.4m) ordinary 2 1/15p shares paying an average market price of £1.22 per share with the total value of £0.7m (2018: £11.0m).

The Group has an unexpired authority to repurchase up to 10% of its issued share capital.

4.7 Group composition and non-controlling interests

The Group's subsidiaries are listed in notes 7.3.4 and 7.3.16 of the parent company financial statements on pages 178 and 181-185. This list includes AXELOS Limited and Entrust Support Services Limited which both have 49% non-controlling interests, and Fera Science Limited which has a 25% non-controlling interest.

The Group holds a majority of the voting rights in all of these subsidiaries and the Directors have determined that, other than the entity commented on below, in each case the Group exercises de facto control.

On 23 September 2014, the Secretary of State for the Department for Energy and Climate Change granted Smart DCC Ltd (DCC), a whollyowned subsidiary of the Group, a licence to establish and manage the smart metering communications infrastructure, governed by the Smart Energy Code. Each year the Group reassess whether it has control over DCC as required under IFRS 10. The Group's ability to control the relevant activities of DCC is restricted by DCC's operating licence. The power that the Group has over DCC's relevant activities by virtue of owning it is limited (given the restrictions in the licence). That power is held by the board of DCC where the Group has minority representation in compliance with the licence. The Group has therefore not consolidated DCC within its Group accounts. The disclosure of related party transactions with DCC is included in note 6.1.

149 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 148

Denomination Interest rate

2019 £m 2018 £m

Face value (m)

Section 4: Capital structure and financing costs continued

2019 (2018: £nil). In February 2020 an additional bank joined the facility, increasing the aggregate facility amount to £452.0m.

facility has an initial maturity in February 2021, and is extendable at the option of the Group to a final maturity in August 2022.

In addition to the Revolving Credit Facility, in February 2020 the Group agreed a backstop liquidity facility of £150.0m. The backstop liquidity

Borrowing costs of £nil were capitalised in the year (2018: £nil). At 31 December 2019, the Group's private placement loan note series had an

30 June 2020 GBP 4.78 37.1 30 September 2020 GBP 3.73 55.7 19 July 20211 GBP 4.76 26.0 27 October 2021 GBP 2.18 36.0 22 January 2022 GBP 3.26 18.6 27 October 2023 GBP 2.52 27.5 22 January 2025 GBP 3.54 7.4 22 April 2025 GBP 3.67 22.3 27 October 2026 GBP 2.77 18.6 22 January 2027 GBP 3.58 23.8 Total GBP denominated GBP 273.0 30 June 2020 USD 4.80 185.7 19 July 2021 USD 4.50 175.3 26 July 2021 USD 4.75 37.1 27 October 2021 USD 3.03 18.6 22 January 2022 USD 3.33 29.7 22 April 2022 USD 3.43 48.3 22 January 2023 USD 3.45 39.4 27 October 2023 USD 3.37 17.8 22 January 2025 USD 3.65 74.3 27 October 2026 USD 3.59 19.3 22 January 2027 USD 3.80 27.5 Total USD denominated2 USD 673.0 10 November 2022 EUR 2.13 166.1 10 November 2022 EUR 2.13 16.0 10 November 2027 EUR 2.88 60.0 Total Euro denominated3 EUR 242.1

USD denominated loan notes have a GBP equivalent underlying carrying value of £439.6m. The Group has entered into cross-currency interest rate swaps for the USD issues to achieve a

The Group has notional cash pools with certain banks under which the relevant banks may net cash balances with overdrafts held by other

Cash and cash equivalents 409.1 957.5 Overdrafts (286.3) (314.8) Cash, cash equivalents and overdrafts 122.8 642.7

4.5 Financial instruments and the fair value hierarchy continued

GBP equivalent underlying carrying value of £915.5m (see note 4.5.2a) analysed as follows:

The Group has entered into interest rate swaps to convert the interest cost to floating rates based on 6-month GBP LIBOR.
Euro denominated loan notes have a GBP equivalent underlying carrying value of £202.9m.

members of the Group. The Group's gross cash position is shown in the table below:

4.5.4 Cash, cash equivalents and overdrafts

floating rate of interest based on 6-month GBP LIBOR. Further disclosure on the Group's use of hedges is included in note 4.2.

Cash includes £28.5m held in a 32-day notice account (2018: £28.5m held in a 3-month notice account).

4.5.3 Borrowings

Maturity

Section 5: Employee benefits

This section details employee related items that are not explained elsewhere in the financial statements. In this section you will find disclosures about:

Strategic report Corporate governance Financial statements 150

2018

Movement

5.1 Share-based payment plans

5.2 Pensions
5.3 Employee benefits expense
Denotes accounting policies AP
- Denotes significant accounting judgements

Key highlights

Additional funding into

£71.1m £252.5m (2018: £42.0m) (2018: £219.0m)

the defined benefit scheme Net defined benefit pension liability

Employee benefits expense

£1,919.9m

(2018: £1,993.1m)

The net defined benefit liability increased year on year despite additional funding of £71.1m paid into the scheme as part of the deficit funding plan.

Net defined benefit pension liability 2019

	£m	£m	£m
Defined benefit obligation	1,697.0	1,430.5	266.5
Fair value of plan assets	(1,444.5)	(1,211.5)	(233.0)
Net defined pension liability	252.5	219.0	33.5

The main reason for the increase in liabilities over the year was due to the material fall in the yields available on good quality, long term corporate bonds – which is used to derive the discount rate to value the liabilities. The schemes are highly sensitive to the change in discount rates with a 0.1% change resulting in a £35.6m impact. The increase in the liability was mainly offset by an increase in the scheme assets due to employer contributions and higher than expected returns which were partly due to the material level of hedging in Capita's main defined benefit scheme.

The Capita Pension and Life Assurance Scheme (CPLAS) is the Group's main defined benefit scheme. The valuation of liabilities for funding purposes (the actuarial valuation) differs to the valuation for accounting purposes (which are shown in these financial statements) mainly due to different assumptions being used and different market conditions at the different valuation dates (the effective date for the actuarial valuation is 31 March). The assumptions used for funding purposes allow for an appropriate amount of prudence, with the discount rate being based on the actual assets of the CPLAS. While for accounting purposes the assumptions are determined on a best estimate basis in accordance with IAS19, with the discount rate being based on the yields available on high quality corporate bonds of appropriate currency and term. Management estimate that at 31 December 2019 the net liability of the CPLAS scheme was significantly less on a funding basis than on an accounting basis.

Section 5: Employee benefits

5.1 Share-based payment plans

The Group operates a number of executive and employee equity-settled share schemes.

Notes to the consolidated financial statements continued

Accounting policies AP

151 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 150

£m

2018 £m Movement £m

Section 5: Employee benefits

find disclosures about:

5.2 Pensions

Key highlights

Additional funding into

Employee benefits expense

(2018: £1,993.1m)

plan.

£1,919.9m

5.1 Share-based payment plans

5.3 Employee benefits expense

Denotes accounting policies

(2018: £42.0m) (2018: £219.0m)

Denotes significant accounting judgements

the defined benefit scheme Net defined benefit pension liability

£71.1m £252.5m

This section details employee related items that are not explained elsewhere in the financial statements. In this section you will

The net defined benefit liability increased year on year despite additional funding of £71.1m paid into the scheme as part of the deficit funding

Defined benefit obligation 1,697.0 1,430.5 266.5 Fair value of plan assets (1,444.5) (1,211.5) (233.0) Net defined pension liability 252.5 219.0 33.5 The main reason for the increase in liabilities over the year was due to the material fall in the yields available on good quality, long term corporate bonds – which is used to derive the discount rate to value the liabilities. The schemes are highly sensitive to the change in discount rates with a 0.1% change resulting in a £35.6m impact. The increase in the liability was mainly offset by an increase in the scheme assets due to employer contributions and higher than expected returns which were partly due to the material level of hedging in Capita's main defined benefit scheme. The Capita Pension and Life Assurance Scheme (CPLAS) is the Group's main defined benefit scheme. The valuation of liabilities for funding purposes (the actuarial valuation) differs to the valuation for accounting purposes (which are shown in these financial statements) mainly due to different assumptions being used and different market conditions at the different valuation dates (the effective date for the actuarial valuation is 31 March). The assumptions used for funding purposes allow for an appropriate amount of prudence, with the discount rate being based on the actual assets of the CPLAS. While for accounting purposes the assumptions are determined on a best estimate basis in accordance with IAS19, with the discount rate being based on the yields available on high quality corporate bonds of appropriate currency and term. Management estimate that at 31 December 2019 the net liability of the CPLAS scheme was significantly less on a funding basis than on an accounting basis.

Net defined benefit pension liability 2019

The fair value of the equity instrument granted is measured at grant date and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using an option pricing model, only taking into account vesting conditions linked to the price of the shares of the Company (market conditions).

No expense is recognised for awards that do not ultimately vest as a result of not meeting performance or service conditions. Where all service and performance vesting conditions have been met, the awards are treated as vesting, irrespective of whether or not the market condition is satisfied, as market conditions have been reflected in the fair value of the equity instruments.

At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions, the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance sheet date is recognised in the consolidated income statement, with a corresponding adjustment to equity.

Where the terms of an award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period adjusted for the incremental fair value of any modification i.e. the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative.

Where an award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the consolidated income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over the fair value being treated as an expense in the income statement.

The expense recognised for share based payments in respect of employee services received during the year to 31 December 2019 was £3.0m (2018: £3.4m), all of which arises from equity-settled share based payment transactions. Details of the schemes are as follows:

Deferred annual bonus plan

This scheme is applicable to Executive Directors. Under this scheme, awards are made annually consisting of only deferred shares, which are linked to the payout under the annual bonus scheme (details of which are contained in the Directors' remuneration report on pages 78–97).

The value of deferred shares is determined by the pay-out under the annual bonus scheme: half of the annual bonus is paid in cash and the remainder is deferred into shares under the deferred annual bonus plan. Directors have the option to defer up to 100% of their annual bonus into deferred shares or net bonus into a restricted share award. The deferred/restricted shares are held for a period of three years from the date of award, during which they are not forfeitable, except in the case of dismissal for gross misconduct.

The weighted average share price of options at the date of exercise in 2019 was £1.30. The weighted average share price during the year was £1.31 (2018: £1.48).

The total cash value of the deferred shares awarded during the year was £0.7m (2018: £nil).

Long-term incentive plans (LTIPs) – 2017

The 2017 LTIP was approved and adopted at the AGM on 13 June 2017. This scheme is open to Executive Directors and senior employees and shares will vest according to performance criteria.

For the 2017 award, vesting of the award will depend on EPS growth and return on capital employed measured over a three-year period. 75% of the number of shares which will vest is dependent upon the Company's EPS growth exceeding 3% and on banding within the scheme and 25% of the number of shares which will vest is dependent upon the Company's return on capital employed exceeding 11%, and on banding within the scheme.

For the 2018 award, vesting will depend on annualised cost savings, free cash flow and margin. 100% of the number of shares which will vest is dependent upon the Company's annualised cost savings reaching £205m; free cash flow reaching £240m; margin of 12%; and customer satisfaction and employee engagement 12 point positive swing in net promoter score (NPS) in each. 25% of the number of shares which will vest is dependent upon annualised costs savings reaching £160m; free cash flow reaching £180m; margin of 9%; customer satisfaction and employee engagement 6 point positive swing in NPS in each.

For the 2019 award, vesting will depend on free cash flow, EBIT margin and organic revenue growth. 100% of the number of shares which will vest is dependent upon the Company's free cash flow reaching £250m; margin of 12%; organic revenue growth £4,050m; customer satisfaction and employee engagement 12 point positive swing in NPS in each. 25% of the number of shares which will vest is dependent upon free cash flow reaching £190m; margin of 9%; organic revenue growth £3,900m; customer satisfaction and employee engagement 6 point positive swing in NPS in each.

5.1 Share-based payment plans continued

All of the above awards are subject to performance underpin – assessment of the underlying financial and operational performance of Capita over the performance period.

Strategic report Corporate governance Financial statements 152

	2019m	2018m
Outstanding at 1 January	29.7	8.9
Awarded during the year	17.2	27.1
Exercised	(0.3)	—
Forfeited	(8.6)	(6.3)
Outstanding at 31 December	38.0	29.7
Exercisable at 31 December	—	—

The weighted average remaining contractual life of the above shares outstanding at 31 December 2019 was 1.5 years (2018: 1.5 years). There are no exercise prices for any options issued under the 2008 LTIP scheme.

All schemes

The fair value of the options granted/awarded during the year was £1.25 per share (2018: £1.10 per share). None of the existing option schemes have exercise prices.

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. In addition, within the 2008 LTIP is an average share price floor under which the share award will not vest. This floor is based on the Company's average share price at the date of vesting. No other features of options grant were incorporated into the measurement of fair value.

5.2 Pensions

Accounting policies AP

Defined contribution pension schemes

The Group maintains a number of defined contribution pension schemes and for these schemes the Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense in the consolidated income statement as the related service is provided and as they fall due.

Defined benefit pension schemes

In addition, the Group operates a defined benefit pension scheme and participates in a number of other defined benefit pension schemes, all of which require contributions to be made to separate trustee-administered funds. The costs of providing benefits under these schemes are determined separately for each scheme using the projected unit credit method, which attributes entitlement to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of the defined benefit obligation) and is based on actuarial advice. Past service costs are recognised immediately in the consolidated income statement.

When a settlement (eliminating all obligations for benefits already accrued) or a curtailment (reducing future obligations as a result of a material reduction in the scheme membership or a reduction in future entitlement) occurs, the obligation and related plan assets are remeasured using current actuarial assumptions and the resultant gain or loss recognised in the consolidated income statement during the period in which the settlement or curtailment occurs.

Remeasurements of the net defined benefit asset/liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income and reflected immediately in retained earnings and will not be reclassified to the consolidated income statement. The Group determines the net interest expense/income on the net defined benefit asset/liability for the year by applying the discount rate used to measure the defined benefit obligation at the beginning of the year to the then net defined benefit asset/liability, taking into account any changes in the net defined benefit asset/liability during the period as a result of contributions and benefit payments.

Current and past service costs are charged to operating profit while the net interest cost is included within net finance costs.

In respect of one of the defined benefit pension schemes in which the Group participates, the Group accounts for its legal and constructive obligation over the period of its participation which is for a fixed period only.

The liability on the consolidated balance sheet in respect of the defined benefit pension schemes comprises the total for each scheme, or group of schemes, of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. The policy to determine fair value of plan assets is covered in the note below. The value of a net pension benefit asset is restricted to the present value of any amount the Group expects to recover by way of refunds from the plan or reductions in the future contributions.

Notes to the consolidated financial statements continued

5.2 Pensions continued

153 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 152

2019m

2018m

Section 5: Employee benefits continued

no exercise prices for any options issued under the 2008 LTIP scheme.

All of the above awards are subject to performance underpin – assessment of the underlying financial and operational performance of Capita

Outstanding at 1 January 29.7 8.9 Awarded during the year 17.2 27.1 Exercised (0.3) — Forfeited (8.6) (6.3) Outstanding at 31 December 38.0 29.7 Exercisable at 31 December — — The weighted average remaining contractual life of the above shares outstanding at 31 December 2019 was 1.5 years (2018: 1.5 years). There are

The fair value of the options granted/awarded during the year was £1.25 per share (2018: £1.10 per share). None of the existing option schemes

The fair value for the 2017, 2018 and 2019 share scheme issues is effectively the market price of a Capita share at the date of grant. Accordingly, no assumptions have been disclosed. The fair value of equity-settled share options granted pre-2017 is estimated at the date of grant using a multiple simulation option pricing valuation model, taking into account the terms and conditions upon which the options were granted. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. In addition, within the 2008 LTIP is an average share price floor under which the share award will not vest. This floor is based on the Company's

In respect of one of the defined benefit pension schemes in which the Group participates, the Group accounts for its legal and constructive

Current and past service costs are charged to operating profit while the net interest cost is included within net finance costs.

average share price at the date of vesting. No other features of options grant were incorporated into the measurement of fair value.

based on actuarial advice. Past service costs are recognised immediately in the consolidated income statement.

5.1 Share-based payment plans continued

over the performance period.

All schemes

have exercise prices.

5.2 Pensions

Accounting policies

Defined benefit pension schemes

settlement or curtailment occurs.

Defined contribution pension schemes

as the related service is provided and as they fall due.

during the period as a result of contributions and benefit payments.

from the plan or reductions in the future contributions.

obligation over the period of its participation which is for a fixed period only.

Significant accounting judgements, estimates and assumptions

The measurement of defined benefit obligations – the accounting cost of these benefits and the present value of pension liabilities involve judgements about uncertain events including such factors as the life expectancy of members, the salary progression of our current employees, price inflation and the discount rate used to calculate the net present value of the future pension payments. The Group uses estimates for all of these factors in determining the pension costs and liabilities incorporated in our financial statements. The assumptions reflect historical experience and our judgement regarding future expectations. The Group operates both defined benefit and defined contribution pension schemes.

Pension expense included in the consolidated income statement

	2019	2018
	£m	£m
Defined contribution scheme	108.2	94.9
Defined benefit schemes
Current Service cost	7.0	8.2
Administration costs	3.9	2.9
Past service cost	0.3	6.6
Total charged to profit before tax	119.4	112.6
Interest cost	4.4	9.4
Total in the consolidated income statement	123.8	122.0

At 31 December 2019, retirement obligations were disclosed in relation to 11 (2018: 10) defined benefit pension schemes. The main defined benefit scheme is the Capita Pension and Life Assurance Scheme.

The Capita Pension and Life Assurance Scheme (CPLAS)

CPLAS is the Group's main defined benefit scheme which closed to future accrual for most members in 2017 (less than 450 members continue to accrue benefits) and currently represents around 93% of total defined benefit obligations of the Group totalling £1,585.9m (2018: £1,342.7m). The CPLAS has plan assets of £1,353.1m (2018: £1,136.0m) and a net liability of £232.8m (2018: £206.7m).

Responsibility for the operation and governance of the CPLAS lies with a corporate Trustee which is independent of the Group. The Trustee Board is required by law to act in the interest of the CPLAS's beneficiaries in accordance with the rules of the CPLAS and relevant legislation (which includes the Pension Schemes Act 1993, the Pensions Act 1995 and the Pensions Act 2004). The nature of the relationship between the Group and the Trustee Board is also governed by the rules of the CPLAS and relevant legislation. The Trustee Board is chaired by an independent Trustee.

