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COMPUTERSHARE LIMITED. Annual Report 2010

Aug 10, 2010

64696_rns_2010-08-10_f08778ff-c7b2-4235-9b78-91a772128136.pdf

Annual Report

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ASX PRELIMINARY FINAL REPORT

Computershare Limited

ABN 71 005 485 825

30 June 2010

Lodged with the ASX under Listing Rule 4.3A

Contents

Results for Announcement to the Market Appendix 4E item 2 Preliminary consolidated statement of comprehensive income Appendix 4E item 3 Preliminary consolidated statement of financial position Appendix 4E item 4 Preliminary consolidated statement of changes in equity Preliminary consolidated cash flow statement Appendix 4E item 5 Other Appendix 4E Information 9 - 19 Appendix 4E item 6 to 17

This report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial report is presented in United States dollars (unless otherwise stated).

  • 1 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2010 (Previous corresponding period year ended 30 June 2009) RESULTS FOR ANNOUNCEMENT TO THE MARKET

$000
Revenue from continuing operations up 6.9% to 1,604,305
(Appendix 4E item 2.1)
Profit/(loss) after tax attributable to members up 15.3% to 294,757
(Appendix 4E item 2.2)
Net profit/(loss) for the period attributable to
members up 15.3% to 294,757
(Appendix 4E item 2.3)
Dividends Amount per security Franked amount per
(Appendix 4E item 2.4) security
Final dividend AU 14.0 cents 60%
Interim dividend AU 14.0 cents 50%
Record date for determining entitlements to the final dividend 23 August 2010
(Appendix 4E item 2.5)

Explanation of Revenue (Appendix 4E item 2.6)

Total revenue from continuing operations for the year ended 30 June 2010 is $1,604.3 million representing an increase of 6.9% over the last corresponding period. The increase in revenue was largely due to contributions from acquisitions made through financial years 2009 and 2010, significant US Mutual Fund proxy solicitation and higher corporate action activity in Australia, Hong Kong and India. This was partially offset by weaker corporate action and register maintenance revenue in the UK and lower margin income globally. A favourable foreign exchange translation impact also contributed to higher revenue.

Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4E item 2.6)

The current year EBITDA result is $505.2 million including significant item expense of $5.7 million. Net profit after tax attributable to members is $294.8 million, including significant item expense of $26.4 million (refer note 8), an increase 15.3% from the prior year. The increase is primarily driven by a full year contribution from the US bankruptcy administration business, US Mutual Fund proxy solicitation growth and strong corporate action activity in Australia, Hong Kong and India, particularly in the first half. A material fall in UK Investor Services profit and lower margin income were offsetting factors. The foreign exchange translation impact was favourable for earnings growth throughout FY10.

The Group’s effective tax rate has decreased from 27.8% for the year ended 30 June 2009 to 26.6% in the current financial year.

Explanation of Net Profit/(loss) (Appendix 4E item 2.6)

Please refer above.

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2010 (Previous corresponding period year ended 30 June 2009) RESULTS FOR ANNOUNCEMENT TO THE MARKET

Explanation of Dividends (Appendix 4E item 2.6)

The following dividends have been paid, declared or recommended since the end of the preceding financial year:

Ordinary shares

A final dividend in respect of the year ended 30 June 2009 was declared on 12 August 2009 and paid on 23 September 2009. This was an ordinary dividend of AU 11.0 cents per share franked to 50.0%, amounting to AU $61,121,947 (US $53,699,174).

An interim ordinary dividend was declared on 10 February 2010 and paid on 16 March 2010. This was an ordinary dividend of AU 14.0 cents per share franked to 50.0% amounting to AU $77,792,969 (US $68,344,361).

A final dividend in respect of the year ended 30 June 2010 was declared by the directors of the Company on 11 August 2010, to be paid on 14 September 2010. This is an ordinary dividend of AU 14.0 cents per share, franked to 60%. As the dividend was not declared until 11 August 2010 a provision has not been recognised as at 30 June 2010.

