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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2007
Feb 13, 2007
64696_rns_2007-02-13_e3703dd0-de76-4463-adf5-f4c960ba44c5.pdf
Interim / Quarterly Report
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COMPUTERSHARE LIMITED (ASX:CPU)
FINANCIAL RESULTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006
(Comparisons are for the half year ended 31 December 2005)
14 February 2007
NOTE: All figures (including comparatives) are presented in US Dollars (unless otherwise stated) following a change in presentation currency from 1 July 2006.
Copies of the HY07 Results Presentation are available for download at: www.computershare.com/results

Earnings uplift delivered across the board
Melbourne, 14 February 2007 - Computershare Limited (ASX:CPU) today reported 102% growth in Earnings per Share (on a Management Adjusted basis) to 17.86 cents, which represents a Net Profit after Outside Equity Interest (OEI) of \$107.0 million for the six months ended 31 December 2006. The Company experienced growth in total revenues of 18% to \$694.0 million and in Operating Cash Flows of 109% to \$137.5 million versus 1H06.
On a Reported Statutory basis for 1H07, Net Profit after OEI was \$119.3 million and Basic Earnings per Share was 19.91 cents (see Appendix 4D).
Headline Management Adjusted Results (figures in USD unless otherwise stated) as follows:
- Management Earnings per Share (post OEI) rose from 8.82 cents (1H06) to 17.86 cents per share (up 102%);
- Total Operating revenues reached \$694.0 million (an increase of 18% on 1H06); $\bullet$
- Net Operating Cash Flow for 1H07 was \$137.5 million (an increase of 109% on 1H06), whilst Free Cash Flow grew 153% to \$129.7 million;
- Management Adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (Management EBITDA) were up 89% on 1H06 to \$188.7 million;
- Management EBITDA margin increased from 17% (1H06) to 27% (1H07);
- Net profit after OEI (on a Management Adjusted basis) was \$107.0 million (an increase of 104% on Management Net profit after OEI for 1H06);
- Interim dividend of AUD 8.0 cents per share unfranked payable on 23rd March 2007 (record date $\bullet$ . of 5th March 2007, declared and to be paid in Australian dollars) ;
- Operating expenses were \$506.3 million, an increase over the prior corresponding period of 3%;
- Days Sales Outstanding as at 31 Dec 2006 fell to 45 days from 53 days at 31 Dec 2005;
- Capital expenditure was \$7.8 million (1H06; \$14.6m); and
- Net Debt to Management EBITDA ratio fell from 1.68 times at 30 June 2006 to 0.97 times at 31 Dec 2006.
The Directors and Management have determined that the exclusion of certain items permits 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 and these are outlined in the table below. The Company acknowledges that the adjustments are likely to differ from those reported in the statutory EPS calculation in accordance with AIFRS requirements.
Page 2 of 9 News Release 14 February 2007 Half Year Results

| Reconciliation – Statutory Accounts to Management Adjusted Results | |
|---|---|
| 1H07 | $\overline{USD}$ 000's |
| Net profit after tax as per Statutory Accounts | 119,345 |
| Management Adjustments (after tax) | |
| Profit on sale of Analytics | (7, 951) |
| Acquisition provisions no longer required | (1,855) |
| US restructuring provisions related to property rationalisation | 1,483 |
| Marked to market adjustments on derivatives | (205) |
| Client list amortisation | 1,193 |
| Tax losses recognised | (4, 977) |
| Total Management Adjustments | (12, 312) |
| Net profit after tax as per Management Adjusted Results | 107,033 |
| (details of the management adjustment items can be found on page 5) |
Commentary
Computershare experienced another robust half of revenue growth and this, coupled with continual focus on controllable costs, was instrumental in delivering outstanding earnings and cash flow growth. Pleasingly, the outcomes were driven by improved performance in many businesses. The result was a record half on the back of sustained merger and acquisition activity, growing corporate action revenues, and comparatively more favourable interest rate levels.
Whilst positive contributions were widespread, the most significant improvements over 1H06 came from major businesses in the UK, Australia, Canada and the US. The UK continued the turnaround commenced in 2H06. The Australian operations recovered from a softer FY06 on the back of increased corporate action activity. Canada also benefited from a strong corporate actions environment. Continued accelerated delivery of synergies from the Equiserve acquisition along with increased corporate action activity and further strong fund services revenues drove an excellent US result. Along with significant IPO activity in Hong Kong and healthy merger and acquisition conditions globally, these factors resulted in EPS growth of 102% on the same period last year. Notably, EBITDA margins grew from 17% (1H06) to 27% (1H07).