The assets of the CPLAS are held in a separate fund (administered by the Trustee Board) to meet long-term pension liabilities to beneficiaries. The Trustee Board invest the assets in line with their Statement of Investment Principles, which is regularly reviewed.

A full actuarial valuation of the Scheme is carried out every three years by an independent actuary for the Trustee Board, with the last full actuarial valuation carried out at 31 March 2017. The purpose of that valuation is to design a funding plan to ensure that the CPLAS has sufficient assets available to meet future benefit payments, based on assumptions agreed between the Trustee Board and the Group. The 31 March 2017 actuarial valuation showed a funding deficit of £185.0m (31 March 2014: £1.4m). This equates to a funding level of 86.1% (31 March 2014: 99.8%).

As a result of the funding valuation, the Group and the Trustee Board agreed the following plan to eliminate the deficit:

	2018	2019	2020	2021
Deficit contribution	£42.0m	£71.0m	£59.0	£4.0m

The next full actuarial valuation is being carried out with an effective date of 31 March 2020 and as part of that valuation the contribution requirements will be reviewed, and if necessary, amended.

Approximate funding updates are produced at each scheme anniversary when a full actuarial valuation is not being undertaken. The most recent of these, at 31 March 2019, showed a funding level of 96% (31 March 2018: 87%).

The Group expects to contribute £74.0m to the CPLAS over 2020.

The valuation of liabilities for funding purposes differs to the valuation for accounting purposes (which are shown in these financial statements) mainly due to different assumptions being used and different market conditions at the different valuation dates. The assumptions used for funding purposes are agreed between the Trustee Board and the Group and allow for an appropriate amount of prudence, with the discount rate being based on the actual assets of the CPLAS. While for accounting purposes the assumptions are determined on a best estimate basis in accordance with IAS19, with the discount rate being based on the yields available on high quality corporate bonds of appropriate currency and term.

In 2012, the Group established the Capita Scotland (Pension) Limited Partnership (the 'Partnership') with the CPLAS. Under this arrangement, intellectual property rights (IPR) in specific Group software was transferred to the partnership and the rights to use, develop and exploit this IPR was licensed back to the Group in return for an annual fee. The CPLAS's interest in the Partnership entitles it to an annual distribution of £8.0m for 15 years from inception.

5.2 Pensions continued

The Group's interest in the Partnership is fully consolidated into these Group financial statements. The Group has taken advantage of the exemption conferred by Regulation 7 of the Partnerships (Accounts) Regulations 2008 and has, therefore, not appended the accounts of this qualifying partnership to these financial statements. Separate accounts for the Partnership are not required to be, and have not been, filed at Companies House.

Strategic report Corporate governance Financial statements 154

Under IAS 19 (Revised) the interest in the Partnership does not represent a plan asset for Group reporting purposes and therefore the CPLAS's deficit position presented in these accounts does not reflect the CPLAS's interest in the Partnership. Accordingly, distributions from the Partnership to the CPLAS are reflected in these Group accounts as pension contributions to the CPLAS on a cash basis as paid.

Other defined benefit schemes

The total employer contributions to the 'Other' schemes for 2020 are estimated to be £4.0m.

Admitted Body arrangement

For the Admitted Body scheme, under which benefits continued to accrue until the contract ceased on 16 January 2020. The Group was required to pay regular contributions as decided by the Scheme Actuary and as detailed in the scheme's Schedule of Contributions. In addition, the Group will be required to pay any deficit (as determined by the Scheme Actuary) that is remaining at the end of the contract. We expect the deficit contribution to be quantified in the first half of 2020, with this amount estimated to be up to £1.0m. This will settle the Group's liability to the Admitted Body scheme, In respect of this, the Group is carrying a sufficient level of provision in these financial statements.

Other UK schemes

An allocated section of a Local Government Pension Scheme under which benefits are continuing to accrue. The latest full actuarial valuation (at 31 March 2019) showed there was a surplus on an ongoing basis and therefore no deficit contributions were required. There is no cross subsidy with other employer sections. However, when the last contributing member ceases to be an active member, then this will trigger an exit debt. At 31 March 2019, this was estimated at £3.3m.
A segregated section of a multi-employer scheme under which benefits are not continuing to accrue. The latest full actuarial valuation (at 31 March 2016) showed the section was 67% funded and deficit contributions of £0.9m pa were payable until 2031. There is no cross subsidy with other employer sections.
Three segregated sections in an industry-wide scheme for which only one section are benefits continuing to accrue. The latest full actuarial valuations (at 31 December 2018) showed that two of these sections were in surplus and therefore no deficit contributions were required. The third section showed a small deficit but the Trustees agreed that no deficit contributions would be required. There is no cross subsidy with other employer sections.
Participation in a non-associated multi-employer scheme under which defined benefits are not continuing to accrue. The latest full actuarial valuation (at 30 September 2017) resulted in the Group requiring to pay deficit contributions of £0.4m pa until 2026. If the Group were to cease to be a participating employer in this scheme there would be an exit debt payable. At 30 September 2017, this was estimated at £11.9m.

Overseas defined benefit schemes

The Group is responsible for an Irish defined benefit scheme which is classed as a cross-border scheme where the beneficiaries of the scheme have their liabilities, and the trustees hold assets, denominated in Euro. The scheme is governed under UK regulations and subject to the further requirements applying to cross-border schemes. The latest full actuarial valuation (at 31 March 2019) showed a funding surplus and therefore no deficit contributions were required. There are no members left accruing benefits.

The Group is also responsible for two Swiss schemes that provide defined contribution benefits but with certain guarantees (and are therefore reported as defined benefit schemes under IAS19). They are administered and governed through collective foundations which are separate legal entities. Benefits are continuing to accrue in these schemes.

Additional defined benefit schemes

There are a further 48 (2018: 50) defined benefit pension arrangements in which various Capita businesses have participated during 2019. 43 of these arrangements relate to participation in funded and unfunded public sector schemes (referred to as Admitted Body Arrangements as described above) however contractual protections are in place allowing actuarial and investment risk to be passed on to the end customer via recoveries for contributions paid. The nature of these arrangements vary from contract to contract but typically allow for the majority of contributions payable to the schemes in excess of an initial rate agreed at the inception to be recovered from the end customer, as well as exit payments (for funded schemes) payable to the schemes at the cessation of the contract, such that the Group's net exposure to actuarial and investment risk is immaterial.

It is estimated that around £9m of employer contributions were paid to these 48 schemes during 2019.

Judgement is required in determining the appropriate accounting treatment for the participation in all of the above schemes, in particular as to whether actuarial and investment risk fall in substance on the Group. It is considered that the net risk to the Group from these defined benefit arrangements is immaterial and therefore the costs in relation to all of the above schemes have been included in the defined contribution pension charge and no amounts are recognised on the Group's balance sheet.

Risks associated with the Group's pension schemes

These defined benefit pension schemes expose the Group to various risks, with the key risks set out below:

Interest rate risk: the IAS 19 discount rate is derived based on the yields available on good quality corporate bonds of suitable duration. If these yields decrease, then in isolation, this would increase the value placed on the IAS 19 obligation and result in a worsening of the funding position of the schemes.

Inflation risk: the liabilities of the schemes are linked to future levels of inflation. If future inflation is higher than expected then this would result in the cost of providing the benefits increasing and thereby worsening the funding position of the schemes.

Notes to the consolidated financial statements continued

5.2 Pensions continued

155 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 154

Section 5: Employee benefits continued

The total employer contributions to the 'Other' schemes for 2020 are estimated to be £4.0m.

• An allocated section of a Local Government Pension Scheme under which benefits are continuing to accrue. The latest full actuarial valuation (at 31 March 2019) showed there was a surplus on an ongoing basis and therefore no deficit contributions were required. There is no cross subsidy with other employer sections. However, when the last contributing member ceases to be an active member, then this will trigger an exit

• A segregated section of a multi-employer scheme under which benefits are not continuing to accrue. The latest full actuarial valuation (at 31 March 2016) showed the section was 67% funded and deficit contributions of £0.9m pa were payable until 2031. There is no cross subsidy with

• Three segregated sections in an industry-wide scheme for which only one section are benefits continuing to accrue. The latest full actuarial valuations (at 31 December 2018) showed that two of these sections were in surplus and therefore no deficit contributions were required. The third section showed a small deficit but the Trustees agreed that no deficit contributions would be required. There is no cross subsidy with other

• Participation in a non-associated multi-employer scheme under which defined benefits are not continuing to accrue. The latest full actuarial valuation (at 30 September 2017) resulted in the Group requiring to pay deficit contributions of £0.4m pa until 2026. If the Group were to cease to be a participating employer in this scheme there would be an exit debt payable. At 30 September 2017, this was estimated at £11.9m.

Investment risk: the schemes invest in a wide range of assets with a view to provide long-term investment returns at particular levels. There is a risk that investment returns are lower than expected which, in isolation, could result in a worsening of the funding position of the schemes. Interest rate risk: the IAS 19 discount rate is derived based on the yields available on good quality corporate bonds of suitable duration. If these yields decrease, then in isolation, this would increase the value placed on the IAS 19 obligation and result in a worsening of the funding position

Inflation risk: the liabilities of the schemes are linked to future levels of inflation. If future inflation is higher than expected then this would result in

Admitted Body scheme, In respect of this, the Group is carrying a sufficient level of provision in these financial statements.

5.2 Pensions continued

Other defined benefit schemes

debt. At 31 March 2019, this was estimated at £3.3m.

deficit contributions were required. There are no members left accruing benefits.

It is estimated that around £9m of employer contributions were paid to these 48 schemes during 2019.

These defined benefit pension schemes expose the Group to various risks, with the key risks set out below:

the cost of providing the benefits increasing and thereby worsening the funding position of the schemes.

entities. Benefits are continuing to accrue in these schemes.

charge and no amounts are recognised on the Group's balance sheet.

Risks associated with the Group's pension schemes

Admitted Body arrangement

Companies House.

Other UK schemes

other employer sections.

Overseas defined benefit schemes

Additional defined benefit schemes

investment risk is immaterial.

of the schemes.

employer sections.

Longevity risk: if members live longer than expected, then pensions will be paid for a longer time which will increase the value placed on the liabilities and therefore worsen the funding position of the schemes.

In order to manage these risks, the Group and the trustees carry out regular assessments of these risks. For CPLAS, the main defined benefit scheme the following actions have been taken:

The CPLAS Trustee Board has entered into two bulk annuity contracts with an insurer in respect of a small number of high individual liability pensioner members (one in 2015 and the second in late 2017) with total value included in the assets at 31 December 2019 of £70.9m (2018: £68.7m).
The CPLAS Trustee Board has entered into a Liability Driven Investment programme. The level of risk that is managed by this is set by various market-related and funding trigger points.

Together, these actions have led to a current level of hedging (interest rate and inflation) of around 77% of CPLAS's liabilities measured on the Trustee Board's medium-term funding basis. As the funding level improves it is planned to further increase the level of hedging.

The hedging aims to match the value of the assets to the movement in liabilities arising from changes in market expectations of future inflation rates and future gilt yields. This is to help protect and reduce volatility in funding valuations which are used to determine the cash contribution requirements to the scheme. As these accounting disclosures use the yields available on corporate bonds to determine the accounting liabilities, the hedging may not have the same impact against changes as they do on a funding valuation. Over 2019, the yields available on long dated corporate bonds have fallen by more than long dated gilt yields. This means that whilst the hedge has been successful for funding purposes, with the assets moving broadly in line with funding liabilities, it has not had the same impact for the accounting liabilities and has contributed to the accounting deficit increasing over the year.

As part of this strategy and to retain exposure to growth assets, the CPLAS Trustee Board invest in derivatives to gain synthetic equity exposure. Therefore, the equity allocation shown below is in economic exposure terms (i.e. inclusive of the derivative based position).

To illustrate how sensitive the value of the defined benefit obligations are to different market conditions, the below table shows how much they would increase if the assumptions were changed as shown (assuming all other assumptions remain constant):

Change in assumptions compared with 31 December 2019 actuarial assumptions	Group Total £m
0.1% pa decrease in discount rate	35.6
0.1% pa increase in salary increases	0.7
0.1% pa increase in inflation (and related assumption, eg salary and pension increases)	17.9
1 year increase in life expectancy	66.9

Assets and liabilities

Under IAS19, plan assets must be valued at the fair value at the balance sheet date. The plan assets are made up of quoted and unquoted investments, and asset valuations have been sourced from the respective scheme's investment managers and custodians, based on their pricing sources and methodologies. Unquoted investments require more judgement as their values are not directly observable. The assumptions used in valuing unquoted investments are affected by current market conditions which could result in changes in fair value after the measurement date. For the main asset categories:

• Equities listed on recognised stock exchanges are valued at closing bid prices.

Bonds are measured using a combination of broker quotes and pricing models making assumptions for credit and market risks and market yield curves.
Properties are valued on the basis of an open market value or are valued using models based on discounted cash flow techniques.
Assets in investment funds are valued at fair value which is typically the Net Asset Value provided by the investment manager.
Certain unlisted investments are valued using a model based valuation such as discounted cash flow.
The value of bulk annuity contracts have been assessed by discounting the projected cash flows payable under the contracts (projected by an actuary, consistent with the terms of the contract) and is equal to the corresponding liability calculated by reference to the IAS19 assumptions.

5.2 Pensions continued

The assets and liabilities of all of the defined benefit pension schemes (excluding additional voluntary contributions) at 31 December are:

Strategic report Corporate governance Financial statements 156

						Group total
			2019			2018
	Quoted £m	Unquoted £m	Total £m	Quoted £m	Unquoted £m	Total £m
Scheme assets at fair value:
Equities:
– UK	4.2	26.3	30.5	5.2	0.3	5.5
– Overseas	93.9	219.6	313.5	102.8	99.3	202.1
– Private	—	0.6	0.6	—	0.7	0.7
	98.1	246.5	344.6	108.0	100.3	208.3
Debt securities:
– UK Government	638.5	—	638.5	340.3	(0.1)	340.2
– UK Corporate	1.6	—	1.6	0.4	0.1	0.5
– Overseas Government	43.7	3.7	47.4	2.8	17.8	20.6
– Overseas Corporate	77.2	62.8	140.0	0.5	118.5	119.0
– Emerging Markets	0.7	31.7	32.4	0.3	29.2	29.5
– Private Debt	—	63.1	63.1	—	57.3	57.3
– Secured Loans	1.6	—	1.6	1.6	—	1.6
	763.3	161.3	924.6	345.9	222.8	568.7
Property	4.6	89.4	94.0	4.8	86.0	90.8
Infrastructure	1.3	—	1.3	0.5	—	0.5
Credit Funds	9.4	—	9.4	8.0	—	8.0
Asset Backed Securities	0.9	—	0.9	0.8	—	0.8
Hedge Funds	49.5	122.0	171.5	80.7	135.2	215.9
Absolute Return Funds	0.6	—	0.6	—	—	—
Diversified growth funds	5.4	—	5.4	4.9	—	4.9
Insurance Contracts	—	88.5	88.5	—	86.2	86.2
Cash	(198.5)	(3.7)	(202.2)	22.5	1.4	23.9
Other	2.4	3.5	5.9	1.4	2.1	3.5
	(124.4)	299.7	175.3	123.6	310.9	434.5
Total	737.0	707.5	1,444.5			1,211.5
Present value of scheme liabilities			(1,697.0)			(1,430.5)
Net liability			(252.5)			(219.0)

The total net liability that relates to other defined benefits schemes that is included in the table above is £19.6m (2018: £12.3m). Within this net liability, some schemes are in surplus which offsets this amount by £4.1m (2018:£5.9m).

These amounts do not include any directly owned financial instruments issued by the Group.

IFRIC 14

The Group has considered the impact of IFRIC 14 on the various schemes (in relation to either recognising a surplus or allowing for the impact of any funding commitments made) and has concluded, based on the interpretation of the rules for each of the schemes, that IFRIC14 would not limit the surplus or increase the deficits shown at this balance sheet date.

Reconciliation of retirement benefits

Explanation of constituents of the consolidated income statement.

The cost of providing the pension scheme over the year is broken down as follows:

Service cost is the cost to the Group of future benefits earned by contributing members over the current financial period.
Past service cost represents the change in the present value of scheme liabilities in the current period in relation to prior years' service.
Administration costs are those entailed by the pension schemes over the current period.
Interest cost/(income) is made up of the interest cost on pension liabilities and assets over the current period based on the discount rate adopted at the start of the period.

Notes to the consolidated financial statements continued

5.2 Pensions continued

157 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 156

2019 2018

Unquoted £m

Quoted £m

98.1 246.5 344.6 108.0 100.3 208.3

763.3 161.3 924.6 345.9 222.8 568.7

(124.4) 299.7 175.3 123.6 310.9 434.5

Group total

Total £m

Section 5: Employee benefits continued

liability, some schemes are in surplus which offsets this amount by £4.1m (2018:£5.9m). These amounts do not include any directly owned financial instruments issued by the Group.

limit the surplus or increase the deficits shown at this balance sheet date.

The cost of providing the pension scheme over the year is broken down as follows:

• Administration costs are those entailed by the pension schemes over the current period.

Explanation of constituents of the consolidated income statement.

The assets and liabilities of all of the defined benefit pension schemes (excluding additional voluntary contributions) at 31 December are:

Unquoted £m

– UK 4.2 26.3 30.5 5.2 0.3 5.5 – Overseas 93.9 219.6 313.5 102.8 99.3 202.1 – Private — 0.6 0.6 — 0.7 0.7

– UK Government 638.5 — 638.5 340.3 (0.1) 340.2 – UK Corporate 1.6 — 1.6 0.4 0.1 0.5 – Overseas Government 43.7 3.7 47.4 2.8 17.8 20.6 – Overseas Corporate 77.2 62.8 140.0 0.5 118.5 119.0 – Emerging Markets 0.7 31.7 32.4 0.3 29.2 29.5 – Private Debt — 63.1 63.1 — 57.3 57.3 – Secured Loans 1.6 — 1.6 1.6 — 1.6

Property 4.6 89.4 94.0 4.8 86.0 90.8 Infrastructure 1.3 — 1.3 0.5 — 0.5 Credit Funds 9.4 — 9.4 8.0 — 8.0 Asset Backed Securities 0.9 — 0.9 0.8 — 0.8 Hedge Funds 49.5 122.0 171.5 80.7 135.2 215.9 Absolute Return Funds 0.6 — 0.6 — — — Diversified growth funds 5.4 — 5.4 4.9 — 4.9 Insurance Contracts — 88.5 88.5 — 86.2 86.2 Cash (198.5) (3.7) (202.2) 22.5 1.4 23.9 Other 2.4 3.5 5.9 1.4 2.1 3.5

Total 737.0 707.5 1,444.5 1,211.5 Present value of scheme liabilities (1,697.0) (1,430.5) Net liability (252.5) (219.0) The total net liability that relates to other defined benefits schemes that is included in the table above is £19.6m (2018: £12.3m). Within this net

• Service cost is the cost to the Group of future benefits earned by contributing members over the current financial period.