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2010

Note
Revenue from continuing operations
Sales revenue
Other revenue
Total revenue from continuing operations
Other income
Expenses
Direct services
Technology services
Corporate services
Finance costs
Total expenses
Share of net profit/(loss) of associates accounted for using
the equity method
14
Profit before related income tax expense
Income tax expense
3
Profit for the year
Other comprehensive income
Available-for-sale financial assets
Cash flow hedges
Exchange differences on translation of foreign operations
Income tax relating to components of other comprehensive
income
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit for the year is attributable to:
Members of Computershare Limited
Non-controlling interests
Total comprehensive income for the year is attributable
to:
Members of Computershare Limited
Non-controlling interests
Basic earnings per share (cents per share)
8
Diluted earnings per share (cents per share)
8
2010
2009
$000
$000
1,599,611
1,495,759
4,694
4,565
1,604,305
1,500,324
15,282
23,131
991,796
935,697
168,875
163,045
28,019
28,800
22,865
35,808
1,211,555
1,163,350
2,637
(205)
410,669
359,900
109,293
100,051
301,376
259,849
2,791
(3,193)
(29,550)
38,390
(798)
(50,335)
6,881
(15,173)
(20,676)
(30,311)
280,700
229,538
294,757
255,733
6,619
4,116
301,376
259,849
274,081
6,619
225,422
4,116
280,700
229,538
53.05
46.02
52.67
45.78

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

  • 4 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2010

FOR THE YEAR ENDED 30 JUNE 2010
Note
CURRENT ASSETS
Cash assets and cash equivalents
Receivables
Financial assets held for trading
Available-for-sale financial assets at fair value
Other financial assets
Inventories
Current tax assets
Derivative financial instruments
Other current assets
Total Current Assets
NON-CURRENT ASSETS
Receivables
Investments accounted for using the equity method
Available-for-sale financial assets at fair value
Property, plant & equipment
Deferred tax assets
Derivative financial instruments
Intangibles
Total Non-Current Assets
Total Assets
CURRENT LIABILITIES
Payables
Interest bearing liabilities
Current tax liabilities
Provisions
Derivative financial instruments
Deferred consideration
Total Current Liabilities
NON-CURRENT LIABILITIES
Payables
Interest bearing liabilities
Deferred tax liabilities
Provisions
Derivative financial instruments
Deferred consideration
Other
Total Non-Current Liabilities
Total Liabilities
Net Assets
EQUITY
Contributed equity - ordinary shares
Reserves
Retained profits
4
Total parent entity interest
Non-controlling interests
Total Equity
2010
2009
$000
$000
278,651
180,422
293,884
263,414
1,834
1,987
499
10,215
23,814
35,317
8,624
7,775
8,924
14,680
17,726
3,879
19,556
19,325
653,512
537,014
4,361
4,003
19,177
15,806
5,623
6,302
144,956
90,810
46,821
69,010
39,827
69,668
1,776,178
1,704,925
2,036,943
1,960,524
2,690,455
2,497,538
351,186
323,075
54,243
116
25,480
28,277
46,251
44,781
7
-
20,180
18,686
497,347
414,935
2,331
2,179
939,785
974,216
106,108
105,989
35,875
44,860
360
684
26,967
45,606
8,730
7,900
1,120,156
**1,181,434 **
1,617,503
1,596,369
1,072,952
901,169
29,943
29,888
94,808
99,793
936,592
763,879
1,061,343
893,560
11,609
7,609
1,072,952
901,169

The above statement of financial position should be read in conjunction with the accompanying notes.

  • 5 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2010

Attributable to members of Computershare Limited

Consolidated
Total equity at 1 July 2009
Profit for the year
Available-for-sale financial assets
Cash flow hedges
Exchange differences on
translation of foreign operations
Income tax relating to components
of other comprehensive income
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs
Dividends provided for or paid
Equity related contingent
consideration
Transactions with non-controlling
interests
Transfer from non-controlling
interests
On market purchase of shares
Share based remuneration
Balance at 30 June 2010
Consolidated
Total equity as at 1 July 2008
Profit for the year
Available-for-sale financial assets
Cash flow hedges
Exchange differences on
translation of foreign operations
Income tax relating to components
of other comprehensive income
Total comprehensive income for
the year
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total Equity
$000
$000
$000
$000
$000
$000
29,888
99,793
763,879
893,560
7,609
901,169
-
-
294,757
294,757
6,619
301,376
-
2,791
-
2,791
-
2,791
-
(29,550)
-
(29,550)
-
(29,550)
-
(798)
-
(798)
-
(798)
-
6,881
-
6,881
-
6,881
-
(20,676)
294,757
274,081
6,619
280,700
55
-
-
55
312
367
-
-
(122,044)
(122,044)
(4,998)
(127,042)
-
2,506
-
2,506
-
2,506
-
(2,809)
-
(2,809)
-
(2,809)
-
(2,067)
-
(2,067)
2,067
-
-
(7,064)
-
(7,064)
-
(7,064)
-
25,125
-
25,125
-
25,125
55
15,691
(122,044)
(106,298)
(2,619)
(108,917)
29,943
94,808
936,592
1,061,343
11,609
**1,072,952 **
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total Equity