Computershare's recently appointed CEO, Stuart Crosby, said, "The most pleasing aspect to this exceptional result is that there are important contributions from across our business lines and from a range of different markets. Equity and interest rate market conditions remain favourable and the full year outlook is increasingly promising".
Looking forward Mr Crosby said, "There is still much to do. Going forward our major focuses are three: Firstly, continue to drive operations quality and efficiency through measurement, benchmarking and technology. Second, improve our front office skills to protect and drive revenue. And third, as ever, to seek acquisition and other growth opportunities where we can add value and enhance returns for our shareholders".
Page 3 of 9 News Release 14 February 2007 Half Year Results

Asia Pacific results improved markedly over 1H06 as a consequence of higher revenues in all Australian businesses as well as Hong Kong, whilst New Zealand, India and Japan were flat. Investor Services and Communication Services businesses in Australia benefited most from high corporate action activity and Hong Kong saw continued IPO work from Chinese companies like ICBC (largest IPO ever conducted globally) push revenues to record highs. EBITDA for Asia Pacific was 72% higher than the same period last year.
EMEA made a spectacular recovery from the lows of 1H06. Changes to the cost structure and client wins in late 2005 in the UK were reflected in the 2H06 turnaround, and continued to deliver improved results in 1H07. Significant corporate actions such as Standard Life (demutualisation) and BAA (takeover), along with contributions from the IML business, Plans and Communication Services, underpinned the recovery. Smaller EMEA operations such as the German and Irish businesses were relatively flat half on half. Russia continues to grow, with the result enhanced through the consolidation of NRC following the increase to a 65% stake. EBITDA for EMEA grew in excess of 340% in comparative terms, albeit from a low base.
After an exceptional FY06, North America maintained strong revenue and earnings momentum for 1H07. Both the US and Canada benefited from M&A activity and higher interest rate levels on a comparative basis. The US also experienced revenue growth in Plans and Small Shareholder Programs/Post Merger Clean-up businesses. Whilst there were substantial improvements in other parts of the globe, North America still contributed 58% of Group EBITDA and grew earnings by 61% versus 1H06.
The migration from Equiserve systems is largely complete, with just 3 clients and some closed end funds still to be converted from more than 2,300 registers. The Fairway and STS systems are no longer utilised and the DLV and SINQ systems will be closed in April 2007.
Dividend
As reported in the Market Announcement dated 13 December 2006, the Company will continue to declare and pay ordinary share dividends in Australian dollars. The Company announces an interim dividend of AUD 8 cents per share unfranked, payable on 23rd March 2007 (record date of 5th March 2007), which follows the final dividend of AUD 7 cents per share unfranked for FY06 paid in September 2006.
On-market Ordinary Share Buy-Back
On 15th November 2006 Computershare announced an on-market buy back of up to 25 million ordinary shares. The buy back was to begin no earlier than 30 November 2006 and continue for up to six months. During 1H07 the company purchased and cancelled 650,000 ordinary shares at a total cost of AUD 5.68 million. From 31 December 2006 to the date of this announcement the company had purchased an additional 675,000 shares at a cost of AUD 5.82 million.
Balance Sheet Overview
The Company's financial position remains sound with total assets of \$1,663.7 million, financed by shareholders' funds of \$815.1 million at 31 Dec 2006.

Computershare's total current funding facility is \$634.9 million, with net borrowings falling to \$320.7 million at 31 Dec 2006 (from \$403.7 million at 30 June 2006). Gross borrowings at 31 Dec 2006 amounted to \$430.7 million, 10% lower than six months ago.
The Company focuses primarily on the Net Debt to Management EBITDA ratio from a gearing perspective and this has fallen from 1.68 times at 30 June 2006 to 0.97 times at 31 Dec 2006.
Capital expenditure for the six months was \$7.8 million, down 47% on 1H06.
Operating Costs - Overview
Operating costs were largely contained in 1H07, having increased 3% versus Revenue growth of 18%. Total personnel costs (including technology) represent over 70% of total controllable costs and were restricted to an increase of 5% over the corresponding prior period.