• Past service cost represents the change in the present value of scheme liabilities in the current period in relation to prior years' service.

• Interest cost/(income) is made up of the interest cost on pension liabilities and assets over the current period based on the discount rate

Total £m

Quoted £m

5.2 Pensions continued

Scheme assets at fair value:

Equities:

IFRIC 14

Reconciliation of retirement benefits

adopted at the start of the period.

Debt securities:

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability and its components:

	Group total
	Defined benefit obligation Fair value of plan assets				Net defined liability
	2019 £m	2018 £m	2019 £m	2018 £m	2019 £m	2018 £m
At 1 January	1,430.5	1,584.6	(1,211.5)	(1,177.8)	219.0	406.8
Included in the consolidated income statement:
Current service cost	7.0	8.2	—	—	7.0	8.2
Administration costs	3.9	2.9	—	—	3.9	2.9
Past service cost	0.3	6.6	—	—	0.3	6.6
Settlements	—	—	—	—	—	—
Interest cost/(income)	40.2	38.7	(35.8)	(29.3)	4.4	9.4
Sub-total in consolidated income statement	51.4	56.4	(35.8)	(29.3)	15.6	27.1
Included in other comprehensive income:
Actuarial loss/(gain) arising from:
– demographic assumptions	6.3	(16.1)	—	—	6.3	(16.1)
– financial assumptions	212.8	(100.7)	—	—	212.8	(100.7)
– experience adjustments	24.2	(39.5)	—	—	24.2	(39.5)
– changes in asset ceiling/minimum liability	—	—	—	—	—	—
– reclassification of schemes1	14.1	—	(11.6)	—	2.5	—
Return on plan assets excluding interest	—	—	(139.1)	21.2	(139.1)	21.2
Foreign currency translation	(0.6)	1.1	0.6	(0.9)	—	0.2
Sub-total in other comprehensive income	256.8	(155.2)	(150.1)	20.3	106.7	(134.9)
Employer contributions	—	—	(88.8)	(80.0)	(88.8)	(80.0)
Contributions by employees	1.4	1.6	(1.4)	(1.6)	—	—
Benefits paid	(43.1)	(51.6)	43.1	51.6	—	—
Contract bulk transfers/business combinations	—	(5.3)	—	5.3	—	—
At 31 December	1,697.0	1,430.5	(1,444.5)	(1,211.5)	252.5	219.0

It is now possible to identify, in a consistent and reasonable basis, the share of assets and liabilities belonging to the Group in respect of its participation in the non-associated multi-employer scheme. The scheme has been brought on to the defined benefit balance sheet as at 1 January 2019 (net liability as at that date of £2.5m). Previously is was accounted for on a defined contribution basis.

The defined benefit obligation comprises £1,697.0m (2018: £1,430.5m) arising from schemes that are wholly or partly funded.

Of the total pension cost of £15.6m (2018: £27.1m), £7.3m (2018: £14.8m) was included in cost of sales, £3.9m (2018: £2.9m) was included in administrative expenses, and £4.4m in finance costs (2018: £9.4m).

Breakdown of liabilities for the CPLAS

Information about the defined benefit obligation for the CPLAS:

	Proportion of overall liability %	Duration (years)	Proportion of overall liability %	Duration (years)
	2019	2019	2018	2018
Active members	6	23.9	7	24.6
Deferred members	62	23.3	64	23.9
Pensioners	32	13.4	29	13.5
Total	100	20.2	100	20.9

Financial and demographic assumptions

		All schemes
Main assumptions1 :	2019 %	2018 %
Rate of price inflation – RPI/CPI	3.00/2.00	3.20/2.20
Rate of salary increase	3.00	3.20
Rate of increase of pensions in payment2 :
– RPI inflation capped at 5% per annum	2.95	3.10
– RPI inflation capped at 2.5% per annum	2.10	2.20
– CPI inflation capped at 5% per annum	2.05	2.25
– CPI inflation capped at 2.5% per annum	1.65	1.80
Discount rate	2.05	2.85
Expected take up maximum available tax free cash	85.00	85.00

Only the discount rate is relevant to the Admitted Body Scheme. Different assumptions apply to non-UK schemes, for example: the discount rate for the Irish Schemes are 1.20% per annum and for the Swiss schemes it is 0.15% per annum in 2019.
There are other levels of pension increase which apply to particular periods of membership.

5.2 Pensions continued

The average future life expectancy from age 65 (in years) for mortality tables used to determine scheme liabilities for the various different schemes at 31 December 2019 and 31 December 2018 are as follows:

			Member currently aged 65 (current life expectancy)		Member currently aged 45 (life expectancy at 65)
		Male		Female		Male		Female
	2019	2018	2019	2018	2019	2018	2019	2018
Capita Scheme1	22.7	22.7	24.2	24.3	23.1	23.1	25.2	25.4
Other Schemes2	22.7 to 24.2	22.7 to 24.2	24.2 to 24.8	24.3 to 24.4	23.1 to 25.9	23.1 to 25.9	25.2 to 26.2	25.4 to 26.2

Strategic report Corporate governance Financial statements 158

The assumptions used for the Capita scheme are tailored for each member. The assumptions adopted make allowance for an increase in the longevity in the future. The rate for members currently aged 65 is derived from the pensioner membership and the rate for members reaching age 65 in 20 years' time is derived from non-pensioner membership.
This does not apply to the Admitted Body Scheme.

5.3 Employee benefits expense

	Notes	2019 £m	2018 £m
Wages and salaries		1,626.8	1,702.1
Social security costs		170.7	175.0
Pension costs	5.2	119.4	112.6
Share-based payments	5.1	3.0	3.4
		1,919.9	1,993.1

The aggregate amount of directors' remuneration (salary, bonus and benefits) is shown on page 91 of the remuneration report.

• The aggregate amount of gains made by Directors on exercise of share options was £nil (2018: nil) (refer to note 6.1).

• The remuneration of the highest paid Director was £789,678 (2018: £2,014,209).

• Payments have been made to a defined contribution pension scheme on behalf of four directors (2018: three Directors). For the highest paid director, pension contributions of £36,250 (2018: £36,250) were made.

The average number of employees during the year was made up as follows:	2019 Number	2018 Number
Sales	2,162	1,733
Administration	5,801	7,930
Operations	55,322	56,239
	63,285	65,902

The average number of employees above reflects continuing operations and excludes employees relating to discontinued operations.

Section 6: Other supporting notes

This section includes disclosures of those items that are not explained elsewhere in the financial statements.

Notes to the consolidated financial statements continued

In this section you will find disclosures about:

6.1 Related-party transactions

6.2 Contingent liabilities

159 Capita plc Annual Report 2019

6.3 Post balance sheet events
6.4 Adoption of IFRS 16 Leases

Denotes accounting policies AP

Key highlights

Strategic report Corporate governance Financial statements 158

Notes

2019 £m

1,919.9 1,993.1

63,285 65,902

2018 £m

²⁰¹⁸ Number

Section 5: Employee benefits continued

• The remuneration of the highest paid Director was £789,678 (2018: £2,014,209).

director, pension contributions of £36,250 (2018: £36,250) were made.

schemes at 31 December 2019 and 31 December 2018 are as follows:

The average future life expectancy from age 65 (in years) for mortality tables used to determine scheme liabilities for the various different

currently aged 65 is derived from the pensioner membership and the rate for members reaching age 65 in 20 years' time is derived from non-pensioner membership.

The aggregate amount of directors' remuneration (salary, bonus and benefits) is shown on page 91 of the remuneration report. • The aggregate amount of gains made by Directors on exercise of share options was £nil (2018: nil) (refer to note 6.1).

Capita Scheme1 22.7 22.7 24.2 24.3 23.1 23.1 25.2 25.4 Other Schemes2 22.7 to 24.2 22.7 to 24.2 24.2 to 24.8 24.3 to 24.4 23.1 to 25.9 23.1 to 25.9 25.2 to 26.2 25.4 to 26.2 1. The assumptions used for the Capita scheme are tailored for each member. The assumptions adopted make allowance for an increase in the longevity in the future. The rate for members

Wages and salaries 1,626.8 1,702.1 Social security costs 170.7 175.0 Pension costs 5.2 119.4 112.6 Share-based payments 5.1 3.0 3.4

• Payments have been made to a defined contribution pension scheme on behalf of four directors (2018: three Directors). For the highest paid

Sales 2,162 1,733 Administration 5,801 7,930 Operations 55,322 56,239

The average number of employees during the year was made up as follows: ²⁰¹⁹ Number

The average number of employees above reflects continuing operations and excludes employees relating to discontinued operations.

Member currently aged 65 (current life expectancy) Member currently aged 45 (life expectancy at 65) Male Female Male Female

2019 2018 2019 2018 2019 2018 2019 2018

5.2 Pensions continued

This does not apply to the Admitted Body Scheme. 5.3 Employee benefits expense

IFRS 16 Leases The adoption of IFRS 16 has had a material impact for the Group as follows: Balance sheet impact

Recognition of a new right-of-use asset Recognition of lease liabilities Impact retained earnings deficit

Income statement impact

Cash flow statement impact

Net cash outflow from operating activities Net cash flow from financing activities

£(115.7)m £(90.0)m

EBITDA Operating profit Loss before tax

£480.9m £562.6m £(40.8)m At 1 January 2019 £568.2m At 1 January 2019 £643.9m At 1 January 2019 £(26.8)m

£110.9m £11.7m £(14.0)m

Operating profit and EBITDA improved as rental costs removed are only partially replaced by depreciation of lease assets on a straight line basis over the lease term. While EBITDA has improved, there is a loss before tax due to the combination of depreciation and interest being higher than the rental costs they replace. Interest charge which is determined based on the effective interest rate method is larger in the initial years owing to a higher lease liability.

Although IFRS 16 has no impact on the Group's total cash flow, outflows from financing activities increased while cash outflows from operating activities decreased, as recognition of rental costs, previously recognised solely as cash outflows from operations are now apportioned between interest paid and capital element of lease rental payments.

The Group's lease portfolio is expected to change over the next few years as a result of Group transformation plan, which includes a rationalisation of Capita's properties. Any changes to the lease portfolio will be accounted for when transacted as required under IFRS 16 and our Group policy. Costs and impairments on the right-of-use assets arising from the property programme will be excluded from adjusted profit in line with the current Group policy.

6.1 Related-party transactions

Compensation of key management personnel

	2019 £m	2018 £m
Short-term employment benefits	9.3	11.9
Pension	0.2	0.2
Share-based payments	2.6	—
	12.1	12.1

Strategic report Corporate governance Financial statements 160

Gains on share options exercised in the year by Capita plc Executive Directors were £nil (2018: £nil) and by key management personnel £0.1m (2018: £nil), totalling £0.1m (2018: £nil).

During the year, the Group rendered administrative services to Smart DCC Ltd, a wholly-owned subsidiary which is not consolidated (refer to note 4.7). The Group received £83.4m (2018: £64.3m) of revenue for these services. The services are procured by Smart DCC on an arm's length basis under the DCC licence. The services are subject to review by Ofgem to ensure that all costs are economically and efficiently incurred by Smart DCC.

Capita Pension and Life Assurance Scheme is a related party of the Group. Transactions with the Scheme are disclosed in note 5.2 – Pensions.

6.2 Contingent liabilities

Contingent liabilities represent potential future cash outflows which are either not probable or cannot be measured reliably.

The Group has provided, through the normal course of its business, performance bonds and bank guarantees of £58.1m (2018: £84.0m).

The Group is in discussions with a number of its life insurance clients, the outcomes and timings of which are uncertain but could result in the continuation of contracts with amended terms or the termination of contracts. If an operation is terminated, the Group may incur associated costs, accelerate the recognition of deferred income or the impairment of contract assets. As the outcome of these discussions is uncertain, the Group has not made any provision for a future outflow of funds that might result from the eventual outcome.

Capita completed the disposal of its Capita Asset Services businesses, including CFM, to the Link Group on 3 November 2017. Capita plc, as part of the sale of the Capita Asset Services businesses, has provided an indemnity against certain legacy claims.

The Group has been notified under a supplier contract of a potential liability relating to past services received. The basis of any liability is currently being discussed with the supplier, focusing currently on the method of any settlement. The preferred approach is to settle the potential liability, if any, via future committed spend with the supplier and accordingly the Group has not made any provision at 31 December 2019 for a future outflow of funds that might result. Additionally, there is currently no reliable estimate of any eventual outcome, and to disclose a potential range would be prejudicial given the early stage of the discussions with the supplier.

The Group entities are parties to legal actions and claims which arise in the normal course of business. The Group throughout the year needs to apply judgement in determining the merit of litigation against it and the chances of a claim successfully being made. It needs to determine the likelihood of an outflow of economic benefits occurring and whether there is a need to disclose a contingent liability or whether a provision might be required due to the probability assessment.

At any time there are a number of claims or notifications that need to be assessed across the Group. The disparate nature of the Group entities heightens the risk that not all potential claims are known at any point in time. Under the transformation plan, the support functions including commercial and legal are being strengthened and a Chief General Counsel has been appointed. This enhances the current processes in place to assess the likelihood of historical claims arising.

6.3 Post balance sheet events

On 8 January 2020, as part of the property rationalisation, under IFRS 16, the Group extinguished a property lease liability (31 December 2019: £20.9m) and acquired the freehold for £30.7m cash. This resulted in a derecognition of £7.1m of the right of use asset, a £3.0m addition to freehold property, and a charge to significant restructuring of £9.2m. There are no post balance sheet events that have an adjusting effect on the financial statements.

Notes to the consolidated financial statements continued

6.4 Adoption of IFRS 16 Leases

Adoption method

161 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 160

2019 £m

12.1 12.1

2018 £m

Section 6: Other supporting notes continued

Short-term employment benefits 9.3 11.9 Pension 0.2 0.2 Share-based payments 2.6 —

Gains on share options exercised in the year by Capita plc Executive Directors were £nil (2018: £nil) and by key management personnel £0.1m

Capita Pension and Life Assurance Scheme is a related party of the Group. Transactions with the Scheme are disclosed in note 5.2 – Pensions.

Capita completed the disposal of its Capita Asset Services businesses, including CFM, to the Link Group on 3 November 2017. Capita plc, as part

The Group has provided, through the normal course of its business, performance bonds and bank guarantees of £58.1m (2018: £84.0m). The Group is in discussions with a number of its life insurance clients, the outcomes and timings of which are uncertain but could result in the continuation of contracts with amended terms or the termination of contracts. If an operation is terminated, the Group may incur associated costs, accelerate the recognition of deferred income or the impairment of contract assets. As the outcome of these discussions is uncertain, the Group

Contingent liabilities represent potential future cash outflows which are either not probable or cannot be measured reliably.

has not made any provision for a future outflow of funds that might result from the eventual outcome.

range would be prejudicial given the early stage of the discussions with the supplier.

of the sale of the Capita Asset Services businesses, has provided an indemnity against certain legacy claims.

6.1 Related-party transactions Compensation of key management personnel

(2018: £nil), totalling £0.1m (2018: £nil).

6.2 Contingent liabilities

be required due to the probability assessment.

assess the likelihood of historical claims arising.

6.3 Post balance sheet events

financial statements.

Smart DCC.

On adoption of IFRS 16 (effective 1 January 2019) the Group has elected to grandfather the assessment of which arrangements are leases. Contracts not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease under IFRS 16.

Under the transition rules, the Group has applied IFRS 16 using the modified retrospective approach, with the cumulative effect of applying the standard recognised in retained earnings on 1 January 2019. Comparative information presented for 2018 has not been restated.

At transition

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognises rightof-use assets and lease liabilities for all the leases on its balance sheet.

The Group used the following practical expedients when applying IFRS 16 to leases previously classified as operating leases:

applied the exemption not to recognise right-of-use assets and liabilities for leases of low value or for which the lease term ends within 12 months of the date of initial application, on a lease-by-lease basis
relied on previous assessments on whether leases are onerous for impairment of right-of-use assets
excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application
used hindsight when determining the lease term if the contract contains options to extend or terminate the lease
applied the exemption not to separate non-lease components such as service charges from lease rental charges

Under transition rules for leases classified as operating leases, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate at 1 January 2019.

Right-of-use assets are measured at cost, which comprised the initial amount of the lease liability adjusted for any lease payments made at or before the adoption date, less any lease incentives received at or before the adoption date and less any onerous lease provisions (reclassified on the opening balance sheet).

For a selection of material long-term leases, the Group has applied the modified retrospective method one approach, as if IFRS 16 had always been applied using the incremental borrowing rate at the date of initial application. Under this method, the difference between the right-of-use asset and lease liability was recorded in retained earnings.

At 1 January 2019 the Group had no lease commitments previously classified as finance leases under IAS 17.

The Group is not required to make any adjustments on transition to IFRS 16 for which it acts as a lessor, except for subleases. Under IFRS 16, the Group assessed the classification of subleases with reference to the right-of-use asset, not the underlying asset. This resulted in certain leases being classified as finance leases under IFRS 16 and recognition of a finance lease receivable (recorded within line item financial assets on the consolidated balance sheet).

Accounting policies AP

The new accounting policies are disclosed in note 3.5 for right-of-use assets and note 4.4 for lease liabilities and lessors.