$000
$000
$000
$000
$000
$000
31,689
126,437
600,794
758,920
11,276
770,196
-
-
255,733
255,733
4,116
259,849
-
(3,193)
-
(3,193)
-
(3,193)
-
38,390
-
38,390
-
38,390
-
(50,335)
-
(50,335)
-
(50,335)
-
(15,173)
-
(15,173)
-
(15,173)
-
(30,311)
255,733
225,422
4,116
229,538
  • 6 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2010

Attributable to members of Computershare Limited

Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs
Dividends provided for or paid
Equity related contingent
consideration
Share based remuneration
Acquisition related share
transactions
On market purchase of shares
Balance at 30 June 2009
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total Equity

$000
$000
$000
$000
$000
$000
-
-
-
-
(5,388)
(5,388)
-
-
(92,648)
(92,648)
(2,395)
(95,043)
-
(1,094)
-
(1,094)
-
(1,094)
-
10,838
-
10,838
-
10,838
(1,801)
1,801
-
-
-
-
-
(7,878)
-
(7,878)
-
(7,878)
(1,801)
3,667
(92,648)
(90,782)
(7,783)
(98,565)
29,888
99,793
763,879
893,560
7,609
901,169

The above statement of changes in equity should be read in conjunction with the accompanying notes.

  • 7 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2010

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Dividends received
Interest paid and other costs of finance
Interest received
Income taxes paid
Net cash inflow from operating activities
16
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled businesses, net of cash acquired
Payments for investment in associated entities & joint ventures
Dividends received
Payments for investment in listed & unlisted entities
Proceeds from sale of assets and investments in listed & unlisted entities
Payments for property, plant & equipment
Proceeds from sale of controlled entities, net of cash disposed
Other
Net cash outflow from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of ordinary shares
Payments for purchase of ordinary shares
Proceeds from borrowings
Repayment of borrowings
Dividends paid - ordinary shares
Dividends paid – non-controlling interests in controlled entities
Repayment of finance leases
Net cash outflow from financing activities
Net increase in cash and cash equivalents held
Cash and cash equivalents at the beginning of the financial year
Exchange rate variations on foreign cash balances
Cash and cash equivalents at the end of the financial year
2010
2009
$000
$000
1,611,181
1,549,406
(1,090,007)
(1,090,716)
968
167
(29,253)
(29,126)
3,726
1,795
(82,159)
(90,031)
414,456
341,495
(110,442)
(246,697)
(2,661)
(5,206)
1,068
1,937
(275)
(17,849)
14,214
7,854
(57,071)
(22,807)
-
16,900
-
(3,747)
(155,167)
(269,615)
55
-
(7,064)
(7,878)
352,144
797,047
(364,602)
(690,933)
(122,044)
(92,648)
(4,998)
(2,395)
(7,590)
(5,347)
(154,099)
(2,154)
105,190
69,726
180,422
124,235
(6,961)
(13,539)
278,651
180,422

The above cash flow statement should be read in conjunction with the accompanying notes.

  • 8 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

This preliminary final report has been prepared in accordance with ASX Listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E.

This report is to be read in conjunction with any public announcements made by Computershare Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Securities Exchange Listing Rules.

The following changes to accounting policy resulted from the new or revised accounting standards which became operative for the annual reporting period commencing on 1 July 2009:

  • Presentation of financial statements - Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101

  • Principles of consolidation – revised AASB 127 Consolidated and Separate Financial Statements and changes made by AASB 2008-7 Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

  • Business Combinations – revised AASB 3 Business Combinations

  • Segments – new AASB 8 Operating Segments

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.

Presentation of financial statements

The revised AASB 101 requires the presentation of statement of comprehensive income and makes changes to the statement of changes in equity but does not affect any of the amounts recognised in the financial statements. Items of income and expense not recognised in profit or loss are now disclosed as components of ‘other comprehensive income’. The Group has applied the new presentation rules in this financial report. The comparatives for 30 June 2009 have also been restated.

Principles of consolidation

AASB 127 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. This is different to the Group’s previous accounting policy where transactions with non-controlling interests were treated as transactions with parties external to the group.