Total technology spend for the six months was \$61.7m, which was 5% lower than 1H06. This spend was positively impacted by the synergies extracted from the former Equiserve business. The total spend included \$21.1m (1H06:\$18.8m) in research & development expenditure, which was expensed during the period despite being of a capital nature. The technology costs to sales revenue ratio was 9% for the half.
Distribution of Revenue/EBITDA (comparisons to corresponding period)
Regionally, revenues and EBITDA results were apportioned as follows:
| Revenue | EBITDA | |||
|---|---|---|---|---|
| 1H07 | 1H06 | 1H07 | 1H06 | |
| North America | 56% | 59% | 58% | 68% |
| Asia/Pacific | 23% | 21% | 21% | 23% |
| EMEA | 21% | 20% | 21% | 9% |
Management Adjustments
The Company will continue to provide a summary of Post Tax Management Adjustments in an effort to help Investors understand the comparative operating performance of the business.
The sale of certain Analytics assets (as described in a Market Announcement dated 26 May 2006) on 1 July 2006 resulted in a gain of \$7.95m which due to its non-recurring nature is included in management adjustments.
Acquisition provisions (\$1.9m) raised largely during the Equiserve purchase that were not required were reversed.
A restructuring provision has been established for expected costs (\$1.5m) related to rationalisation in the US that follows the Company taking on leases on various properties through acquisitions.
Page 5 of 9 News Release 14 February 2007 Half Year Results

Derivatives that have not received hedge designation are marked to market at balance date and taken to profit & loss. As the valuations (gain of \$0.2m) relate to future estimated cash flows they are excluded from underlying financial analysis.
Customer contracts and other intangible assets are recognised separately from goodwill on acquisition and amortised over the appropriate life. This amount (\$1.2m) is added back to earnings as occurred previously with goodwill amortisation under AGAAP.
Tax losses in the US (\$5.0m) that were not booked because their recognition was not virtually certain have now been recognised through the profit and loss.
Outlook for Financial Year 2007
In light of the excellent first half result and the continuation of favourable equity and interest rate market conditions, the Company is expecting to report annual earnings numbers (reflected in Management EPS) approximately 50% higher than last year. Any guidance beyond the current year will depend on market activity and will be provided at the company's annual release in August 2007.
About Computershare Limited (CPU)
Computershare (ASX:CPU) is a global leader in share registration, employee equity plans, proxy solicitation and other specialized financial and communication services. Many of the world's largest companies employ our innovative solutions to maximize the value of their relationships with investors, employees, customers and members.
Computershare has approximately 10,000 employees across the world and serves 14,000 corporations and 100 million shareholders and employee accounts in 17 countries across five continents. For more information, visit www.computershare.com
Certainty Ingenuity Advantage
For further information:
Mr Darren Murphy Head of Treasury and Investor Relations Tel: 61-3-9415 5102 Mobile: 0418 392 687

MARKET ANNOUNCEMENT - APPENDIX
FINANCIAL SUMMARY
The 1H07 result reflects favourable equity market conditions globally that drove strong corporate action revenues, coupled with sustained interest rate levels in North America and interest rate increases in the UK. Focus on controllable costs and the ability to keep cost increases well below the rate of revenue growth also contributed to the exceptional result.
| Management adjusted basis | 6 mths to Dec 2006 |
6 mths to Dec 2005 |
% Variance |
|---|---|---|---|
| Revenue | \$694.0m | \$588.1m | 18% |
| EBITDA | \$188.7m | \$99.7m | 89% |
| NPAT | \$107.0m | \$52.5m | 104% |
| EPS (USD cents) | 17.86 | 8.82 | 102% |
| Dividend per share (AUD cents) | 8.0 | 6.0 | 33% |
Strong cash flow generation from operations driven by increased revenues, controlled cost management and continued focus on working capital resulted in an increase of 109% in cash flow from operations on the same period last year. Free cash flow, helped by low capital expenditure, also improved substantially on a comparative basis. As expected, these improvements coupled with an absence of large acquisitions enabled the Company to reduce the Net Debt to EBITDA metric dramatically.