6.4 Adoption of IFRS 16 Leases continued

Impact of adopting IFRS 16: A summary of the impact on the Group of adopting IFRS 16 is as follows:	Note	As reported 31 December 2018 £m	IFRS 16 impact £m	At adoption 1 January 2019 £m
Non-current assets
Property, plant and equipment		213.6	—	213.6
Goodwill		1,259.0	—	1,259.0
Intangible assets		328.7	—	328.7
Right-of-use assets	a	—	568.2	568.2
Contract fulfilment assets		264.2	—	264.2
Financial assets	b	109.1	14.1	123.2
Deferred taxation	c	144.6	5.4	150.0
Trade and other receivables		26.2	—	26.2
		2,345.4	587.7	2,933.1
Current assets
Financial assets	b	18.2	3.0	21.2
Trade and other receivables	d	771.7	(14.9)	756.8
Cash		957.5	—	957.5
Income tax receivable		0.9	—	0.9
		1,748.3	(11.9)	1,736.4
Total assets		4,093.7	575.8	4,669.5
Current liabilities
Trade and other payables	d	668.7	(26.1)	642.6
Deferred income		980.3	—	980.3
Overdrafts		314.8	—	314.8
Lease liabilities	e	—	95.3	95.3
Financial liabilities		303.1	—	303.1
Provisions	d	96.8	(6.4)	90.4
		2,363.7	62.8	2,426.5
Non-current liabilities
Trade and other payables		11.6	—	11.6
Deferred income		277.3	—	277.3
Lease liabilities	e	—	548.6	548.6
Financial liabilities		1,084.2	—	1,084.2
Deferred taxation		15.2	—	15.2
Provisions	d	19.4	(8.8)	10.6
Employee benefits		219.0	—	219.0
		1,626.7	539.8	2,166.5
Total liabilities		3,990.4	602.6	4,593.0
Net assets/(liabilities)		103.3	(26.8)	76.5
Capital and reserves
Issued share capital		34.5	—	34.5
Share premium		1,143.3	—	1,143.3
Employee benefit trust and treasury shares		(11.2)	—	(11.2)
Capital redemption reserve		1.8	—	1.8
Other reserves		3.1	—	3.1
Retained deficit	f	(1,135.3)	(26.8)	(1,162.1)
Surplus/(deficit) attributable to owners of the Company		36.2	(26.8)	9.4
Non-controlling interests		67.1	—	67.1
Total equity		103.3	(26.8)	76.5

Strategic report Corporate governance Financial statements 162

a. Right-of-use assets: non-current assets have been impacted due to recognition of right-of-use assets on 1 January 2019. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the adoption date less any lease incentives received at or before the adoption date (reclassified on the opening balance sheet).

b. Finance lease receivable: Financial assets have been impacted by recognition of finance lease receivables where the Group acts as an intermediate lessor and has classified the sub lease as a finance lease because the sub-lease is for a substantial amount of the remaining term of the head lease. The finance lease receivables have been classified between current and noncurrent.

c. Deferred tax asset: Under IFRS 16, a lease liability was recognised on the balance sheet from 1 January 2019, which will be recognised through the income statement in subsequent periods. Right-of-use assets were also recognised on the balance sheet from 1 January 2019, which will be charged to the income statement in subsequent periods. Under IAS 12, the tax base of the net liability is the amount that will be deductible for tax purposes. A temporary difference is therefore created in relation to the net liability.

The impact of these changes is recognised for tax purposes via a tax adjustment which spreads over the weighted average lease period at 1 January 2019. Under the principles of IAS 12, a net movement of £5.4m is reflected as a transitional adjustment, arising from an increase in deferred tax assets as a result of the transition to IFRS 16.

e. Lease liabilities: Financial liabilities have been impacted due to the recognition of lease liabilities. This liability is initially measured at the present value of the lease payments that are not paid at the adoption date, discounted using the Group's incremental borrowing rate. The lease payments comprise fixed payments, including in-substance fixed payments such as service charges and variable lease payments that depend on an index or a rate, initially measured using the minimum index or rate at commencement date. The lease liabilities have been classified between current and non-current.

f. Retained deficit: For a selection of material long-term leases, the Group applied the modified retrospective method one approach, where the right-of-use asset is calculated from the lease inception and depreciated – resulting in a charge to retained deficit representing the different between the right-of-use asset and the finance lease liability.

Notes to the consolidated financial statements continued

6.4 Adoption of IFRS 16 Leases continued

In calculating the lease liability to be recognised on adoption, the Group used a weighted average incremental borrowing rate at 1 January 2019 of 4.6%. The below outlines the difference between the Group's operating lease commitment at 31 December 2018 and the lease liability recognised on adoption:

Lease liabilities recognised	1 January 2019 £m
Operating lease commitment at 31 December 2018 as disclosed in the Group's consolidated financial statements	736.0
Discounted using the incremental borrowing rate at 1 January 2019	(113.5)
Extension and termination options reasonably certain to be exercised	21.4
	643.9
of which:
Current	95.3
Non-current	548.6

In the period:

163 Capita plc Annual Report 2019

Strategic report Corporate governance Financial statements 162

As reported 31 December 2018 £m

IFRS 16 impact £m

2,345.4 587.7 2,933.1

1,748.3 (11.9) 1,736.4

2,363.7 62.8 2,426.5

1,626.7 539.8 2,166.5

At adoption 1 January 2019 £m

Note

Section 6: Other supporting notes continued

Property, plant and equipment 213.6 — 213.6 Goodwill 1,259.0 — 1,259.0 Intangible assets 328.7 — 328.7 Right-of-use assets a — 568.2 568.2 Contract fulfilment assets 264.2 — 264.2 Financial assets b 109.1 14.1 123.2 Deferred taxation c 144.6 5.4 150.0 Trade and other receivables 26.2 — 26.2

Financial assets b 18.2 3.0 21.2 Trade and other receivables d 771.7 (14.9) 756.8 Cash 957.5 — 957.5 Income tax receivable 0.9 — 0.9

Total assets 4,093.7 575.8 4,669.5

Trade and other payables d 668.7 (26.1) 642.6 Deferred income 980.3 — 980.3 Overdrafts 314.8 — 314.8 Lease liabilities e — 95.3 95.3 Financial liabilities 303.1 — 303.1 Provisions d 96.8 (6.4) 90.4

Trade and other payables 11.6 — 11.6 Deferred income 277.3 — 277.3 Lease liabilities e — 548.6 548.6 Financial liabilities 1,084.2 — 1,084.2 Deferred taxation 15.2 — 15.2 Provisions d 19.4 (8.8) 10.6 Employee benefits 219.0 — 219.0

Total liabilities 3,990.4 602.6 4,593.0 Net assets/(liabilities) 103.3 (26.8) 76.5

Issued share capital 34.5 — 34.5 Share premium 1,143.3 — 1,143.3 Employee benefit trust and treasury shares (11.2) — (11.2) Capital redemption reserve 1.8 — 1.8 Other reserves 3.1 — 3.1 Retained deficit f (1,135.3) (26.8) (1,162.1) Surplus/(deficit) attributable to owners of the Company 36.2 (26.8) 9.4 Non-controlling interests 67.1 — 67.1 Total equity 103.3 (26.8) 76.5 a. Right-of-use assets: non-current assets have been impacted due to recognition of right-of-use assets on 1 January 2019. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the adoption date less any lease incentives received at or before the adoption date

The impact of these changes is recognised for tax purposes via a tax adjustment which spreads over the weighted average lease period at 1 January 2019. Under the principles of IAS 12, a

d. Reclassification of balance sheet items: As noted above in a, the right-of-use asset is initially measured at cost plus lease payments made at or before the adoption date (prepayments), less any lease incentives received (rent free accruals) and less onerous provisions existing at the adoption date. These balances have been reclassified to right-of-use asset on adoption. e. Lease liabilities: Financial liabilities have been impacted due to the recognition of lease liabilities. This liability is initially measured at the present value of the lease payments that are not paid at the adoption date, discounted using the Group's incremental borrowing rate. The lease payments comprise fixed payments, including in-substance fixed payments such as service charges and variable lease payments that depend on an index or a rate, initially measured using the minimum index or rate at commencement date. The lease liabilities have been classified between

f. Retained deficit: For a selection of material long-term leases, the Group applied the modified retrospective method one approach, where the right-of-use asset is calculated from the lease

net liability is the amount that will be deductible for tax purposes. A temporary difference is therefore created in relation to the net liability.

net movement of £5.4m is reflected as a transitional adjustment, arising from an increase in deferred tax assets as a result of the transition to IFRS 16.

inception and depreciated – resulting in a charge to retained deficit representing the different between the right-of-use asset and the finance lease liability.

A summary of the impact on the Group of adopting IFRS 16 is as follows:

6.4 Adoption of IFRS 16 Leases continued

Impact of adopting IFRS 16:

Non-current assets

Current assets

Current liabilities

Non-current liabilities

Capital and reserves

current.

current and non-current.

(reclassified on the opening balance sheet).

The impact to the income statement for the period to 31 December 2019 is as follows:

Consolidated income statement	Expected adoption impact for the year ending 31 December 2019 £m	Actual adoption impact for the year ending 31 December 2019 £m
EBITDA	112 – 117	110.9
Depreciation expense	99 – 104	(99.2)
Operating profit	12 – 14	11.7
Net finance costs on lease liabilities	(26) – (28)	(25.7)
Profit before tax	(12) – (14)	(14.0)

As a result of adopting IFRS 16, rental costs which were previously recognised in operating profit have been replaced by right-of-use asset depreciation and net finance costs on the finance lease liability. As the asset is depreciated on a straight line basis over the lease term and the interest is accrued using the effective interest rate method, while EBITDA has improved, profit is reduced in the earlier years as a result of applying IFRS 16.

Although IFRS 16 has no impact on the Group's total cash flow, outflows from financing activities increase while cash outflows from operating activities decrease, as recognition of rental costs, previously recognised solely as cash outflows from operations are now apportioned between finance charges and reduction of the lease obligation.

Due to the Group transformation plan, which includes a rationalisation of Capita's properties, the Group's lease portfolio is expected to change over the next few years. Any changes to the lease portfolio will be accounted for when transacted as required under IFRS 16 and our Group policy. Costs and impairments on the right-of-use assets arising from the property programme will be excluded from adjusted profit in line with the current Group policy.

164 Capita plc Annual Report 2019

Section 7: Company financial statements

This section presents the company only financial statements for Capita plc (the Company). In this section, you will find the following:

7.1 Company balance sheet

7.2 Company statement of changes in equity

7.3 Notes to the Company financial statements

7.1 Company balance sheet

	Notes	2019 £m	20182 £m
Non-current assets
Intangible assets	7.3.2	91.9	63.2
Tangible assets2	7.3.3	39.0	26.9
Investments	7.3.4	568.9	507.9
Financial assets	7.3.5	67.0	100.3
Deferred taxation	7.3.6	6.8	6.0
Prepayments and accrued income		2.2	2.8
		775.8	707.1
Current assets
Financial assets	7.3.5	21.5	18.3
Amounts owed by subsidiary undertakings1		2,598.8	969.5
Trade and other receivables	7.3.7	10.0	5.9
Prepayment and accrued income2		8.5	7.8
Taxation recoverable		63.6	30.6
Cash		2.6	509.9
		2,705.0	1,542.0
Total assets		3,480.8	2,249.1
Current liabilities
Amounts owed to subsidiary undertakings1		1,588.9	17.6
Trade and other payables	7.3.8	20.7	19.1
Accruals and deferred income		26.8	38.1
Overdrafts		24.3	107.8
Financial liabilities2	7.3.5	1.7	2.6
Provisions	7.3.9	15.2	28.4
		1,677.6	213.6
Non-current liabilities
Borrowings	7.3.10	202.9	226.5
Financial liabilities2	7.3.5	5.3	3.4
		208.2	229.9
Total liabilities		1,885.8	443.5
Net assets		1,595.0	1,805.6
Capital and reserves
Issued share capital	7.3.11	34.5	34.5
Employee benefit trust and treasury shares	7.3.11	(11.2)	(11.2)
Share premium	7.3.11	1,143.3	1,143.3
Capital redemption reserve		1.8	1.8
Merger reserve		44.6	44.6
Cash flow hedging reserve		—	0.8
Retained earnings		382.0	591.8
Total equity		1,595.0	1,805.6

During 2019 the Group undertook a restructuring of its intercompany loans. In the majority of cases, the Company has become principal lender or borrower in loans previously between subsidiary undertakings.
The Company has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 7.3.1 for further details.

The Company's loss after taxation was £211.9m (2018: £120.1m loss).

The accompanying notes form part of the financial statements.

The accounts were approved by the Board of Directors on 4 March 2020 and signed on its behalf by:

Jon Lewis Patrick Butcher

Chief Executive Officer Chief Financial Officer Company registered number: 02081330

7.2 Company statement of changes in equity

Company financial statements

For the year ended 31 December 2019

165 Capita plc Annual Report 2019

164 Capita plc Annual Report 2019

As at 31 December 2019

7.1 Company balance sheet

7.1 Company balance sheet

7.2 Company statement of changes in equity 7.3 Notes to the Company financial statements

the following:

Non-current assets

Current assets

Current liabilities

Non-current liabilities

Capital and reserves

subsidiary undertakings.

Company financial statements

Section 7: Company financial statements

This section presents the company only financial statements for Capita plc (the Company). In this section, you will find

Intangible assets 7.3.2 91.9 63.2 Tangible assets2 7.3.3 39.0 26.9 Investments 7.3.4 568.9 507.9 Financial assets 7.3.5 67.0 100.3 Deferred taxation 7.3.6 6.8 6.0 Prepayments and accrued income 2.2 2.8

Financial assets 7.3.5 21.5 18.3 Amounts owed by subsidiary undertakings1 2,598.8 969.5 Trade and other receivables 7.3.7 10.0 5.9 Prepayment and accrued income2 8.5 7.8 Taxation recoverable 63.6 30.6 Cash 2.6 509.9

Total assets 3,480.8 2,249.1

Amounts owed to subsidiary undertakings1 1,588.9 17.6 Trade and other payables 7.3.8 20.7 19.1 Accruals and deferred income 26.8 38.1 Overdrafts 24.3 107.8 Financial liabilities2 7.3.5 1.7 2.6 Provisions 7.3.9 15.2 28.4

Borrowings 7.3.10 202.9 226.5 Financial liabilities2 7.3.5 5.3 3.4

Total liabilities 1,885.8 443.5 Net assets 1,595.0 1,805.6

Issued share capital 7.3.11 34.5 34.5 Employee benefit trust and treasury shares 7.3.11 (11.2) (11.2) Share premium 7.3.11 1,143.3 1,143.3 Capital redemption reserve 1.8 1.8 Merger reserve 44.6 44.6 Cash flow hedging reserve — 0.8 Retained earnings 382.0 591.8 Total equity 1,595.0 1,805.6 1. During 2019 the Group undertook a restructuring of its intercompany loans. In the majority of cases, the Company has become principal lender or borrower in loans previously between

The Company has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative

Chief Executive Officer Chief Financial Officer Company registered number: 02081330

effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 7.3.1 for further details.

The accounts were approved by the Board of Directors on 4 March 2020 and signed on its behalf by:

The Company's loss after taxation was £211.9m (2018: £120.1m loss). The accompanying notes form part of the financial statements.

Jon Lewis Patrick Butcher

Notes ²⁰¹⁹

£m

775.8 707.1

2,705.0 1,542.0

1,677.6 213.6

208.2 229.9

20182 £m

	Share capital £m	Employee benefit trust and treasury shares £m	Share premium £m	Capital redemption reserve £m	Merger reserve £m	Cash flow hedging reserve £m	Retained earnings £m	Total £m
At 1 January 2018	13.8	(0.2)	501.3	1.8	44.6	—	708.5	1,269.8
Loss for the year	—	—	—	—	—	—	(120.1)	(120.1)
Other comprehensive income	—	—	—	—	—	0.8	—	0.8
Total comprehensive expense for the year	—	—	—	—	—	0.8	(120.1)	(119.3)
Share based payment	—	—	—	—	—	—	3.4	3.4
Shares issued/(purchased)	20.7	(11.0)	642.0	—	—	—	—	651.7
At 1 January 2019	34.5	(11.2)	1,143.3	1.8	44.6	0.8	591.8	1,805.6
Loss for the year	—	—	—	—	—	—	(211.9)	(211.9)
Other comprehensive income	—	—	—	—	—	(0.8)	—	(0.8)
Total comprehensive expense for the year	—	—	—	—	—	(0.8)	(211.9)	(212.7)
Share based payment	—	—	—	—	—	—	2.8	2.8
Shares purchased	—	—	—	—	—	—	(0.7)	(0.7)
At 31 December 2019	34.5	(11.2)	1,143.3	1.8	44.6	—	382.0	1,595.0

Capita is currently undergoing a multi-year transformation plan and therefore did not declare a dividend in 2019 or 2018.

The accompanying notes are an integral part of the financial statements.

7.3 Notes to the Company financial statements

7.3.1 Accounting policies

Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 – Reduced Disclosure Framework (FRS 101) as issued by the Financial Reporting Council. The Company has not presented its own profit and loss account as permitted by Section 408 of the Companies Act 2006.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share based payments, financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of a cash-flow statement, standards not yet effective, impairment of assets and related party transactions.

The financial statements have been prepared on the historical cost basis and on the going concern basis, except for the revaluation of certain financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for the goods and services. The principal accounting policies adopted are the same as those set out in Sections 1 to 6 of the consolidated financial statements, except as noted below.

(a) Investments

Fixed asset investments are shown at cost, less provisions for impairment. The carrying values of fixed asset investments are reviewed for impairment if events or changes in circumstances indicate the carrying values may not be recoverable.

(b) Pension schemes

The Company participates in a number of defined contribution schemes and contributions are charged to the profit and loss account in the year in which they are due. These schemes are funded and the payment of contributions is made to separately administered trust funds. The assets of these schemes are held separately from the Company. The Company remits monthly pension contributions to Capita Business Services Limited, a subsidiary undertaking, which pays the Group liability centrally. Any unpaid contributions at the year-end have been accrued in the accounts of that company.

The Company also has employees who are members of a defined benefit scheme operated by the Group – the Capita Pension & Life Assurance Scheme (the 'Capita DB Scheme').

As there is no contractual arrangement or stated Group policy for charging the net defined benefit cost of the Capita DB Scheme is recognised fully by the principal employer which is Capita Business Services Limited, a subsidiary undertaking. The Company then recognises a cost equal to its contribution payable for the period. The contributions payable by the participating entities are determined on the following basis:

The Capita DB Scheme provides benefits on a defined benefit basis funded from assets held in a separate trustee-administered fund.

The Capita DB Scheme is a non-segregated scheme but there are around 200 different sections in the Scheme where each section provides benefits on a particular basis (some based on final salary, some based on career average earnings) to particular groups of employees.
At each funding assessment of the Capita DB Scheme (carried out triennially), the contribution rates for those sections containing active members are calculated. These are then rationalised such that sections with similar employer contribution rates (when expressed as a percentage of pensionable pay) are grouped together and an average employer contribution rate for each of the rationalised groups calculated.
The Company's contribution is consequently calculated by applying the appropriate average employer contribution rates to the pensionable pay of its employees participating in the Capita DB Scheme.