Dividends received from investments in subsidiaries, jointly controlled entities or associates after 1 July 2009 are recognised as revenue even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a result of the dividend payment. Under the Group’s previous policy, theses dividends would have been deducted from the cost of the investment.

The changes were implemented prospectively from 1 July 2009.

Business combinations

AASB 3 (revised) continues to apply the acquisition method to business combinations, but with some significant changes.

All payments to purchase a business are now recorded at fair value at the acquisition date, with contingent payments classified as debt or equity. After the initial measurement period contingent consideration classified as equity is not remeasured. Changes to the fair value of debt contingent consideration that are not initial measurement period adjustments are recorded in the statement of comprehensive income. Under the Group’s previous policy, contingent payments were only recognised when the payments were probable and could be measured reliably and were accounted for as an adjustment to goodwill.

Acquisition-related costs are expensed as incurred. Previously, they were recognised as part of the cost of acquisition and therefore included in goodwill.

  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

In a business acquisition achieved in stages, the previously held equity interest in the acquiree is remeasured to the acquisition-date fair value. The resulting gain or loss is recorded in the statement of comprehensive income. Under the previous policy no such re-measurement was performed.

Non-controlling interests in an acquiree are now recognised either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. This decision is made on an acquisition-byacquisition basis. Under the previous policy, the non-controlling interest was always recognised at its share of the acquiree’s net identifiable assets.

If the Group recognises acquired deferred tax assets after the initial acquisition accounting is completed, there will no longer be any adjustment to goodwill. As a consequence, the recognition of the deferred tax asset will increase the Group’s net profit after tax.

The above changes were implemented prospectively from 1 July 2009.

Segment information

The Group has applied AASB 8 Operating Segments from 1 July 2009. AASB 8 requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. The previously reported geographic segment Asia Pacific has been disaggregated into two separate segments: Australia and New Zealand and Asia. Similarly the previously reported North America segment has been disaggregated into two segments: United States and Canada. Additionally, a non-geographic segment of Technology Services has been identified.

Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Chief Executive Officer (CEO).

As goodwill is allocated by management to groups of cash-generating units on a segment level, the change in reportable segments has required a reallocation of goodwill. This has not resulted in any impairment of goodwill. There has been no further impact on the measurement of the Company’s assets and liabilities. Comparatives for 30 June 2009 have been restated.

2 MATERIAL FACTORS AFFECTING THE ECONOMIC ENTITY FOR THE CURRENT PERIOD

Refer to the attached Market Announcement for discussion of the nature and amount of material items affecting revenue, expenses, assets, liabilities, equity or cash flows, where their disclosure is relevant in explaining the financial performance or position of the entity for the period.

3 RECONCILIATION OF INCOME TAX EXPENSE

3
RECONCILIATION OF INCOME TAX EXPENSE
a) Income tax expense
Current tax expense
Deferred tax expense
Under (over) provided in prior years
Total Income tax expense
Deferred income tax (revenue) expense included in
income tax expense comprises:
Decrease (increase) in deferred tax assets
(Decrease) increase in deferred tax liabilities
2010
2009
$000
$000
84,992
82,434
24,250
15,935
51
1,682
109,293
**100,051 **
10,610
6,511
13,640
9,424
24,250
15,935
  • 10 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

3 RECONCILIATION OF INCOME TAX EXPENSE CONTINUED

b) Numerical reconciliation of income tax expense to prima facie tax payable

Profit before income tax expense
The tax expense for the financial year differs from the amount calculated on the
profit. The differences are reconciled as follows:
Prima facie income tax expense thereon at 30%
Tax effect of permanent differences:
Non deductible expenses (including depreciation and amortization)
Research and development allowance
Benefit of tax losses not booked
Benefit of tax losses recognised
Non-deductible asset write-down
Losses not deductible
Non deductible share based payments
Other deductible items
Non assessable accounting profit on the sale of assets
Other
Differential in overseas tax rates
Prior year tax (over)/under provided
Restatement of deferred tax balances due to income tax rate changes
Income tax expense
c) Amounts recognised directly in equity
Deferred tax – debited (credited) directly to equity
2010
2009
$000
$000
410,669
359,900
123,201
107,970
2,559
1,655
(2,675)
(2,502)
439
-
(1,117)
(1,197)
-
2,841
-
1,760
323
290
(13,750)
(11,554)
-
(1,737)
(3,526)
(583)
2,891
(15)
51
1,682
897
1,441
109,293
**100,051 **
2010
2009
$000
$000
(13,135)
15,986

d) Unrecognised tax losses

As at 30 June 2010 companies within the consolidated entity had estimated unrecognised tax losses (including capital losses) of $41,926,325 (2009: $47,610,006) available to offset against future years’ taxable income.

e) Tax consolidation

Computershare Limited and its wholly-owned Australian entities implemented the tax consolidation regime with effect from 1 July 2002. The Australian Taxation Office has been formally notified of this decision.