| Cash flow & Financing | 6 mths to Dec 2006 |
6 mths to Dec 2005 |
Variance |
|---|---|---|---|
| Cash flow from Operations | \$137.5m | \$65.8m | 109% |
| Free cash flow | \$129.7m | \$51.3m | 153% |
| Days Sales Outstanding | 45 days | 53 days | 8 days |
| Net Debt to Management EBITDA | 0.97x | 1.68x | 0.71x |
MARKET ANNOUNCEMENT - APPENDIX
Revenue Analysis
| Comparatives | 6 mths to Dec 2006 \$ millions |
6 mths to Dec 2005 \$ millions |
% Variance |
|---|---|---|---|
| Registry Maintenance | 331.1 | 284.6 | 16% |
| Corporate Actions | 141.6 | 92.1 | 54% |
| Stakeholder Relationship Management | 34.2 | 35.4 | (3%) |
| Employee Share Plans | 58.2 | 44.2 | 32% |
| Communication Services | 37.2 | 31.7 | 17% |
| Fund Services | 73.1 | 67.2 | 9% |
| Technology and Other Revenue | 18.6 | 32.8 | (43%) |
| Total | 694.0 | 588.0 | 18% |
Revenue Analysis
Revenues grew 18% in comparison to 1H06. The growth came predominantly from existing businesses, with the most significant revenue uplift experienced in corporate actions and employee share plans whilst strong contributions from registry maintenance and communication services were also seen.
Register Maintenance revenues grew 16% on 1H06 driven by improvements in all major markets (US, Canada, UK and Australia) and a significant uplift in Hong Kong following the spate of IPOs out of China. Smaller US and Canadian Transfer Agency acquisitions midway through 1H06 also contributed to growth over the prior period.
Growth in Corporate Action revenues was outstanding at 54%, with Australia, UK, US, Canada and in particular Hong Kong deriving strong revenues on the back of continued global M&A strength and IPO activity. Smaller businesses such as New Zealand and South Africa were down on the same period last year whilst Ireland was flat.
Stakeholder Relationship Management revenues were 3% lower than 1H06, a satisfactory result given the sale of the majority of Analytics assets on 1 July 2006. Corporate Proxy activity picked up in Australia, UK and Canada, contributing to the acceptable outcome.
Employee Share Plans revenue growth was exceptional, with the UK delivering substantial growth, supported by higher revenues in Australia and the US. Canadian revenues grew on the back of the National Bank employee plan business.
Computershare Communication Services (formerly Document Services) external revenues were \$37.2m. In addition to Communication Services external revenue, there is approximately \$63.0m of intersegment revenues (1H06; \$31.0m) that are included in the revenue of other businesses where there is a client-facing relationship. Inter-segment revenues were particularly strong in Australia on the back of corporate actions and in the US as a result of new relationships forged with former Equiserve clients.

MARKET ANNOUNCEMENT - APPENDIX
Fund Services revenue grew 9% in comparative terms, exceeding the outstanding result recorded in 1H06.
External technology revenues fell substantially on a comparative basis following the sale of the Markets Technology business, which was effective end of January 2006.
Margin income contributed \$84.0m to revenue (1H05; \$52.1m), substantial growth as a result of higher interest rate levels and higher cash balances. Recoverable income grew from \$111.8m in 1H06 to \$132.9m, an increase of 19%, in line with revenue growth.
Operating Cost Analysis
| Comparatives | 6 mths to Dec 2006 \$ millions |
6 mths to Dec 2005 \$ millions |
% Variance |
|---|---|---|---|
| Cost of Sales | 138.9 | 144.5 | (4%) |
| Personnel (excl Technology) | 218.8 | 210.4 | 4% |
| Occupancy | 28.9 | 26.0 | 11% |
| Other direct | 41.9 | 30.2 | 39% |
| Technology services | 61.3 | 63.2 | (3%) |
| Corporate | 16.5 | 15.3 | 8% |
| Total | 506.3 | 489.5 | 3% |
Operating costs were well contained, increasing only 3% on 1H06 despite an 18% increase in revenues.
TAXATION
The normalised effective tax rate for 1H07 was 30.6% (1H06; 27.1%), having increased largely due to higher earnings in jurisdictions in which corporate tax rates are higher.
ASX PRELIMINARY HALF-YEAR REPORT Computershare Limited ABN 71 005 485 825
31 December 2006
Lodged with the ASX under Listing Rule 4.2A.3.