A full actuarial valuation of the Capita DB Scheme is carried out every three years by an independent actuary for the Trustee, with the last full valuation carried out at 31 March 2017. The purpose of that valuation is to design a funding plan to ensure that the pension scheme has sufficient assets available to meet future benefit payments, based on assumptions agreed between the Trustee and the Group. The 31 March 2017 valuation showed a funding deficit of £185.0m (31 March 2014: £1.4m). This equates to a funding level of 86.1% (31 March 2014: 99.8%). The principal employer has agreed to make additional contributions to the Capita DB Scheme totalling £176m over the period from November 2018 to the end of 2021 to address the deficit. The next full valuation is expected to be at 31 March 2020. Note 5.2 of the Annual Report sets out more detail.

(c) Share-based payments

Subsidiary undertakings of the Company reimburse the Company through the intercompany account for charges attributable to their employees participating in the Company's share schemes.

(d) IFRIC 23

There is no material impact on the Company from the Group's adoption of IFRIC 23.

7.3.1 Accounting policies continued

Adoption of IFRS 16

Section 7: Company financial statements continued

a cash-flow statement, standards not yet effective, impairment of assets and related party transactions.

impairment if events or changes in circumstances indicate the carrying values may not be recoverable.

Fixed asset investments are shown at cost, less provisions for impairment. The carrying values of fixed asset investments are reviewed for

The Company also has employees who are members of a defined benefit scheme operated by the Group – the Capita Pension & Life Assurance

• The Capita DB Scheme is a non-segregated scheme but there are around 200 different sections in the Scheme where each section provides benefits on a particular basis (some based on final salary, some based on career average earnings) to particular groups of employees. • At each funding assessment of the Capita DB Scheme (carried out triennially), the contribution rates for those sections containing active members are calculated. These are then rationalised such that sections with similar employer contribution rates (when expressed as a percentage of pensionable pay) are grouped together and an average employer contribution rate for each of the rationalised groups calculated. • The Company's contribution is consequently calculated by applying the appropriate average employer contribution rates to the pensionable pay

Subsidiary undertakings of the Company reimburse the Company through the intercompany account for charges attributable to their employees

to its contribution payable for the period. The contributions payable by the participating entities are determined on the following basis: The Capita DB Scheme provides benefits on a defined benefit basis funded from assets held in a separate trustee-administered fund.

7.3 Notes to the Company financial statements

7.3.1 Accounting policies

Basis of preparation

Companies Act 2006.

below.

(a) Investments

that company.

detail.

(d) IFRIC 23

(c) Share-based payments

participating in the Company's share schemes.

(b) Pension schemes

Scheme (the 'Capita DB Scheme').

of its employees participating in the Capita DB Scheme.

There is no material impact on the Company from the Group's adoption of IFRIC 23.

The Company has applied IFRS 16 using the modified retrospective approach, with the cumulative effect of applying the standard recognised in retained earnings on 1 January 2019. The impact on the opening balance sheet is shown below:

		Note	At 31 December 2018 £m	IFRS 16 impact £m	At adoption 1 January 2019 £m
Non-current assets	Tangible assets	a	26.9	0.4	27.3
Current liabilities	Financial liabilities	b	2.6	0.1	2.7
Non-current liabilities	Financial liabilities	b	3.4	0.3	3.7

a Right-of-use assets: Tangible assets have been impacted due to recognition of equipment right-of-use assets on 1 January 2019. The right-ofuse assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the adoption date (reclassified on the opening balance sheet).

b Lease liabilities: Financial liabilities have been impacted due to the recognition of lease liabilities. This liability is initially measured at the present value of the lease payments that are not paid at the adoption date, discounted using the Group's incremental borrowing rate. The lease liabilities have been classified between current and non-current.

7.3.2 Intangible assets

	Capitalised software development £m	Other intangibles £m	Total £m
Cost
At 1 January 2019	37.2	29.9	67.1
Additions	45.1	—	45.1
Retirement	(0.1)	(0.6)	(0.7)
At 31 December 2019	82.2	29.3	111.5
Amortisation
At 1 January 2019	0.3	3.6	3.9
Charge for year	1.3	2.8	4.1
Impairment	12.3	—	12.3
Retirement	(0.1)	(0.6)	(0.7)
At 31 December 2019	13.8	5.8	19.6
Net book value:
At 1 January 2019	36.9	26.3	63.2
At 31 December 2019	68.4	23.5	91.9

Other intangibles relates to software purchased from third parties. Refer to note 3.3 to the Group's consolidated financial statements for further detail on the impairment in 2019.

7.3.3 Tangible assets

	Plant and machinery	Short-term leasehold improvements £m	Equipment right-of-use assets1 £m	Total £m
Cost
At 1 January 2019	25.2	12.3	—	37.5
Adoption of IFRS 16	—	—	0.4	0.4
Additions	8.8	8.8	—	17.6
Asset retirements	(10.9)	(0.1)	—	(11.0)
At 31 December 2019	23.1	21.0	0.4	44.5
Depreciation
At 1 January 2019	9.9	0.7	—	10.6
Charge for year	4.9	0.9	0.1	5.9
Asset retirements	(10.9)	(0.1)	—	(11.0)
At 31 December 2019	3.9	1.5	0.1	5.5
Net book value:
At 1 January 2019	15.3	11.6	—	26.9
At 31 December 2019	19.2	19.5	0.3	39.0

The Company has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 7.3.1 for further details.

168 Capita plc Annual Report 2018

Section 7: Company financial statements continued 7.3.4 Investment

	Shares in subsidiary undertakings £m
Cost
At 1 January 2019	507.9
Additions1	61.0
At 31 December 2019	568.9

1 . During the year ended 31 December 2019, Capita plc invested £61.0m in Capita Employee Benefits Limited.

		Proportion of nominal value
Direct investments	Registered office	of issued shares held by the Company
Capita Employee Benefits Limited2	30 Berners Street, London, England, W1T 3LR	100%
Capita Legal Services Limited2	30 Berners Street, London, England, W1T 3LR	100%
Capita Financial Services Holdings Limited1	30 Berners Street, London, England, W1T 3LR	100%
Capita Group Insurance PCC Limited2	Dorey Court, Admiral Park, St. Peter Port, Guernsey, GY1 4AT, Guernsey	100%
Capita Gwent Consultancy Limited2	St David'S House Pascal Close, St. Mellons, Cardiff, CF3 0LW	51%
Capita Holdings Limited1	30 Berners Street, London, England, W1T 3LR	100%
Capita International Limited2	30 Berners Street, London, England, W1T 3LR	100%
Capita Life & Pensions Regulated Services Limited2	30 Berners Street, London, England, W1T 3LR	100%
SIMS Holdings Limited2 (in liquidation)	30 Berners Street, London, England, W1T 3LR	100%
Capita International Retirement Benefit Scheme Trustees Limited2	30 Berners Street, London, England, W1T 3LR	100%
Capita Ireland Limited2	2 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland	100%
Capita Life & Pensions Services Limited2	30 Berners Street, London, England, W1T 3LR	100%

Investing holding company.

2 . Outsourcing services company.

Certain subsidiaries of the Group have opted to take advantage of a statutory exemption from having an audit in respect of their individual statutory accounts. Strict criteria must be met for this exemption to be taken and has been agreed to by the Directors of those subsidiary entities. Listed in note 7.3.16 to the Company financial statements are subsidiaries controlled and consolidated by the Group, where the Directors have taken advantage of the exemption from having an audit of the entities' individual financial statements for the year ended 31 December 2019 in accordance with Section 479A of The Companies Act 2006.

In order to facilitate the adoption of this exemption, Capita plc, the parent company of the subsidiaries concerned, undertakes to provide a guarantee under Section 479C of the Companies Act 2006 in respect of those subsidiaries.

Details of all indirect subsidiaries, as required under Section 409 of the Companies Act 2006, are reported in note 7.3.16 to the Company financial statements.

7.3.5 Financial instruments

Shares in subsidiary undertakings £m

Proportion of nominal

of issued shares held by the Company

value

168 Capita plc Annual Report 2018

Capita Life & Pensions Regulated Services

accordance with Section 479A of The Companies Act 2006.

guarantee under Section 479C of the Companies Act 2006 in respect of those subsidiaries.

Capita International Retirement Benefit

SIMS Holdings Limited2

Investing holding company. 2 . Outsourcing services company.

statements.

7.3.4 Investment

Cost

Notes to the Company financial statements continued

Section 7: Company financial statements continued

1 . During the year ended 31 December 2019, Capita plc invested £61.0m in Capita Employee Benefits Limited.

At 1 January 2019 507.9 Additions1 61.0 At 31 December 2019 568.9

Capita Employee Benefits Limited2 30 Berners Street, London, England, W1T 3LR 100% Capita Legal Services Limited2 30 Berners Street, London, England, W1T 3LR 100% Capita Financial Services Holdings Limited1 30 Berners Street, London, England, W1T 3LR 100% Capita Group Insurance PCC Limited2 Dorey Court, Admiral Park, St. Peter Port, Guernsey, GY1 4AT, Guernsey 100% Capita Gwent Consultancy Limited2 St David'S House Pascal Close, St. Mellons, Cardiff, CF3 0LW 51% Capita Holdings Limited1 30 Berners Street, London, England, W1T 3LR 100% Capita International Limited2 30 Berners Street, London, England, W1T 3LR 100%

Limited2 30 Berners Street, London, England, W1T 3LR 100%

Scheme Trustees Limited2 30 Berners Street, London, England, W1T 3LR 100% Capita Ireland Limited2 2 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland 100% Capita Life & Pensions Services Limited2 30 Berners Street, London, England, W1T 3LR 100%

In order to facilitate the adoption of this exemption, Capita plc, the parent company of the subsidiaries concerned, undertakes to provide a

Details of all indirect subsidiaries, as required under Section 409 of the Companies Act 2006, are reported in note 7.3.16 to the Company financial

(in liquidation) 30 Berners Street, London, England, W1T 3LR 100%

Direct investments Registered office

	Financial assets 2019 £m	Financial liabilities 2019 £m	Financial assets 2018 £m	Financial liabilities 2018 £m
Cash flow hedges	—	—	8.3	1.2
Non-designated foreign exchange forwards and swaps	6.6	3.1	3.9	1.4
Other debt securities held	—	—	1.3	—
Lease liabilities1	—	0.3	—	—
Interest rate swaps	1.0	3.6	2.0	—
Cross-currency interest rate swaps	80.9	—	103.1	3.4
	88.5	7.0	118.6	6.0
Analysed as:
Current	21.5	1.7	18.3	2.6
Non-current	67.0	5.3	100.3	3.4
	88.5	7.0	118.6	6.0

The Company has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 is recognised in retained earnings at the date of initial application. Refer to note 7.3.1 for further details.

7.3.6 Deferred taxation

	2019 £m	2018 £m
The deferred taxation included in the balance sheet is as follows:
Accelerated capital allowances	2.6	0.6
Losses	4.2	3.4
Provisions	—	2.0
	6.8	6.0

7.3.7 Trade and other receivables

	2019 £m	2018 £m
Trade receivables	0.2	1.3
Other debtors	1.0	0.9
Other taxes and social security	8.8	3.7
	10.0	5.9

7.3.8 Trade and other payables

	2019 £m	2018 £m
Trade creditors	18.4	15.6
Other creditors	2.3	2.6
Other taxes and social security	—	0.9
	20.7	19.1

7.3.9 Provisions

Provisions	2019 £m	2018 £m
At 1 January	28.4	130.4
Reclassified from amounts falling due after more than 1 year	—	0.6
Provisions provided for in the year	0.1	—
Provisions released in the year	(11.2)	(13.2)
Utilisation	(2.1)	(89.4)
At 31 December	15.2	28.4

The majority of the provisions relate to the claims and litigations provision (£7.1m) and business exit provision (£7.4m). Further detail on these provisions can be found in note 3.6 to the Group's consolidated financial statements.

170 Capita plc Annual Report 2019

Section 7: Company financial statements continued 7.3.10 Borrowings

	2019 £m	2018 £m
Private placement loan notes	202.9	226.5

Repayments fall due as follows:
In more than 2 years but not more than 5 years	152.6	172.9
In more than 5 years	50.3	53.6
Total borrowings	202.9	226.5

The Company issued guaranteed unsecured private placement loan notes as follows:

	Interest rate (%)	Denomination	EUR (m)	Maturity
Fixed rate bearer notes	2.13	EUR	166.1	10 November 2022
Fixed rate bearer notes	2.88	EUR	60.0	10 November 2027
Schuldschein loan	2.13	EUR	16.0	10 November 2022
Total of euro denominated private placement loan notes			242.1

7.3.11 Share capital

Disclosures about the share capital, share premium, employee benefit trust and treasury shares of the Company have been included in note 4.6 to the Group's consolidated financial statements.

7.3.12 Commitments and contingent liabilities

(a) The Company has a committed Revolving Credit Facility of £414.0m which matures in August 2022 (extendable for a further year to August 2023 with the consent of the lenders by August 2021) of which £nil was drawn down at 31 December 2019 (2018: £nil). In February 2020 an additional bank joined the facility, increasing the aggregate facility amount to £452.0m.

(b) The Company has provided, through the normal course of its business, performance bonds and bank guarantees of £58.1m (2018: £84.0m).

7.3.13 Related-party transactions

In the following, figures for purchases and sales are for transactions invoiced during the year inclusive of Value Added Tax where applicable. All transactions are undertaken at normal market prices.

During the year, the Company sold goods/services in the normal course of business to Urban Vision Partnership Limited for £0.1m (2018: £0.1m). The Company purchased goods/services in the normal course of business for £nil (2018: £nil). At the balance sheet date, the net amount receivable from Urban Vision Partnership Limited was £nil (2018: £nil).

During the year, the Company sold goods/services in the normal course of business to Entrust Support Services Limited for £0.3m (2018: £0.6m). The Company purchased goods/services in the normal course of business for £nil (2018: £nil). At the balance sheet date, the net amount receivable from Entrust Support Services Limited was £nil (2018: £nil).

During the year, the Company sold goods/services in the normal course of business to AXELOS Limited for £0.3m (2018: £0.1m). The Company purchased goods/services in the normal course of business for £0.3m (2018: £nil). At the balance sheet date, the net amount receivable from AXELOS Limited was £0.1m (2018: £nil).

During the year, the Company sold goods/services in the normal course of business to Capita Glamorgan Consultancy Limited for £0.1m (2018: £0.1m). The Company purchased goods/services in the normal course of business for £nil (2018: £nil). At the balance sheet date, the net amount receivable from Capita Glamorgan Consultancy Limited was £nil (2018: £nil).

During the year, the Company sold goods/services in the normal course of business to Fera Science Limited for £0.3m (2018: £0.3m). The Company purchased goods/services in the normal course of business for £nil (2018: £0.1m). At the balance sheet date, the net amount receivable from Fera Science Limited was £nil (2018: £nil).

7.3.14 Pension costs

The Company operates a defined contribution scheme. The pension charge for the defined contribution scheme for the year was £1.4m (2018: £2.4m).

7.3.15 Share-based payments

The Company operates several share-based payment plans and details of the schemes are disclosed in note 5.1 of the Group's consolidated financial statements.

The Group recognised an expense for share-based payments in respect of employee services received during the year to 31 December 2019 of £3.0m (2018: £3.4m), all of which arises from equity-settled share-based payment transactions. The total Company expense, after recharging subsidiary undertakings, charged to the profit and loss account in respect of share-based payments was £2.1m (2018: £1.3m).

Strategic report Corporate governance Financial statements 171

Section 7: Company financial statements continued

7.3.16 Related undertakings

2019 £m

(m) Maturity

2018 £m

170 Capita plc Annual Report 2019

7.3.10 Borrowings

Repayments fall due as follows:

7.3.11 Share capital

to the Group's consolidated financial statements.

7.3.13 Related-party transactions

AXELOS Limited was £0.1m (2018: £nil).

7.3.15 Share-based payments

7.3.14 Pension costs

financial statements.

£2.4m).

transactions are undertaken at normal market prices.

receivable from Urban Vision Partnership Limited was £nil (2018: £nil).

receivable from Entrust Support Services Limited was £nil (2018: £nil).

receivable from Capita Glamorgan Consultancy Limited was £nil (2018: £nil).

receivable from Fera Science Limited was £nil (2018: £nil).

7.3.12 Commitments and contingent liabilities

Section 7: Company financial statements continued

Total of euro denominated private placement loan notes 242.1

The Company issued guaranteed unsecured private placement loan notes as follows:

additional bank joined the facility, increasing the aggregate facility amount to £452.0m.

Private placement loan notes 202.9 226.5

In more than 2 years but not more than 5 years 152.6 172.9 In more than 5 years 50.3 53.6 Total borrowings 202.9 226.5

Fixed rate bearer notes 2.13 EUR 166.1 10 November 2022 Fixed rate bearer notes 2.88 EUR 60.0 10 November 2027 Schuldschein loan 2.13 EUR 16.0 10 November 2022

Disclosures about the share capital, share premium, employee benefit trust and treasury shares of the Company have been included in note 4.6

facility has an initial maturity in February 2021, and is extendable at the option of the Group to a final maturity in August 2022.

In addition to the Revolving Credit Facility, in February 2020 the Group agreed a backstop liquidity facility of £150.0m. The backstop liquidity

(b) The Company has provided, through the normal course of its business, performance bonds and bank guarantees of £58.1m (2018: £84.0m).

In the following, figures for purchases and sales are for transactions invoiced during the year inclusive of Value Added Tax where applicable. All

The Company operates a defined contribution scheme. The pension charge for the defined contribution scheme for the year was £1.4m (2018:

The Company operates several share-based payment plans and details of the schemes are disclosed in note 5.1 of the Group's consolidated

subsidiary undertakings, charged to the profit and loss account in respect of share-based payments was £2.1m (2018: £1.3m).

Interest rate

(%) Denomination EUR

The stated address relates to the place of incorporation of the entity, which is the same as its tax residence in all cases other than Capita Group Insurance PCC Limited which is incorporated in Guernsey, but which is tax resident in the UK.

Unless otherwise stated, all shareholdings are owned indirectly by the Company and represent 100% of the issued share capital of the subsidiary.