The relevant entities have also entered into a tax sharing agreement. As a consequence, Computershare Limited, as the head entity in the tax consolidation Group, has recognised the current tax liability relating to transactions, events and balances of the wholly owned Australian subsidiaries in this Group in the financial statements as if that liability was its own, in addition to recognising the current tax liability arising in relation to its own transactions, events and balances. Amounts receivable or payable under the tax sharing agreement are recognised separately as tax related intercompany payables or receivables.

  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

4 RETAINED EARNINGS (Appendix 4E item 8)

Retained profits
Retained profits at the beginning of the financial year
Ordinary dividends provided for or paid
Net profit/(loss) attributable to members of Computershare Limited
Retained profits at the end of the financial year
Consolidated
2010
2009
$000
$000
763,879
600,794
(122,044)
(92,648)
294,757
255,733
936,592
763,879

5 ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 6)

Details of dividends declared or paid during or subsequent to the year ended 30 June 2010 are as follows:

Record date Payment date Type Amount per
security
Total dividend Franked
amount per
security
Conduit
Foreign
Income
amount per
security
24 August 2009 23 September 2009 Final AU 11 cents AU $61,121,947 AU 5.5
cents
AU 5.5cents
10 February 2010 16 March 2010 Interim AU 14 cents AU $77,792,969 AU 7.0
cents
AU 7.0cents
23 August 2010 14 September 2010 Final AU 14 cents AU $77,792,969* AU 8.4
cents**
AU 5.6cents
  • Based on 555,664,059 shares on issue as at 11 August 2010

** dividend franked to 60%

6 DIVIDEND REINVESTMENT PLANS (Appendix 4E item 7)

The company has no dividend reinvestment plan in operation.

7 NTA BACKING (Appendix 4E item 9)

7
NTA BACKING(Appendix 4E item 9)
2010 2009
Net tangible asset backing per ordinary share (1.37) (1.58)

8 EARNINGS PER SHARE (Appendix 4E item 14.1)

Year end 30 June 2010
Earnings per share (cents per share)
Net profit
Non-controlling interests’ (profit)/loss
Exclusion of significant items
Net profit attributable to the
members of Computershare Limited
Calculation of
Basic EPS
Calculation of
Diluted EPS
Calculation of
Management
EPS
Calculation of
Management
Diluted EPS
$000
$000
$000
$000
53.05 cents
52.67 cents
57.80 cents
57.39 cents
301,376
301,376
301,376
301,376
(6,619)
(6,619)
(6,619)
(6,619)
-
-
26,415
26,415
294,757
294,757
321,172
321,172

Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 555,657,878 555,657,878

  • 12 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

8 EARNINGS PER SHARE CONTINUED

Weighted average number of ordinary
and potential ordinary shares used as
denominator in calculating diluted
earnings per share
Year end 30 June 2009
Earnings per share (cents per share)
Net profit
Non-controlling interests’ (profit)/loss
Exclusion of significant items
Net profit attributable to the
members of Computershare Limited
Weighted average number of ordinary
shares used as denominator in
calculating basic earnings per share
Weighted average number of ordinary
and potential ordinary shares used as
denominator in calculating diluted
earnings per share
559,653,794
559,653,794
Calculation of
Basic EPS
Calculation of
Diluted EPS
Calculation of
Management
EPS
Calculation of
Management
Diluted EPS
$000
$000
$000
$000
46.02 cents
45.78 cents
52.11 cents
51.83 cents
259,849
259,849
259,849
259,849
(4,116)
(4,116)
(4,116)
(4,116)
-
-
33,799
33,799
255,733
255,733
289,532
289,532
555,654,059
555,654,059
558,662,405
558,662,405

Reconciliation of weighted average number of shares used as the denominator:

Reconciliation of weighted average number of shares used as the denominator:
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options
Equity related contingent consideration
Performance rights
Weighted average number of ordinary shares and potential ordinary shares used as
the denominator in calculating diluted earnings per share
Consolidated
2010
Number
2009
Number
555,657,878
555,654,059
94,067
5,819
-
2,527
3,901,849
3,000,000
559,653,794
558,662,405

The Directors and Management have determined that the exclusion of certain items permits a more appropriate and meaningful analysis of the Company’s underlying performance on a comparative basis. Internally, the organisation focuses on the adjusted financial outcomes known as Management Adjusted Results. The above net profit used in the Management EPS calculation reflects the Management Adjusted Results.