This information should be read in conjunction with the 30 June 2006 Annual Report,
Contents
| Results for Announcement to the Market (Appendix 4D item 2) | |
|---|---|
| Half-year report $(ASX)$ Listing rule 4.2A1) | |
| Supplementary Appendix 4D Information (Appendix 4D items 3 to 9) | 26. |
| Corporate Directory | 28 |
This half year report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial report is presented in United States dollars.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 December 2006 (Previous corresponding period half-year ended 31 December 2005) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| US\$ $^{\circ}000s$ |
||||
|---|---|---|---|---|
| Revenue from ordinary activities (Appendix 4D item 2.1) |
up | $17.8\%$ | to | 690.985 |
| Profit/(loss) from ordinary activities after tax attributable to members $\langle Appendix\ 4D\ item\ 2.2\rangle$ |
up | 141.1% | to | 119.345 |
| Net profit/(loss) for the period attributable to members (Appendix 4D item 2.3) |
up | 141.1% | to. | 119.345 |
| Dividends (Appendix 4D item 2.4) |
Amount per security | Franked amount per security |
|---|---|---|
| Final dividend (prior year) | AU 7.0 cents | Nil |
| Interim dividend | $AU$ 8.0 cents | Nil |
Record date for determining entitlements to the interim dividend 5 March 2007 (Appendix 4D item $2.5$ )
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half year is \$690,985,174 an increase of 17.8% over the last corresponding period. The increase in revenues is from a wide range of businesses in all regions in which the company operates. The most significant revenue uplift was in the registry maintenance and corporate action businesses. The increase in margin income is a result of both higher interest rate levels and cash balances.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6) The current half year EBITDA result is \$199,062,087 including non recurring items, an increase of 109.0% from the prior year. Net profit after tax attributable to members is \$119,345,203 an increase of 141.1% from the prior year. The increase is primarily driven by sustained merger and acquisition activity, growing corporate action revenues, favourable interest rate levels on a comparative basis and sustained cost control.
The Group's effective tax rate is 26.7% for the half year ended 31 December 2006 which includes the benefit of recognising previously unbooked tax losses (refer individually significant items). The Group's effective tax rate for the comparative six month period was 25.5%.
Gross margins have increased half year on half year primarily due to the increase in revenues, as noted above, and the continual focus on controllable costs.
Explanation of Net Profit/(loss) (Appendix 4D item 2.6)
Please refer above.
Explanation of Dividends (Appendix 4D item2.6)
The company has announced an interim unfranked dividend for the 2006/07 financial year of AU 8.0 cents per share.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2006
Contents
| Directors Report | 4 |
|---|---|
| Consolidated income statement | 7 |
| Consolidated balance sheet | 8 |
| Consolidated statement of changes in equity | 9 |
| Consolidated cashflow statement | 10 |
| Notes to the consolidated financial statements | 11 |
| Directors' declaration | 22. |
| Statement to the Board of Directors | 23 |
| Independent review report to the members | 24. |
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2006 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' REPORT
The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial half-year ended 31 December 2006.
DIRECTORS
The names of the directors of the Company in office during the whole of the half-year and up to the date of this report, unless otherwise indicated, are:
Non-executive Alexander S Murdoch Philip D De Feo William E Ford Dr Markus Kerber Anthony N Wales Simon D Jones A Leslie Owen Appointed 1 February 2007
Executive
| Christopher J Morris | Managing Director and Chief Executive Officer until 15 November 2006, |
|---|---|
| appointed Executive Chairman on 16 November 2006 | |
| W Stuart Crosby | Appointed Managing Director and Chief Executive Officer on 16 November |
| 2006 | |
| Penelope J Maclagan |
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the course of the half year were the operation of Investor Services, Plan Services, Communication Services (formerly Document Services), Stakeholder Relationship Management Services, Technology Services and Corporate Services.
- The Investor Services operations comprise the provision of share registry and related services.
- The Plan Services operations comprise the provision and management of employee share and option plans.
- The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.
- The Stakeholder Relationship Management Services Group provide investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
- Technology Services include the provision of software specializing in share registry and $\bullet$ financial services.
- Corporate Services include trust services and acting as trustee for clients' debt offerings in certain markets.