Company name	Share class	Company name	Share class
3C DIALOG Saalfeld GmbH 33	€25,000.00 Ordinary	Capita (South Africa) (Pty) Limited 15	ZAR1.00 Ordinary
Acutest Limited 6	£1.00 Ordinary	Capita (USA) Holdings Inc. 14	US\$1.00 Ordinary
Adato GmbH 32	€22,500.00 Ordinary	Capita Aurora Limited 6	£1.00 Ordinary
Akinika Debt Recovery Limited 8	£1.00 Ordinary	Capita Birmingham Limited 12	£1.00 Ordinary
Akinika Limited 8	£1.00 Ordinary	Capita Building Standards Limited 6	£1.00 Ordinary
Akinika UK Limited 8	£1.00 Ordinary	Capita Business Services Ltd 6	£1.00 Ordinary
Amity Communications Limited (in liquidation) 1	£1.00 Ordinary	Capita Business Support Services Ireland Limited 4	€1.00 Ordinary
AMT Group Limited 4	€1.00 Ordinary	Capita Commercial Insurance Services Limited 6	£1.00 Ordinary
AMT-Sybex (Engineering) Limited (in liquidation) 1	£1.00 Ordinary	Capita Consulting Limited (in liquidation) 1	£1.00 Ordinary
AMT-Sybex (I) Limited 4	€1.00 Ordinary	Capita Corporate Director Limited 6	£1.00 Ordinary
AMT-Sybex (Managed Services) Limited 4	€1.00 Ordinary	Capita CTI (USA) LLC 14	US\$1.00 Ordinary
AMT-Sybex (Ni) Limited (in liquidation) 20	£1.00 Ordinary	Capita Customer Management Limited 6	£1.00 Ordinary
AMT-Sybex (Research) Limited 4	€1.00 Ordinary	Capita Customer Services (Germany) GmbH 34	€1.00 Ordinary
AMT-Sybex (Software) Limited 4	€1.00 Ordinary	Capita Customer Services AG 35	CHF1.00 Ordinary
AMT-Sybex Group Limited 4	€0.0012 Ordinary	Capita Customer Solutions (UK) Limited 6	£1.00 Ordinary
AMT-Sybex Holdings Limited (in liquidation) 20	£1.00 Ordinary	Capita Customer Solutions Limited 52	€1.00 Ordinary
AMT-Sybex Limited 6	£1.00 Ordinary	Capita Cyprus Holdings Limited 49	£1.00 Ordinary
Artificial Labs Ltd 221•	£0.00 Preferred A	Capita Cyprus Limited 49	€1.00 Euro
Aspire Business Solutions Ltd (in liquidation) 1	£1.00 Ordinary	Capita Dubai Limited 6	£1.00 Ordinary
Atlas Master Trust Trustee Limited 6	£1.00 Ordinary	Capita Employee Benefits (Consulting) Limited 6	£1.00 Ordinary
Axelos Limited 6	£0.01 Ordinary B	Capita Employee Benefits Holdings Limited 6	£1.00 Ordinary
Barrachd Intelligence Solutions Limited (in liquidation) 19	£1.00 Ordinary	Capita Employee Benefits Limited 6 *	£1.00 Ordinary
Barrachd Limited 3	£1.00 Ordinary	Capita Employee Benefits Services Limited (in	£1.00 Ordinary
BCS Design Ltd 6	£1.00 Ordinary	liquidation) 1
Beovax Computer Services Limited 6	£1.00 Ordinary	Capita Energie Services GmbH 41	€1.00 Ordinary
Booking Services International Limited 6	£1.00 Ordinary	Capita Financial Services Holdings Limited 6 *	£1.00 Ordinary
Brentside Communications Limited 6	£1.00 Ordinary	Capita Gas Registration and Ancillary Services Limited 6	£1.00 Ordinary
Brightwave Enterprises Limited 6	£1.00 Ordinary	Capita Glamorgan Consultancy Limited 6	£0.01 Ordinary B
Brightwave Holdings Limited 6	£1.00 Ordinary	Capita GMPS Trustees Limited 6	£1.00 Ordinary
Brightwave Limited 6	£1.00 Ordinary	Capita Grosvenor Limited 6	£1.00 Ordinary
BSI Group Limited 6	£1.00 Ordinary	Capita Group Insurance PCC Limited 28 *	£1.00 CG1
BSI Holdings Limited (in liquidation) 1	£1.00 Ordinary	Capita Group Limited 6	£1.00 Ordinary
Call Centre Technology Limited 6	£1.00 Ordinary	Capita Group Secretary Limited 6	£1.00 Ordinary
Call Vision Technologies Ltd 6	£1.00 Ordinary	Capita Gwent Consultancy Limited 45 *	£0.01 Ordinary A
Capita (3522258) Limited (in liquidation) 1	£1.00 Ordinary	Capita Hartshead Benefit Consultants Limited (in liquidation) 1	£1.00 Ordinary
Capita (6588350) Limited 6	£1.00 Ordinary	Capita HCH Limited 6	£1.00 Ordinary
Capita (Banstead 2011) Limited (in liquidation) 1	£1.00 Ordinary	Capita Health and Wellbeing Limited 6	£1.00 Ordinary
Capita (D1) Limited 6	£1.00 Ordinary	Capita Health Holdings Limited 6	£1.00 Ordinary
Capita (Dubai FZ) Limited 37	US\$1,000.00 Ordinary	Capita HELM Corporation Limited (in liquidation) 20	£1.00 Ordinary
Capita (Isle of Man) Limited (in liquidation) 9 CAPITA (Luxembourg) s.a r.l 16	£1.00 Ordinary £1.00 Ordinary	Capita Holdings Limited 6 * Capita IB Solutions (Ireland) Limited 4	£1.00 Ordinary €1.00 Ordinary
Capita (Polska) Spóka z ograniczon odpowiedzialno ci 23	PLZ50.00 Ordinary	Capita IB Solutions (UK) Limited 6 Capita India Private Limited 43	£1.00 Ordinary INR10.00 Ordinary

172 Capita plc Annual Report 2018

Section 7: Company financial statements continued

7.3.16 Related undertakings continued

Company name	Share class	Company name	Share class
Capita Insurance Services Group Limited 6	£0.10 Ordinary A (Cancelled)	Capita Symonds India Private Limited 43	INR10.00 Ordinary
Capita Insurance Services Holdings Limited 6	£1.00 Ordinary	Capita Translation and Interpreting Limited 6	£1.00 Ordinary
Capita Insurance Services Limited 6	£1.00 Ordinary	Capita Translation and Interpreting LLC 27	US\$1.00 Ordinary
Capita Intelligent Building Infrastructure Services Limited (in strike off) 6	£1.00 Ordinary	Capita Travel & Events Holdings Limited 6	£1.00 Ordinary
Capita International Limited 6 *	£1.00 Ordinary	Capita Travel and Events Limited 6	£1.00 Ordinary
Capita International Retirement Benefit Scheme Trustees Limited 6 *	£1.00 Ordinary	Capita West GmbH 37	€25,000.00 Ordinary
Capita Ireland Limited 4 *	€1.00 Ordinary	Capita Workplace Technology Limited 6	£1.00 Ordinary
Capita IT and Consulting India Private Limited (in liquidation) 46	INR10.00 Ordinary	Cardiff Research Consortium Limited (in liquidation) 1	£1.00 Ordinary
Capita IT Services (BSF) Holdings Limited 6	£1.00 Ordinary	CAS Services US Inc 26	US\$1.00 Ordinary
Capita IT Services (BSF) Limited 6	£1.00 Ordinary	CCSD Services Limited 6	£1.00 Ordinary
Capita IT Services Holdings Limited 6	£1.00 Ordinary	CHKS Limited 6	£1.00 Ordinary
Capita IT Services Limited 42	£1.00 Ordinary	Clinical Solutions Acquisition Limited 6	£1.00 Ordinary
Capita Justice & Secure Services Holdings Limited 6	£1.00 Ordinary	Clinical Solutions Finance Limited 6	£1.00 Ordinary
Capita Land Limited 6	£1.00 Ordinary	Clinical Solutions Holdings Limited 6	£1.00 Ordinary
Capita Legal Services Limited 6 *	£1.00 Ordinary	Clinical Solutions International Limited 6	£1.00 Ordinary
Capita Life & Pensions Regulated Services Limited 6 *	£1.00 Ordinary	Clinical Solutions IP Limited 6	£1.00 Ordinary
Capita Life & Pensions Services Limited 6 *	£1.00 Ordinary	CMGL Group Limited 6	£1.00 Ordinary
Capita Life and Pensions International Limited 6	£1.00 Ordinary	CMGL Holdings Limited 6	£1.00 Ordinary
Capita Life and Pensions Services (Ireland) Limited 39 *	€1.27 Ordinary	Cobalt Insurance Holdings Limited 17	£0.10 Ordinary A
Capita Life and Pensions Services (Isle of Man) Limited 25	£1.00 Ordinary	Cobex Corporate Member No. 1 Limited 40	£0.01 Ordinary
Capita Managed IT Solutions Limited 31	£1.00 Ordinary	Complete Imaging Limited 6	£1.00 Ordinary
Capita Managing Agency Limited 6	£1.00 Ordinary	Complete Imaging Trustee Company Limited (in liquidation) 6	£1.00 Ordinary
Capita Mclarens Limited 46	£1.00 Ordinary	Computerland UK Limited 6	£1.00 Ordinary
Capita Mortgage Administration Limited 6	£1.00 Ordinary	Contact Associates Limited 6	£1.00 Ordinary
Capita Mortgage Software Solutions Limited 6	£1.00 Ordinary	Cost Advocates Limited (in liquidation) 1	£1.00 Ordinary
Capita Norman + Dawbarn Limited 36	NGN1.00 Ordinary	CPLAS Trustees Limited 6	£1.00 Ordinary
Capita Offshore Services Private Limited (in liquidation) 43 *	INR10.00 Ordinary	Creating Careers Limited 6	£1.00 Ordinary
Capita Property and Infrastructure (Structures) Limited 6	£1.00 Ordinary	CS Clinical Solutions India Private Limited 43	INR10.00 Ordinary
Capita Property and Infrastructure Consultants LLC 2	AED1,000.00 Ordinary	Cymbio Limited 6	£1.00 Ordinary
Capita Property and Infrastructure Holdings Limited 6	£1.00 Ordinary	Daisy Updata Communications Limited 38	£1.00 Ordinary B
Capita Property and Infrastructure International Holdings Limited 6	£1.00 Ordinary	Data Equipment Limited (in liquidation) 1	£1.00 Ordinary
Capita Property and Infrastructure International Limited 6	£1.00 Ordinary	Data Mail Systems Limited (in liquidation) 1	£1.00 Ordinary
Capita Property and Infrastructure Limited 6	£1.00 Ordinary	Debt Solutions (Holdings) Limited 8	£1.00 Ordinary
Capita Property and Planning Limited (in liquidation) 1	£1.00 Ordinary	Design & Manage Europe Limited (in strike off) 6	£1.00 Ordinary
Capita rentable GmbH 34	€17,500.00 Ordinary	Dupree Holdings Limited 4	€1.00 Ordinary
Capita Resourcing Limited 6	£1.00 Ordinary	E.B. Consultants Limited 6	£1.00 Ordinary
Capita Retail Financial Services Limited 6	£1.00 Ordinary	Eclipse (Hardware) Limited 6	£1.00 Ordinary
Capita Scotland General Partner (Pension) Limited 42	£1.00 Ordinary	Electra-Net (UK) Limited 6	£1.00 Ordinary
Capita Secure Information Solutions Limited 6	£1.00 Ordinary	Electra-Net Group Limited 6	£1.00 Ordinary
Capita Secure Mobile Solutions Limited (in liquidation) 19	£1.00 Ordinary	Electra-Net Holdings Limited 6	£1.00 Ordinary
Capita Services (Isle of Man) Limited 25	£1.00 Ordinary	Emercom Ltd 6	£1.00 Ordinary
Capita SIMS (India) Private Limited 43	INR10.00 Ordinary	Entrust Education Services Limited (in liquidation) 1	£1.00 Ordinary
Capita Southampton Limited 6	£1.00 Ordinary	Entrust Support Services Limited 48	£1.00 Ordinary X
Capita Süd GmbH 34	€1.00 Ordinary	Equita Limited 10	£1.00 Ordinary
Capita Symonds (Asia) Limited 6	£1.00 Ordinary	Equitable Holdings Limited 6	£1.00 Ordinary

Strategic report Corporate governance Financial statements 173

Section 7: Company financial statements continued 7.3.16 Related undertakings continued

Company name	Share class	Company name	Share class
ESA Design Limited (in liquidation) 1	£1.00 Ordinary	NYS Holdings Limited (in liquidation) 1	£1.00 Ordinary
Eureka Assessoria Empresarial Ltda 18	BRL1.00 Ordinary	Octal Business Solutions Limited 6	£1.00 Ordinary
Euristix (Holdings) Limited 6	£1.00 Ordinary	Opin Systems Limited 42	£1.00 Ordinary
Euristix Limited 6	£1.00 Ordinary	Optilead Inc. 15	US\$0.001 Common Stock
Evolvi Rail Systems Limited 6	£1.00 Ordinary	Optilead Limited 6	£1.00 Ordinary
Expotel Hotel Reservations Limited 6	£1.00 Ordinary	Optima Legal Services Limited 30	£1.00 Ordinary
Fera Science Limited 6	£1.00 Ordinary B	Orange Bus Limited (in liquidation) 1	£1.00 Ordinary
Fire Service College Limited 6	£1.00 Ordinary	PageOne Communications Limited 6	£1.00 Ordinary
FirstAssist Services Limited 6	£1.00 Ordinary	Pardus Holdings Limited 22 ~	£1.00 Ordinary
Fish Financial Solutions Limited (in liquidation) 1	£1.00 Ordinary	Pay360 Limited 6	£1.00 Ordinary
FPS Group of Companies Limited (in liquidation) 1	£1.00 Ordinary	Pervasive Limited 6	£1.00 Ordinary
Full Circle Contact Centre Services (Proprietary) Limited 15	ZAR0.01 Ordinary	Pervasive Networks Limited 6	£1.00 Ordinary
G L Hearn Limited 6	£1.00 Ordinary	PIFC Consulting Limited (in liquidation) 1	£1.00 Ordinary
G L Hearn Management Limited 6	£1.00 Ordinary	Premier Medical Holdings Limited 11 <	£1.00 Ordinary A
G2G3 Digital Limited (in liquidation) 1	£1.00 Ordinary	Rathcush Limited 4	€1.00 Ordinary
Gissings Trustees Limited 6	£1.00 Ordinary	RE (Regional Enterprise) Limited 6	£1.00 Ordinary A
Grosvenor Career Services Limited 6	£1.00 Ordinary	Retain International (Holdings) Limited 6	£1.00 Ordinary
Hallco 1626 Limited (in liquidation) 1	£1.00 Ordinary	Retain International Limited 6	£1.00 Ordinary
Health Analytics Ltd 6	£1.00 Ordinary	Right Document Solutions Holdings Limited (in liquidation) 1	£1.00 Ordinary
IBS Opensystems (UK) Limited (in liquidation) 1	£1.00 Ordinary	Ross & Roberts Limited 51	£1.00 Ordinary
International Reservations Limited (in strike off) 6	£1.00 Ordinary	Sbj Benefit Consultants Limited 6	£1.00 Ordinary
International Travel Group Limited 6	£1.00 Ordinary	Sbj Professional Trustees Limited 6	£1.00 Ordinary
ITR International Translation Resources Limited (in liquidation) 6	£1.00 Ordinary	SDP Regeneration Services 2 Limited 6	£1.00 Ordinary
John Crilley Limited (in liquidation) 1	£1.00 Ordinary	Security Watchdog Limited 6	£1.00 Ordinary
Knowledgepool Group Limited 6	£1.00 Ordinary	Sigma Seven Limited 42	£1.00 Ordinary
Latemeetings.com Limited 6	£1.00 Ordinary	SIMS Holdings Limited (in liquidation) 1 *	£1.00 Ordinary
Leadcall Limited 6	£1.00 Ordinary	SIMS Limited 6	£1.00 Ordinary
Legal & Trade Collections Limited (in liquidation) 1	£1.00 Ordinary	Smart DCC Limited 6	£1.00 Ordinary
Liberty Communication Services Ltd. (in liquidation) 1	£1.00 Ordinary	Smartpoint Limited (in liquidation) 1	£1.00 Ordinary
Liberty Printers (Ar And Rf Reddin) Limited 6	£1.00 Ordinary	Solid State Solutions Limited (in liquidation) 1	£1.00 Ordinary
Lovejoy Partnership Limited (in liquidation) 1	£1.00 Ordinary	Sp Collect Ltd (in liquidation) 19	£1.00 Ordinary
Madagans Limited (in liquidation) 1	£1.00 Ordinary	STL Technologies Limited (in liquidation) 1	£1.00 Ordinary
Magnos (Holdings) Limited (in liquidation) 1	£1.00 Ordinary	Striesen Holdings Pty Ltd 8	£0.21 Ordinaryshares
Market Mortgage Limited 6	£0.001 Ordinary Capita Shares	Symonds Project Management Consultancy (Beijing) Ltd 44	US\$0.00 Ordinary
Marrakech (Ireland) Limited 4	€1.00 Ordinary	Symonds Travers Morgan (Hong Kong) Limited 7	HKD10.00 Ordinary
Marrakech (U.K.) Limited 6	£1.00 Ordinary	Synaptic Software Limited 6	£1.00 Ordinary
Marrakech Limited 4	€1.00 Ordinary	Synetrix (Holdings) Limited (in liquidation) 1	£1.00 Ordinary
Medicals Direct International Limited 6	£1.00 Ordinary	Synetrix Limited (in liquidation) 1	£1.00 Ordinary
Metacharge Limited 6	£1.00 Ordinary	Tascor E & D Services Limited 6	£1.00 Ordinary
Micro Librarian Systems Holdings Limited (in liquidation) 6	£1.00 Ordinary	Tascor Services Limited 6	£1.00 Ordinary
Micro Librarian Systems Limited 6	£1.00 Ordinary	TELAG AG 29	CHF1,000.00 Ordinary
Munnypot Limited 47 >	£0.01 Ordinary	Tempus Finance Limited 6	£1.00 Ordinary
NB Real Estate Group Limited (in liquidation) 1	£1.00 Ordinary	The Fisher Training Group Limited 6	£1.00 Ordinary
NB Real Estate Holdings Limited (in liquidation) 1	£1.00 Ordinary	The G2G3 Group Ltd. 42	£1.00 Ordinary
Network Technology Solutions (UK) Limited (in liquidation) 1	£1.00 Ordinary	The Royal Borough of Kensington and Chelsea Assured Homes Limited (in liquidation) 6	£1.00 Ordinary
NYS Corporate Ltd. 6	£1.00 Ordinary	The Write Research Company Limited 6	£1.00 Ordinary