On 1 October 2009, 50,000 employee options were issued. These options are exercisable between 01 October 2012 and 30 September 2015 with an exercise price of AUD $10.34.

On 4 June 2010, 25,000 employee options were issued. These options are exercisable between 03 June 2013 and 03 May 2016 with an exercise price of AUD $10.89.

No employee options have been issued since year end.

2,850,000 performance rights were issued with the grant date 12 November 2009 valued at USD 9.90 each. If the vesting conditions are satisfied the performance rights will be exercisable within six months after the annual report for the year ending 30 June 2014 has been signed. 1,425,000 of these performance rights have been taken into account when calculating the diluted earnings per share for the period ending 30 June 2010 as no performance condition has been attached. The remaining 1,425,000 has been excluded as the performance conditions have not been satisfied as at 30 June 2010.

  • 13 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

8 EARNINGS PER SHARE CONTINUED

Management adjustment items

Included in the consolidated income statement are the following items that are significant because of their nature, size or incidence:

For the year ended 30 June 2010:

Redundancy provisions (net of tax)
Marked to market adjustments – derivatives (net of tax)
Intangible asset amortisation (net of tax)
Acquisition related costs (net of tax)
Restructuring provisions related to business combinations
(net of tax)
Germany
Australia
United Kingdom
Net individually significant item expense
ear ended 30 June 2009:
Restructuring provisions related to business combinations
(net of tax)
North America
United Kingdom
Profit on disposal of controlled entities
VEM acquisition review
Redundancy costs
Marked to market adjustments – derivatives (net of tax)
Intangible asset amortisation (net of tax)
Net individually significant item expense

(139)
282
10
Total
$000
(4,290)
821
(22,622)
(477)
153
(120)
(2,403)
(26,415)
Total
$000
(2,523)
6,872
(12,573)
(12,689)
(940)
(11,946)
(33,799)

For the year ended 30 June 2009:

9 SHARE BUYBACK (Appendix 4E item 14.2)

The company had no on-market buy back in operation during the year ended 30 June 2010 and the year ended 30 June 2009.

  • 14 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

10 SEGMENT INFORMATION (Appendix E item 14.4)

The operating segments presented reflect the manner in which the Group has been internally managed and the financial information reported to the CEO in the current financial year. Management has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.

The business is managed through six operating segments, five of which are geographic: Australia and New Zealand, Asia, Europe & Middle East & Africa (EMEA), United States and Canada. The Asia segment comprises of operations in India, Hong Kong, China, Singapore and Japan. The EMEA segment comprises of operations in UK, Ireland, Germany, South Africa, Russia and other European countries. Additionally, a separate Technology Services segment has been identified, which comprises the provision of software specialising in share registry, employee plans and financial services globally. It is both a research and development function for which discrete financial information is reviewed by the CEO.

In each of the five geographic segments the consolidated entity offers its core products and services: Investor Services, Business Services, Plan Services, Communication Services and Stakeholder Relationship Management Services. Investor Services comprise the provision of register maintenance, company meeting logistics, payments and full contact centre and online services. Business Services comprise the provision of voucher administration, bankruptcy administration services, interactive meeting services and other ancillary services. Plan Services comprise the administration and management of employee share and option plans. Communication Services comprise laser imaging, intelligent mailing, scanning and electronic communications delivery. Stakeholder Relationship Management Services comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.

None of the corporate entities have been allocated to the operating segments. Corporate entities’ main purpose is to hold intercompany investments and conduct financing activities.