Specific Computershare subsidiaries are registered securities transfer agents. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the Group is subject to regulation by various federal, provincial and state agencies and undergoes periodic examinations by those regulatory agencies.
REVIEW OF OPERATIONS
Basic earnings per share have increased 139.6% to 19.91 cents. The Group has recorded an operating profit before tax of \$168.0 million for the half-year ended 31 December 2006 (2005: \$69.2 million). Total revenue has increased 17.8% to \$691.0 million (2005: \$586.7 million) and operating cash flows have increased 108.9% to \$137.5 million (2005: \$65.8 million).
The result for the six months to 31 December 2006 reflects the improved performances in many businesses, sustained merger and acquisition activity growing corporate action revenues, favourable interest rate levels on a comparative basis and sustained cost control.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' REPORT
The following significant changes in the nature of the activities of the consolidated entity occurred during the half-year:
- $a)$ On 26 May 2006 Computershare announced a global strategic alliance with Thomson Financial Group. To facilitate the alliance, certain assets of the Analytics business have been sold to Thomson effective 1 July 2006. To facilitate the ongoing strategic relationship, Computershare and Thomson have executed an alliance and data provision agreement designed to align and leverage each organisation's complementary product offerings in their respective core markets.
- b) On 17 October 2006. Computershare acquired an additional 20% of the National Registry Company for USD 6 million cash. From this date onwards the results of the National Registry Company have been consolidated by the Computershare Group as this increased its ownership interest to 65%.
- On 17 October 2006, Computershare acquired 40% of Registrar Nikoil Company JSC for e). USD 9.2 million eash.
CONSOLIDATED PROFIT
The consolidated profit of the consolidated entity for the half-year was \$119,345,203 after deducting income tax and outside equity interests.
DIVIDENDS
The following dividends of the consolidated entity 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 2006 was declared on 15 August 2006 and paid on 22 September 2006. This was an ordinary dividend of AU 7.0 cents per share, unfranked (US 5.3 cents per share), amounting to AU \$41,960,069 (US \$31,961,268).
- An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 23 March 2007, is an unfranked ordinary dividend of AU 8.0 cents per share, amounting to AU \$48,000,324 based on shares on issue as at 31 December 2006. The dividend was not declared until 14 February 2007 and accordingly no provision has been recognised at 31 December 2006.
ROUNDING OF AMOUNTS
The parent entity is a company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the consolidated financial statements and the Directors' report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditor's signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.
Signed in accordance with a resolution of the directors.
C. J. Morris, Executive Chairman 14 February 2007
$46 - 1$
S. Crosby, Managing Director
PRICEWATERHOUSE COPERS
PricewaterhouseCoopers ABN 52 780 433 757
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999
Auditor's independence declaration
As lead auditor for the review of Computershare Limited for the half year ended 31 December 2006, I declare that to the best of my knowledge and belief, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
- b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Computershare Limited and the entities it controlled during the period.
Anon Gay
Simon Gray Partner PricewaterhouseCoopers
Melbourne 14 February 2007
Liability limited by a scheme approved under Professional Standards Legislation
| Note | Half-year | |||
|---|---|---|---|---|
| 2006 | 2005 | |||
| US \$000 | US \$000 | |||
| Revenues from continuing operations | ||||
| Sales revenue | 687,864 | 583,638 | ||
| Other revenue | 3,121 | 3,075 | ||
| Total revenue from continuing operations | 690,985 | 586,713 | ||
| Other income | 12,894 | 1,315 | ||
| Expenses | ||||
| Direct services | 437,038 | 444,399 | ||