		Stock














		£1.00 Ordinary
	liquidation) 1


£1.00 Ordinary	SDP Regeneration Services 2 Limited 6	£1.00 Ordinary










		Ordinaryshares
Capita Shares	Symonds Project Management Consultancy (Beijing) Ltd 44	US\$0.00 Ordinary






		Ordinary



£1.00 Ordinary	The Royal Borough of Kensington and Chelsea Assured Homes Limited (in liquidation) 6	£1.00 Ordinary

172 Capita plc Annual Report 2018

7.3.16 Related undertakings continued

Capita Intelligent Building Infrastructure Services Limited

Capita International Retirement Benefit Scheme Trustees

Capita Offshore Services Private Limited (in liquidation) 43

Capita Property and Infrastructure International Holdings

Capita Property and Infrastructure Consultants LLC 2 AED1,000.00

Capita IT and Consulting India Private Limited (in

(in strike off) 6

Limited 6 *

liquidation) 46

Limited 6

Capita Insurance Services Group Limited 6 £0.10 Ordinary A

Notes to the Company financial statements continued

Section 7: Company financial statements continued

(Cancelled)

Capita Managing Agency Limited 6 £1.00 Ordinary Complete Imaging Trustee Company Limited (in

Ordinary

Company name Share class Company name Share class

Capita Insurance Services Holdings Limited 6 £1.00 Ordinary Capita Translation and Interpreting Limited 6 £1.00 Ordinary Capita Insurance Services Limited 6 £1.00 Ordinary Capita Translation and Interpreting LLC 27 US\$1.00 Ordinary

Capita International Limited 6 * £1.00 Ordinary Capita Travel and Events Limited 6 £1.00 Ordinary

Capita Ireland Limited 4 * €1.00 Ordinary Capita Workplace Technology Limited 6 £1.00 Ordinary

Capita IT Services (BSF) Holdings Limited 6 £1.00 Ordinary CAS Services US Inc 26 US\$1.00 Ordinary Capita IT Services (BSF) Limited 6 £1.00 Ordinary CCSD Services Limited 6 £1.00 Ordinary Capita IT Services Holdings Limited 6 £1.00 Ordinary CHKS Limited 6 £1.00 Ordinary Capita IT Services Limited 42 £1.00 Ordinary Clinical Solutions Acquisition Limited 6 £1.00 Ordinary Capita Justice & Secure Services Holdings Limited 6 £1.00 Ordinary Clinical Solutions Finance Limited 6 £1.00 Ordinary Capita Land Limited 6 £1.00 Ordinary Clinical Solutions Holdings Limited 6 £1.00 Ordinary Capita Legal Services Limited 6 * £1.00 Ordinary Clinical Solutions International Limited 6 £1.00 Ordinary Capita Life & Pensions Regulated Services Limited 6 * £1.00 Ordinary Clinical Solutions IP Limited 6 £1.00 Ordinary Capita Life & Pensions Services Limited 6 * £1.00 Ordinary CMGL Group Limited 6 £1.00 Ordinary Capita Life and Pensions International Limited 6 £1.00 Ordinary CMGL Holdings Limited 6 £1.00 Ordinary Capita Life and Pensions Services (Ireland) Limited 39 * €1.27 Ordinary Cobalt Insurance Holdings Limited 17 £0.10 Ordinary A Capita Life and Pensions Services (Isle of Man) Limited 25 £1.00 Ordinary Cobex Corporate Member No. 1 Limited 40 £0.01 Ordinary Capita Managed IT Solutions Limited 31 £1.00 Ordinary Complete Imaging Limited 6 £1.00 Ordinary

liquidation) 6

Capita Mclarens Limited 46 £1.00 Ordinary Computerland UK Limited 6 £1.00 Ordinary Capita Mortgage Administration Limited 6 £1.00 Ordinary Contact Associates Limited 6 £1.00 Ordinary Capita Mortgage Software Solutions Limited 6 £1.00 Ordinary Cost Advocates Limited (in liquidation) 1 £1.00 Ordinary Capita Norman + Dawbarn Limited 36 NGN1.00 Ordinary CPLAS Trustees Limited 6 £1.00 Ordinary

* INR10.00 Ordinary Creating Careers Limited 6 £1.00 Ordinary Capita Property and Infrastructure (Structures) Limited 6 £1.00 Ordinary CS Clinical Solutions India Private Limited 43 INR10.00 Ordinary

Capita Property and Infrastructure Holdings Limited 6 £1.00 Ordinary Daisy Updata Communications Limited 38 £1.00 Ordinary B

Capita Property and Infrastructure International Limited 6 £1.00 Ordinary Data Mail Systems Limited (in liquidation) 1 £1.00 Ordinary Capita Property and Infrastructure Limited 6 £1.00 Ordinary Debt Solutions (Holdings) Limited 8 £1.00 Ordinary Capita Property and Planning Limited (in liquidation) 1 £1.00 Ordinary Design & Manage Europe Limited (in strike off) 6 £1.00 Ordinary Capita rentable GmbH 34 €17,500.00 Ordinary Dupree Holdings Limited 4 €1.00 Ordinary Capita Resourcing Limited 6 £1.00 Ordinary E.B. Consultants Limited 6 £1.00 Ordinary Capita Retail Financial Services Limited 6 £1.00 Ordinary Eclipse (Hardware) Limited 6 £1.00 Ordinary Capita Scotland General Partner (Pension) Limited 42 £1.00 Ordinary Electra-Net (UK) Limited 6 £1.00 Ordinary Capita Secure Information Solutions Limited 6 £1.00 Ordinary Electra-Net Group Limited 6 £1.00 Ordinary Capita Secure Mobile Solutions Limited (in liquidation) 19 £1.00 Ordinary Electra-Net Holdings Limited 6 £1.00 Ordinary Capita Services (Isle of Man) Limited 25 £1.00 Ordinary Emercom Ltd 6 £1.00 Ordinary Capita SIMS (India) Private Limited 43 INR10.00 Ordinary Entrust Education Services Limited (in liquidation) 1 £1.00 Ordinary Capita Southampton Limited 6 £1.00 Ordinary Entrust Support Services Limited 48 £1.00 Ordinary X Capita Süd GmbH 34 €1.00 Ordinary Equita Limited 10 £1.00 Ordinary Capita Symonds (Asia) Limited 6 £1.00 Ordinary Equitable Holdings Limited 6 £1.00 Ordinary

Capita Symonds India Private Limited 43 INR10.00 Ordinary

Cymbio Limited 6 £1.00 Ordinary

£1.00 Ordinary Data Equipment Limited (in liquidation) 1 £1.00 Ordinary

Ordinary

£1.00 Ordinary

£1.00 Ordinary Capita Travel & Events Holdings Limited 6 £1.00 Ordinary

£1.00 Ordinary Capita West GmbH 37 €25,000.00

INR10.00 Ordinary Cardiff Research Consortium Limited (in liquidation) 1 £1.00 Ordinary

174 Capita plc Annual Report 2018

Section 7: Company financial statements continued 7.3.16 Related undertakings continued

Company name	Share class	Company name	Share class
Thirty Three Group Limited 6	£1.00 Ordinary	Venues Event Management Limited 6	£1.00 Ordinary
ThirtyThree APAC Limited 13	HKD1.00 Ordinary	Vilanova Management Limited 4	€1.00 Ordinary
ThirtyThree USA Inc. 14	US\$1.00 Ordinary	Vision 2 Learn Limited (in liquidation) 1	£1.00 Ordinary
Trustmarque Solutions Limited 6	£1.00 Ordinary	Voice Marketing Limited 6	£1.00 Ordinary
Updata Infrastructure (UK) Limited 6	£1.00 Ordinary	Wabowden Limited 4	€1.00 Ordinary
Updata Infrastructure 2012 Limited 6	£1.00 Ordinary	Western Mortgage Services Limited 6	£1.00 Ordinary
Urban Vision Partnership Limited 24	£1.00 Ordinary B	Westpoint Limited (in liquidation) 1	£1.00 Ordinary
Ventura (India) Private Limited 50	INR10.00 Ordinary	Woolf Limited 6	£1.00 Ordinary
Ventura (UK) India Limited 6	£1.00 Ordinary

Footnotes

* Companies directly held by Capita plc.
~ Shareholding owned indirectly by the company and represent 11.32 % of the issued share capital of subsidiary.
Shareholding owned indirectly by the company and represent 16.16 % of the issued share capital of subsidiary.
< Shareholding owned indirectly by the company and represent 19.90% of the issued share capital of subsidiary.
Shareholding owned indirectly by the company and represent 22.72% of the issued share capital of subsidiary. Shareholding owned indirectly by the company and represent 24.60% of the issued share
capital of subsidiary. Shareholding owned indirectly by the company and represent 49% of the issued share
capital of subsidiary. Shareholding owned indirectly by the company and represent 49.9% of the issued share
capital of subsidiary. Shareholding owned indirectly by the company and represent 50% of the issued share
capital of subsidiary.
Shareholding owned indirectly by the company and represent 50.1% of the issued share capital of subsidiary.
Shareholding owned indirectly by the company and represent 51% of the issued share capital of subsidiary.
Shareholding owned indirectly by the company and represent 74.9% of the issued share capital of subsidiary.
Shareholding owned indirectly by the company and represent 75% of the issued share capital of subsidiary.
Shareholding owned indirectly by the company and represent 97.3% of the issued share capital of subsidiary.

Company name	Share class
Venues Event Management Limited 6	£1.00 Ordinary
Vilanova Management Limited 4	€1.00 Ordinary
Vision 2 Learn Limited (in liquidation) 1	£1.00 Ordinary
Voice Marketing Limited 6	£1.00 Ordinary
Wabowden Limited 4	€1.00 Ordinary
Western Mortgage Services Limited 6	£1.00 Ordinary
Westpoint Limited (in liquidation) 1	£1.00 Ordinary
Woolf Limited 6	£1.00 Ordinary

Registered office addresses

- 1. 1 More London Place, London, SE1 2AF, United Kingdom

-

-
-
1. 1004 Bin Hamoodah Building, Khalifa St., PO Box 113 740, Abu Dhabi, United Arab Emirates 3. 145, Morrison Street, Edinburgh, EH3 8AG 4. 2 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland 5. 24 Blythswood Square, Glasgow, G2 4BG, Scotland 6. 30, Berners Street, London, W1T 3LR, England 7. 31/F, 148 Electric Road, North Point, Hong Kong 8. 33/34 Winckley Square, Preston, Lancashire, PR1 3EL 9. 33-37 Athol Street, Douglas, IM1 1LB, Isle Of Man 10.42/44 Henry Street, Northampton, Northamptonshire, NN1 4BZ, United Kingdom 11. 4Th Floor, Park Gate 161-163, Preston Road, East Sussex, Brighton, BN1 6AF, United Kingdom 12.5th Floor, Fort Dunlop, Fort Parkway, Birmingham, B24 9FD, United Kingdom 13.803, Manning House, 38 Queen's Road Central, Hong Kong 14.850 New Burton Road, Suite 201, Dover, DE, 19904, United States 15.8th Floor, Union Castle Building, 55 St Georges Mall, Cape Town, 8001, South Africa 16.9, Allee Scheffer, L-2520, Luxembourg 17. 9, Bonhill Street, London, EC2A 4DJ, England & Wales 18.Alameda dos Guaramomis, no 930 , 1st Floor, Suite 01, Bairro, Moema, CEP 04076-011, Brazil 19.Atria One, 144 Morrison Street, Edinburgh, EH3 8EX 20.Bedford House, 16 Bedford Street, Belfast, BT2 7DT 21. Bourne House, 475 Goodstone Road, Whyteleafe, Surrey, CR3 0BL, England 22.C/O Pkf Littlejohn 2nd Floor, 1 Westferry Circus, Canary Wharf, London, E14 4HD, England 23.Centrum Biurowe Lubicz I,ul. Lubicz 23, Krakow, 31-503, Poland, Poland 24.Civic Centre, Chorley Road, Swinton, M27 5AS, United Kingdom 25.Clinch's House, Lord Street, Douglas, IM99 1RZ, Isle Of Man 26.Corporation Service Company 2711, Centerville Road, Suite 400, Wilmington, County of Newcastle, DE, 19808, United States 27. Corporation Trust Centre, 1209 Orange Street, Wilmington, New Castle, DE, 19801,
  -
  -
  -
  -
2. United States
3. 28.Dorey Court, Admiral Park, St. Peter Port, Guernsey, Guernsey, GY1 4AT
4. 29.Hardturmstrasse 101, Zürich, 8005, Switzerland 30.Hepworth House, Claypit Lane, Leeds, LS2 8AE, United Kingdom
  - 1. Hillview House, 61 Church Road, Newtownabbey, Co Antrim, BT36 7LQ
  - 32.Käfertaler Str. 190, Mannheim, 68167, Germany
  - 33.Kelzstraße 21, Saalfeld, 07318, Germany
  - 34.Kommandantenstraße 22, Berlin, 10969, Germany
  - 35.Konstanzerstrasse 17, Tägerwilen, 8274, Switzerland 36.Landmark Virtual Offices, Africa Re Building – Plot 1679, Karimu Kotun Street,Lagos,
  - Victoria Island, Nigeria 37. Level No. 3, Gate Village 7, Dubai International Finance Centre, Dubai, PO BOX 49983,
  - United Arab Emirates
  - 38.Lindred House, 20 Lindred Road, Brierfield, Nelson, Lancashire, BB9 5SR 39.Montague House, Adelaide Road, Dublin 2, DUBLIN 2, Ireland
  - 40.Mr S Fisher, The Grange, Bishops Cleeve, Cheltenham, Gloucestershire, GL52 8YQ, United Kingdom
  - 1. Nassauer Ring 39-41, Krefeld, 47803, Germany 42.Pavilion Building, Ellismuir Way, Tannochside Park,Uddingston, Glasgow, G71 5PW, United Kingdom
  - 43.Plant 06, Gate No.2, Godrej and Boyce Complex, LBS Marg, Pirojshahnagar, Vikhroli (West), Mumbai, 400 079, India
  - 44.Room 615 Zhucheng Building, No Jia 6 Zhongguancun South Street, Beijing 100086, Haidian District
  - 45.St David's House, Pascal Close, St Mellons, Cardiff, CF3 0LW, United Kingdom 46.The Beacon, 176 St Vincent Street, Glasgow, G2 5SG, United Kingdom
  - 1. The Courtyard Shoreham Road, Upper Beeding, Steyning, West Sussex, BN44 3TN, England
  - 48.The Riverway Centre, Riverway, Stafford, ST16 3TH, United Kingdom 49.Themistokli Dervi 3, Julia House, P.C. 1066, Nicosia, Cyprus
  - 50.Tower B1, Margapatta City SEZ, Margapatta City, Hadapsar, Pune, Maharashtra, 411013, India
  - 1. Unit 8, Wessex Park, Bancombe Road Trading Estate, Somerton, Somerset, TA11 6SB, United Kingdom
  - 52.Unit B, West Cork Technology Park, Clonakilty, Cork, Ireland

Strategic report Corporate governance Financial statements 175

Section 7: Company financial statements continued

7.3.16 Related undertakings continued

174 Capita plc Annual Report 2018

7.3.16 Related undertakings continued

Ventura (UK) India Limited 6 £1.00 Ordinary

~ Shareholding owned indirectly by the company and represent 11.32 % of the issued share

Shareholding owned indirectly by the company and represent 16.16 % of the issued share

< Shareholding owned indirectly by the company and represent 19.90% of the issued share

• Shareholding owned indirectly by the company and represent 22.72% of the issued share

Shareholding owned indirectly by the company and represent 49% of the issued share

Shareholding owned indirectly by the company and represent 49.9% of the issued share

Shareholding owned indirectly by the company and represent 50% of the issued share

Shareholding owned indirectly by the company and represent 50.1% of the issued share

Shareholding owned indirectly by the company and represent 51% of the issued share

Shareholding owned indirectly by the company and represent 74.9% of the issued share

Shareholding owned indirectly by the company and represent 75% of the issued share

Shareholding owned indirectly by the company and represent 97.3% of the issued share

Shareholding owned indirectly by the company and represent 24.60% of the issued share

Footnotes

* Companies directly held by Capita plc.

capital of subsidiary.