OPERATING SEGMENTS

June 2010
Total segment revenue
Management adjusted EBITDA
Total segment assets
June 2009
Total segment revenue
Management adjusted EBITDA
Total segment assets
Australia &
New Zealand
Asia
EMEA
United States
Canada
Technology
Services
Total
$000
$000
$000
$000
$000
$000
$000
335,304
117,028
369,433
593,326
190,436
155,430
1,760,957
84,123
50,735
127,971
143,130
85,751
11,517
503,227
269,608
118,282
585,071
1,046,266
194,970
50,300
2,264,497
295,520
91,255
441,470
493,312
182,052
157,819
1,661,428
65,071
27,544
182,847
95,977
83,113
18,704
473,256
239,608
118,961
481,233
1,064,400
184,806
42,660
2,131,668
  • 15 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

10 SEGMENT INFORMATION CONTINUED

Segment revenue

The revenue reported to the CEO is measured in a manner consistent with that of the income statement. Sales between segments are included in the total segment revenue, whereas sales within a segment have been eliminated from segment revenue. Sales between segments are at normal commercial rates and are eliminated on consolidation.

The entity is domiciled in Australia. Countries with individually significant amounts of revenue are Australia, United Kingdom, United States and Canada. Revenue for the United States and Canada are included in the table above. Revenue for the United Kingdom amounts to USD 227.7m (2009 – USD 297.8m) and revenue for Australia amounts to USD 324.5m (2009 – USD 285.9m). Total segment revenue from external customers in countries other than Australia is USD 1,436.4m (2009 – USD 1,375.5m). Segment revenues are allocated based on the country in which the Group entity is located.

Segment revenue reconciles to total revenue from continuing operations as follows:

Total operating segment revenue
Intersegment eliminations
Other/corporate revenue
Total revenue from continuing operations
Full-year
2010
2009
$000
$000
1,760,957
1,661,428
(157,853)
(161,816)
1,201
712
1,604,305
1,500,324

Management adjusted EBITDA

The CEO assesses the performance of the operating segments based on a measure of management adjusted EBITDA (Note 8). In 2009 and 2010 this measure excluded restructuring provisions, asset write-downs, redundancy costs, marked to market adjustments relating to derivatives and profit or loss on disposal of controlled entities.

A reconciliation of management adjusted EBITDA to operating profit before income tax is provided as follows:

Management adjusted EBITDA - operating segments
Management adjusted EBITDA - corporate
Management adjusted EBITDA
Management adjustment items (before amortisation and income tax expense):
Profit on disposal of controlled entities and business units
VEM asset write-down
Restructuring provisions related to business combinations
Redundancy provisions
Acquisition related costs
Marked to market adjustments - derivatives
Statutory EBITDA including management adjustment items
Finance cost
Depreciation and amortisation expense
Profit before income tax from continuing operations
Full-year
2010
2009
$000
$000
503,227
473,256
7,718
2,278
510,945
475,534
-
6,943
-
(13,091)
210
(6,539)
(3,514)
(20,710)
(711)
-
1,322
(1,218)
505,227
443,944
(22,865)
(35,808)
(71,693)
(48,236)
410,669
359,900
  • 16 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

10 SEGMENT INFORMATION CONTINUED

Total assets

Assets are allocated based on the operations of the segment and the physical location of the asset and are measured in a manner consistent with that of the financial statements.

Cash and cash equivalents, current and non-current investments, current and deferred tax assets and current and non-current derivative assets are not allocated to the operating segments.

Countries with individually significant segment assets are Australia, United Kingdom, United States and Canada. Segment assets for the United States and Canada are included in the table above. Total segment assets in the United Kingdom amount to USD 388.6m (2009 – USD 275.6m) and in Australia amount to USD 264.5m (2009 – USD 234.8m). Total segment assets held in countries other than Australia amount to USD 2,000.0m (2009 - USD 1,896.9m). Segment assets are allocated to countries based on where the assets are located.

Reportable segments’ assets are reconciled to total assets as follows:

Total operating segment assets
Unallocated/corporate assets:
Deferred tax assets
Current tax assets
Cash and cash equivalents
Current and non-current investments
Current and non-current derivative assets
Other
Total assets as per balance sheet
Full-year
2010
2009
$000
$000
2,264,497
2,131,668
46,821
69,010
8,924
14,680
278,651
180,422
6,123
17,178
57,553
27,886
73,547
11,033
2,690,455
2,497,538

11 TRENDS IN PERFORMANCE (Appendix 4E item 14.5)

Refer to attached Market Announcement.

12 OTHER FACTORS THAT AFFECTED RESULTS IN THE PERIOD OR WHICH ARE LIKELY TO AFFECT RESULTS IN THE FUTURE (Appendix 4E item 14.6)

Refer to attached Market Announcement.