Notes to the Company financial statements continued

Section 7: Company financial statements continued

Company name Share class Company name Share class Thirty Three Group Limited 6 £1.00 Ordinary Venues Event Management Limited 6 £1.00 Ordinary ThirtyThree APAC Limited 13 HKD1.00 Ordinary Vilanova Management Limited 4 €1.00 Ordinary ThirtyThree USA Inc. 14 US\$1.00 Ordinary Vision 2 Learn Limited (in liquidation) 1 £1.00 Ordinary Trustmarque Solutions Limited 6 £1.00 Ordinary Voice Marketing Limited 6 £1.00 Ordinary Updata Infrastructure (UK) Limited 6 £1.00 Ordinary Wabowden Limited 4 €1.00 Ordinary Updata Infrastructure 2012 Limited 6 £1.00 Ordinary Western Mortgage Services Limited 6 £1.00 Ordinary Urban Vision Partnership Limited 24 £1.00 Ordinary B Westpoint Limited (in liquidation) 1 £1.00 Ordinary Ventura (India) Private Limited 50 INR10.00 Ordinary Woolf Limited 6 £1.00 Ordinary

Registered office addresses

Kingdom

England

United States

Victoria Island, Nigeria

United Kingdom

Haidian District

England

411013, India

United Kingdom

04076-011, Brazil

1 More London Place, London, SE1 2AF, United Kingdom
2 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland 5. 24 Blythswood Square, Glasgow, G2 4BG, Scotland 6. 30, Berners Street, London, W1T 3LR, England 7. 31/F, 148 Electric Road, North Point, Hong Kong 8. 33/34 Winckley Square, Preston, Lancashire, PR1 3EL 9. 33-37 Athol Street, Douglas, IM1 1LB, Isle Of Man
803, Manning House, 38 Queen's Road Central, Hong Kong 14. 850 New Burton Road, Suite 201, Dover, DE, 19904, United States
9, Bonhill Street, London, EC2A 4DJ, England & Wales
Atria One, 144 Morrison Street, Edinburgh, EH3 8EX 20. Bedford House, 16 Bedford Street, Belfast, BT2 7DT
9, Allee Scheffer, L-2520, Luxembourg

Newcastle, DE, 19808, United States

Hardturmstrasse 101, Zürich, 8005, Switzerland
Käfertaler Str. 190, Mannheim, 68167, Germany 33. Kelzstraße 21, Saalfeld, 07318, Germany 34. Kommandantenstraße 22, Berlin, 10969, Germany 35. Konstanzerstrasse 17, Tägerwilen, 8274, Switzerland
Nassauer Ring 39-41, Krefeld, 47803, Germany

(West), Mumbai, 400 079, India

1004 Bin Hamoodah Building, Khalifa St., PO Box 113 740, Abu Dhabi, United Arab Emirates 3. 145, Morrison Street, Edinburgh, EH3 8AG
42/44 Henry Street, Northampton, Northamptonshire, NN1 4BZ, United Kingdom 11. 4Th Floor, Park Gate 161-163, Preston Road, East Sussex, Brighton, BN1 6AF, United
8th Floor, Union Castle Building, 55 St Georges Mall, Cape Town, 8001, South Africa
Corporation Service Company 2711, Centerville Road, Suite 400, Wilmington, County of
Corporation Trust Centre, 1209 Orange Street, Wilmington, New Castle, DE, 19801,
Landmark Virtual Offices, Africa Re Building – Plot 1679, Karimu Kotun Street,Lagos,
Level No. 3, Gate Village 7, Dubai International Finance Centre, Dubai, PO BOX 49983, United Arab Emirates 38. Lindred House, 20 Lindred Road, Brierfield, Nelson, Lancashire, BB9 5SR
Mr S Fisher, The Grange, Bishops Cleeve, Cheltenham, Gloucestershire, GL52 8YQ,
Pavilion Building, Ellismuir Way, Tannochside Park,Uddingston, Glasgow, G71 5PW,
Plant 06, Gate No.2, Godrej and Boyce Complex, LBS Marg, Pirojshahnagar, Vikhroli
Room 615 Zhucheng Building, No Jia 6 Zhongguancun South Street, Beijing 100086,
St David's House, Pascal Close, St Mellons, Cardiff, CF3 0LW, United Kingdom 46. The Beacon, 176 St Vincent Street, Glasgow, G2 5SG, United Kingdom 47. The Courtyard Shoreham Road, Upper Beeding, Steyning, West Sussex, BN44 3TN,
Tower B1, Margapatta City SEZ, Margapatta City, Hadapsar, Pune, Maharashtra,
Unit 8, Wessex Park, Bancombe Road Trading Estate, Somerton, Somerset, TA11 6SB,
The Riverway Centre, Riverway, Stafford, ST16 3TH, United Kingdom 49. Themistokli Dervi 3, Julia House, P.C. 1066, Nicosia, Cyprus
Unit B, West Cork Technology Park, Clonakilty, Cork, Ireland
5th Floor, Fort Dunlop, Fort Parkway, Birmingham, B24 9FD, United Kingdom
Alameda dos Guaramomis, no 930 , 1st Floor, Suite 01, Bairro, Moema, CEP
Bourne House, 475 Goodstone Road, Whyteleafe, Surrey, CR3 0BL, England 22. C/O Pkf Littlejohn 2nd Floor, 1 Westferry Circus, Canary Wharf, London, E14 4HD,
Centrum Biurowe Lubicz I,ul. Lubicz 23, Krakow, 31-503, Poland, Poland 24. Civic Centre, Chorley Road, Swinton, M27 5AS, United Kingdom 25. Clinch's House, Lord Street, Douglas, IM99 1RZ, Isle Of Man
Dorey Court, Admiral Park, St. Peter Port, Guernsey, Guernsey, GY1 4AT
Hepworth House, Claypit Lane, Leeds, LS2 8AE, United Kingdom 31. Hillview House, 61 Church Road, Newtownabbey, Co Antrim, BT36 7LQ
Montague House, Adelaide Road, Dublin 2, DUBLIN 2, Ireland

Listed below are subsidiaries controlled and consolidated by the Group, where the Directors have taken the exemption from having an audit of its financial statements for the year ended 31 December 2019. This exemption is taken in accordance with Companies Act Section 479A.

Company name	Company registration	Company name	Company registration
Brightwave Enterprises Limited	7066783	Debt Solutions (Holdings) Limited	3673307
Brightwave Holdings Limited	7462788	Euristix Limited	05420948
Brightwave Limited	4092349	Health Analytics Ltd	6947862
Capita Gas Registration and Ancillary Services Limited	5078781	Marrakech (U.K.) Limited	3785263
Capita HCH Limited	2384029	Pervasive Limited	5679204
Capita IT Services (BSF) Limited	1855936	Pervasive Networks Limited	3429318
CCSD Services Limited	5399460	SDP Regeneration Services 2 Limited	4626963
CHKS Limited	2442956	Tempus Finance Limited	6943069
Clinical Solutions Finance Limited	5337592	The G2G3 Group Ltd.	SC199414
Clinical Solutions International Limited	4394761	The Write Research Company Limited	04272836
Creating Careers Limited	3885966	Thirty Three LLP	OC372712
Cymbio Limited	6462086

176 Capita plc Annual Report 2019

Section 8: Additional information

In this section

8.1 Shareholder information

8.2 Alternative performance measures

8.1 Shareholder information

In this section we have provided you with some key information to manage your shareholding in Capita plc.

Useful websites

Capita (www.capita.com/investors)

Our corporate site is our main external communication channel where we showcase our services, solutions and innovations from across the wider Company. It also contains an investor section, where institutional and private shareholders can access the latest announcements, financial and statutory information and reports.

Shareholder portal (www.capitashares.co.uk)

Capita's register of shareholders is maintained by Link Asset Services. Our shareholder portal is a secure online site where you can manage your shareholding quickly and easily. You can manage many aspects, such as viewing your holding, updating contact details, managing dividend payments, requesting to receive shareholder communications by email and registering. To register you will need your investor code, which can be found on your share certificate or dividend confirmation.

e-communications

Help us communicate with you in a greener, more efficient and costeffective way by switching from postal to email communications, which means that we will notify you by email each time new shareholder communications have been placed on the Capita website.

Registering for e-communications is very straightforward. Go to our shareholder portal www.capitashares.co.uk. Further information about our shareholder portal is below.

Managing your shareholding

We aim to communicate effectively with our shareholders, via our website www.capita.com/investors. Shareholders who have questions relating to the Group's business or wish to receive further hard copies of annual reports should contact Capita's investor relations team on 020 7799 1525 or email: [email protected].

If you have any queries about your shareholding or dividend payments please contact the Company's registrar, Link Asset Services:

Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Email: [email protected] Tel: +44 (0) 371 664 03001 (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.)

Lines are open 9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales.

Share dealing

A quick and easy share-dealing service is available for existing Capita shareholders to either sell or buy Capita plc shares online or by telephone.

For further information go to: www.linksharedeal.com or telephone +44 (0) 371 664 04451. Lines are open 8.00am – 4.30pm, Monday to Friday excluding public holidays in England and Wales.

If you have only a small number of shares which are uneconomical to sell, you may wish to donate them to charity free of charge through ShareGift (Registered Charity 1052686). Find out more at www.sharegift.org.uk or by telephoning 020 7930 3737.

Calls to 0871 numbers cost 12p per minute plus your phone company's access charge. Calls to 0371 numbers are charged at a standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.

Company contact details

Registered office Capita plc 30 Berners Street London W1T 3LR Tel: 020 7799 1525 Registered in England and Wales with registration number: 02081330

Investor Relations [email protected] Director of Investor Relations – Stuart Morgan

Company Secretariat [email protected] Group Company Secretary – Francesca Todd

Company advisers

Independent auditor KPMG LLP

Corporate brokers Citi bank

Goldman Sachs Bankers

Barclays Bank plc

Citi bank

Deutsche Bank AG

Goldman Sachs International Bank

ING Bank NV, London Branch

Lloyds Bank Plc

National Westminster Bank plc

Sumitomo Mitsui Banking Corporation

Corporate communications Powerscourt

Registrars Link Asset Services

Strategic report Corporate governance Financial statements 177

8.2 Alternative performance measures

Additional information

176 Capita plc Annual Report 2019

In this section

Useful websites

e-communications

Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

our shareholder portal is below. Managing your shareholding

Email: [email protected]

holidays in England and Wales.

8.1 Shareholder information

8.1 Shareholder information

Capita (www.capita.com/investors)

manage your shareholding in Capita plc.

8.2 Alternative performance measures

financial and statutory information and reports. Shareholder portal (www.capitashares.co.uk)

Section 8: Additional information

In this section we have provided you with some key information to

Share dealing

Company contact details Registered office Capita plc 30 Berners Street London W1T 3LR Tel: 020 7799 1525

Investor Relations [email protected]

Company Secretariat [email protected]

Company advisers Independent auditor

Deutsche Bank AG

Lloyds Bank Plc

Powerscourt Registrars Link Asset Services

Goldman Sachs International Bank ING Bank NV, London Branch

National Westminster Bank plc Sumitomo Mitsui Banking Corporation

Corporate communications

KPMG LLP Corporate brokers Citi bank Goldman Sachs Bankers Barclays Bank plc

Citi bank

telephone.

A quick and easy share-dealing service is available for existing Capita shareholders to either sell or buy Capita plc shares online or by

For further information go to: www.linksharedeal.com or telephone +44 (0) 371 664 04451. Lines are open 8.00am – 4.30pm, Monday to Friday

Calls to 0871 numbers cost 12p per minute plus your phone company's access charge. Calls to 0371 numbers are charged at a standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.

Registered in England and Wales with registration number: 02081330

excluding public holidays in England and Wales.

Director of Investor Relations – Stuart Morgan

Group Company Secretary – Francesca Todd

Registering for e-communications is very straightforward. Go to our shareholder portal www.capitashares.co.uk. Further information about

If you have any queries about your shareholding or dividend payments

please contact the Company's registrar, Link Asset Services:

Tel: +44 (0) 371 664 03001 (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.) Lines are open 9.00am – 5.30pm, Monday to Friday excluding public

020 7799 1525 or email: [email protected].

The Group presents various alternative performance measures (APMs) as the Directors believe that these are useful for users of the financial statements in helping to provide a balanced view of, and relevant information on, the Group's financial performance, position and cash flows. This includes key performance indicators (KPIs) such as return on capital employed, interest cover and gearing ratios by which we monitor our performance.

		2019	2018	Source
Revenue – continuing operations
Reported revenue		£3,678.6m		£3,918.4m Line item in income statement
Deduct: business exit		(£31.2m)		(£103.7m) Line item in note 2.2.1
1. Adjusted revenue		£3,647.4m	£3,814.7m

Operating profit – continuing operations
Reported operating profit		£0.4m		£34.9m Line item in income statement
Adjusting items in note 2.4		£305.7m	£299.5m
2. Adjusted operating profit1		£306.1m	£334.4m
Adjusted operating profit margin		8.4 %		8.8 % Adjusted operating profit/adjusted revenue

		2019	2018	Source
ROCE-Pre IFRS 16
Adjusted operating profit1	a	£306.1m	£334.4m Note 2.4
Adjusted tax rate	b	15.8 %		9.7% Section 2 – Taxation
Tax	c = a x b	£48.4m		£32.4m Adjusted operating profit multiplied by tax rate
Adjusted operating profit after tax	d = a – c	£257.7m		£302.0m Adjusted operating profit less tax
Current year net (liabilities)/assets	e	(£23.2m)		£103.3m Line information in balance sheet excluding the impact
				from adoption of IFRS 16
Current year net debt before IFRS 16	f	£789.9m		£464.1m Line item in note 2.10 – cash flow information, net debt excluding the impact of
				deferred consideration and finance leases that
				arose from the adoption of IFRS 16
Adjustments to capital employed	g	£1,262.0m		£1,276.5m Includes post-tax impact of accumulated acquired intangible amortisation, fixed rate swaps, put options
				and pensions
	m1 = e+f+g	£2,028.7m		£1,843.9m Used in 2019 average capital employed
Less: acquisition spend in year	h	—	—	Consideration paid – cash acquired + debt acquired
Current year capital employed	i = e+f+g+h	£2,028.7m	£1,843.9m
Prior year net liabilities	j		(£929.8m)
Prior year adjusted net debt	k		£1,103.9m
Comparative prior year adjustments	l			£1,359.7m Includes post-tax impact of accumulated acquired intangible amortisation, fixed rate swaps, put options
				and pensions
Prior year capital employed	m2 = j+k+l			£1,533.8m Used in 2018 average capital employed
Average capital employed	n = (i+m)/2	£1,936.3m	£1,688.9m
3. ROCE [KPI]	q = d/n	13.3 %	17.9 %

		2019	2018	Source
Headline leverage (prior to the adoption of IFRS 16)
Adjusted profit before tax1		£275.0m		£281.2m Line information in note 2.4
Add back: adjusted net finance costs		£30.5m		£53.2m Line information in note 4.3
Add back: adjusted depreciation and impairment on property, plant and equipment	£58.1m		£63.6m Line information in note 2.10.1
Add back: adjusted amortisation		£30.9m		£27.3m Line information in note 2.10.1
Adjusted EBITDA	a	£394.5m	£425.3m

Net Debt		£1,353.2m		£466.1m Line information in note 4.1.1
IFRS 16 impact		(£562.6m)		£—m Line information in note 4.1.1
Headline net debt	b	£790.6m		£466.1m Net debt excluding the impact of IFRS 16

4. Headline net debt to adjusted EBITDA ratio [KPI]	b/a	2.0x		1.1x Headline net debt/adjusted EBITDA

Adjusted operating profit and adjusted profit before tax excludes items that are separately disclosed and considered to be outside the underlying operating results for the particular period under review and against which the Group's performance is assessed. See note 2.4.

178 Capita plc Annual Report 2018

8.2 Alternative performance measures continued

		2019	2018	Source
Covenants4
Adjusted operating profit 1		£306.1m		£335.3m Line information in note 2.4
Add: business exit – trading		(£16.7m)		£16.8m Line information in note 2.8
Add: share of earnings in associates		(£0.6m)		£—m Line information in income statement
Deduct: non-controlling interest		(£18.1m)		(£12.5m) Adjusted EBIT attributable to NCI
Add back: share-based payment charge		£3.0m		£3.4m Line information in note 2.10.1
Add back: non-current service pension charge		£4.2m		£9.5m See note 5.2
Add back: amortisation on purchased intangibles		£31.1m		£27.9m Line information in note 3.3
Adjusted EBITA	a1	£309.0m	£380.4m
Add: IFRS 16 impact		£11.7m		£—m Line information in note 2.4
Adjusted EBITA (including IFRS 16)	a2	£320.7m	£380.4m

Adjusted EBITA		£309.0m		£380.4m Line item above
Deduct business exit – trading sold		£—m		(£19.7m) Trading profit for businesses sold
Add back: depreciation and impairment on property, plant and equipment		£75.0m		£65.2m See note 3.2
Covenant calculation – adjusted EBITDA	b1	£384.0m	£425.9m
Add: IFRS 16 impact		£110.9m		£—m See note 6.4
Covenant calculation – adjusted EBITDA (including IFRS 16)	b2	£494.9m	£425.9m
Adjusted interest charge		(£30.5m)		(£53.2m) Line information in note 4.3
Interest cost attributable to pensions		£4.4m		£9.4m Line information in note 4.3
Cash flow hedges recycled to the income statement		(£2.6m)		(£2.5m) Line information in note 4.3
Borrowing costs	c1	(£28.7m)	(£46.3m)

5.1 Interest cover (US PP covenant)	a2/c1	11.2x		Adjusted EBITA/Borrowing costs with adjusted EBITA including the impact of IFRS 16 and borrowing costs excluding the impact of IFRS 16
5.2 Interest cover (other financing agreements)	a1/c1	10.8x	8.2x	Adjusted EBITA/Borrowing costs with both variables excluding IFRS 16

Net debt		£1,353.2m		£466.1m Line information in note 4.1.1
Restricted cash2		£42.1m		£28.6m Cash that may not be applied against net debt for covenant calculation purposes
Remove IFRS 16 impact		(£562.6m)		£—m Line information in note 4.1.1
Adjusted net debt (excluding IFRS 16)	d1	£832.7m	£494.7m

6.1 Adjusted net debt to post IFRS 16 adjusted EBITDA ratio (US PP covenant)3	d1/ b2	1.7x		Adjusted net debt/adjusted EBITDA with adjusted net debt excluding the impact of IFRS 16 and adjusted EBITDA including the impact of IFRS 16
6.2 Adjusted net debt to adjusted EBITDA ratio [KPI] (other financing agreements)	d1/ b1	2.2x	1.2x	Adjusted net debt/adjusted EBITDA with both variables excluding IFRS 16

Adjusted operating profit excludes items that are separately disclosed and considered to be outside the underlying operating results for the particular period under review and against which the Group's performance is assessed.
Restricted cash includes cash required to be held under FCA regulations, cash held in foreign bank accounts and cash represented by non-controlling interests and joint ventures.
As noted in the Group's annual report 2018, on 20 April 2018, Capita agreed various amendments with the noteholders under its US private placement notes. This included the carve-out of up to £100m worth of bonds and guarantees from the definition of indebtedness.
To enable the reader to understand the covenant information we submit to our external lenders the 2018 comparatives have not been restated.

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Capita plc 30 Berners Street London W1T 3LR

www.capita.com

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Capita PLC

5279_10-k_2019-12-31_1f5c5521-0f5a-4a5e-ac5f-a54d98a58073.pdf

Better outcomes

Our purpose Our values

Our people

Clients and customers

Cautionary statement

*URXSÀQDQFLDO performance

£3,678.6m (2018: £3,918.4m)

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Contents

Strategic Report

Corporate governance

Financial statements

About us

Private sector

Our divisions

Growth platforms

People Solutions

Value platform

Strategic report

Our strategy

Our plan is to do fewer things, better

Simplify

Strengthen

Succeed

Our people and international dimension

Creating better outcomes

The Board and governance

Culture and diversity

Our place in society

Looking forward

Our values

How we create value

Our expertise and resources

Market expertise

Technological resources

Client relationships

International infrastructure

What we do as a business

Our consulting business:

Our digitally enabled services:

Our software:

Capita

Change

Deliver

Generating financial value

Transformational services

Software licences and support

Transactional services

Efficient operations

Generating cash flow

Better outcomes for stakeholders

Our people

Better outcomes

Building for the future

Better outcomes

platforms, as well as SaaS-enabling core enterprise products, and are opening up these platforms to expand our client offerings.

Our commitment to our people

Our commitment to our clients and customers

Our commitment to our suppliers and partners

Our commitment to our investors

Our commitment to society

Digital transformation:

Strategic report

The way ahead

Building the platforms for growth

Overview

Simplified reporting

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