13 SUBSIDIARIES ACQUIRED OR DISPOSED OF DURING THE PERIOD (Appendix 4E item 10)

13 SUBSIDIARIES ACQUIRED O
10)
R DISPOSED OF DURIN G THE PERIOD(
Acquired I-nvestor Holdings A/S HBOS Employee
Equity Solutions
Date control gained 25 August 2009 28 January 2010
$000 $000
Contribution to profit/(loss) after tax Immaterial Immaterial
in current period, where material
Profit/(Loss) after tax during the
whole of the previous corresponding
period, where material Immaterial Immaterial

There were no entities disposed of in the year ended 30 June 2010.

  • 17 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

14 ASSOCIATES AND JOINT VENTURE ENTITIES (Appendix 4E item 11)

Name Place of Principal activity Ownership Ownership Consolidated Consolidated
incorporation interest carrying amount
Jun Jun Jun Jun
2010 2009 2010 2009
% % $000 $000
Joint Ventures
Japan Shareholder Services Japan Investor Services 50.0 50.0 1,395 1,591
Computershare Pan Africa
Holdings (Pty) Limited Mauritius Investor Services 60.0 60.0 9 10
Computershare Pan Africa
Ghana Ltd Ghana Investor Services 60.0 - - -
Computershare Pan Africa
Nominees Ghana Ltd Ghana Investor Services 60.0 - - -
Associates
Registrar Nikoil Company JSC Russia Investor Services 40.0 40.0 6,035 5,206
Expandi Limited United Kingdom Investor Services 25.0 - - -
Netpartnering Limited United Kingdom Investor Services 25.0 25.0 2,601 2,995
Technology
Milestone Group Pty Ltd Australia Services 20.0 20.0 7,820 4,699
Intellectual
Janosch Film & Medien AG Germany Property 27.5 49.6 - -
Investment
Fonterelli GmbH & Co. KGaA Germany Management 49.0 49.0 973 1,243
Asset Checker Limited United Kingdom Investor Services 50.0 50.0 3 54
Technology
Chelmer Limited New Zealand Services 50.0 50.0 - -
Computershare Investor
Services Ltd (Channel
Islands)* United Kingdom Investor Services - 50.0 - 8
Computershare Trustees
Limited (Channel Islands)* United Kingdom Investor Services - 50.0 - -
Computershare Nominees
Limited (Channel Islands)* United Kingdom Investor Services - 50.0 - -
Reach Investor Solutions Australia Investor Services 35.0 - 341 -

Note: Computershare Channel Islands companies became subsidiaries of Computershare Group as the remaining 50% ownership was acquired in January 2010. Contribution to profit/(loss) after tax in current period as well as the previous corresponding period is immaterial.

The share of net profit of associates and joint ventures accounted for using the equity method for the year ended 30 June 2010 is a profit of USD 2.6 million (2009: USD 0.2 million loss).

15 OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)

Refer to attached Market Announcement.

  • 18 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

16 RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES

Net profit after income tax
Adjustments for non-cash income and expense items:
Depreciation and amortisation
Net (gain)/loss on sale of assets
Share of net profit of associates accounted for using equity method
Fair Value Adjustment to Financial Instruments
Employee benefits – share based payments
VEM write downs
Changes in assets and liabilities:
(Increase)/decrease in accounts receivable
(Increase)/decrease in net tax assets
(Increase)/decrease in inventory
(Increase)/decrease in prepayments and other assets
Increase/(decrease) in payables and provisions
Net cash inflow from operating activities
2010
2009
$000
$000
301,376
259,849
71,693
48,236
1,286
(7,471)
(2,637)
(205)
(1,215)
3,315
20,944
14,489
-
14,562
(32,633)
(2,547)
26,881
10,020
(1,252)
3,119
(4,066)
(885)
34,079
(987)
414,456
341,495

17 AUDIT STATUS (Appendix 4E item 15)

This report is based on accounts which are in the process of being audited.

18 COMMENTARY ON RESULTS (Appendix 4E item 14)

Refer to attached Market Announcement.

19 SIGNIFICANT FEATURES OF OPERATING PERFORMANCE (Appendix 4E item 14.3)

Refer to attached Market Announcement.

20 BUSINESS COMBINATIONS

In accordance with accounting policy, the acquisition accounting for the Kurtzman Carson Consultants LCC, MobiTED GmbH, National City Bank TA business and I-nvestor Holdings A/S business combinations have been finalised. The acquisition accounting for these business combinations has been finalised with the recognition of intangible assets separately from goodwill of USD 58.5 million.

  • 19 -