| Technology services | 68,265 | 46,149 | ||
| Corporate services | 15,686 | 17,044 | ||
| Finance costs | 15,896 | 12,346 | ||
| Total expenses | 536,885 | 519,938 | ||
| Share of net profit/(loss) of associates and joint ventures | ||||
| accounted for using the equity method | 1,030 | 1,092 | ||
| Profit/(loss) before related income tax expense | 168,024 | 69,182 | ||
| Income tax expense | 3 | 44,784 | 17,618 | |
| Profit for the half year | 123,240 | 51,564 | ||
| Profit attributable to minority interests | 3,895 | 2,061 | ||
| Profit attributable to members of the parent entity | 119,345 | 49,503 | ||
| Basic earnings per share (cents per share) | 8 | 19.91 | 8.31 | |
| Diluted earnings per share (cents per share) | 8 | 19.90 | 8.28 |
The above income statements should be read in conjunction with the accompanying notes.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2006 31 December 2006
| 31 December 2006 | 30 June 2006 | |
|---|---|---|
| US \$000 | US \$000 | |
| CURRENT ASSETS | ||
| Cash assets Receivables |
110,007 | 72,801 205,843 |
| Available-for-sale financial assets at fair value | 209,990 | 720 |
| Other financial assets | 825 | 21,093 |
| Inventories | 21,818 | 7,110 |
| Current tax assets | 7,421 2,687 |
1,478 |
| Derivative financial instruments | 495 | 394 |
| Other current assets | 17,996 | 17,345 |
| Assets of disposal group held for sale | 11,691 | |
| Total Current Assets | 371,239 | 338,475 |
| NON-CURRENT ASSETS | ||
| Receivables | 10,117 | 5,578 |
| Investments accounted for using the equity method | 10,284 | 8,900 |
| Available-for-sale financial assets at fair value | 16,962 | 2,264 |
| Property, plant & equipment | 71,004 | 74,321 |
| Deferred tax assets | 58,458 | 60,077 |
| Derivative financial instruments | 3,391 | 1,362 |
| Intangibles | 1,117,483 | 1,111,310 |
| Other | 4,788 | 506 |
| Total Non-Current Assets | 1,292,487 | 1,264,318 |
| Total Assets | 1,663,726 | 1,602,793 |
| CURRENT LIABILITIES | ||
| Payables | 202,020 | 209,300 |
| Interest bearing liabilities | 2,195 | 2,617 |
| Current tax liabilities | 33,045 | 10,242 |
| Provisions | 21,958 | 20,261 |
| Derivative financial instruments | 436 | 1,185 |
| Deferred consideration | 17,009 | 22,015 |
| Total Current Liabilities | 276,663 | 265,620 |
| NON-CURRENT LIABILITIES | ||
| Payables | 4,727 | 5,813 |
| Interest bearing liabilities | 428,487 | 473,903 |
| Deferred tax liabilities | 22,395 | 16,649 |
| Provisions Derivative financial instruments |
62,738 | 64,744 |
| Deferred consideration | 15,973 | 28,800 39,797 |
| Other | 30,361 7,288 |
7,599 |
| Total Non-Current Liabilities | 571,969 | 637,305 |
| Total Liabilities | 848,632 | 902,925 |
| NET ASSETS | 815,094 | 699,868 |
| EQUITY | ||
| Parent entity interest | ||
| Contributed equity - ordinary shares | 419,506 | 418,419 |
| Reserves | 41,887 | 23,475 |
| Retained profits | 338,510 | 251,125 |
| Total parent entity interest | 799,903 | 693,019 |
| Minority interest Total Equity |
15,191 815,094 |
6,849 699,868 |
The above balance sheets should be read in conjunction with the accompanying notes.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2006
| Note Half-year |
|||
|---|---|---|---|
| 2006 | 2005 | ||
| US \$000 | US \$000 | ||
| Total equity at the beginning of the half year | 699,868 | 603,243 | |
| Adjustment on adoption of AASB 132 and AASB 139, | |||
| net of tax: | |||
| Retained profits | (75) | ||
| Reserves | 4,527 | ||
| Restated total equity at the beginning of the year | 699,868 | 607,695 | |
| Available-for-sale financial assets, net of tax | 2,586 | 890 | |
| Cash flow hedges, net of tax | 4,281 | (4,051) | |
| Exchange differences on translation of foreign | |||
| operations | 9,404 | (966) | |
| Net income recognised directly in equity | 16,271 | (4, 127) | |
| Profit for the half-year | 119,345 | 49,503 | |
| Total recognised income and expense for the year | 135,616 | 45,376 | |
| Transactions with equity holders in their capacity as equity holders: |
|||
| Contributions of equity, net of transaction costs | 7 | 5,558 | 9,027 |
| Dividends provided for or paid | 4 | (31,961) | (26, 866) |
| On market share buy-back, inclusive of transaction | |||
| costs | 7 | (4,327) | |
| On market purchase of shares related to employee share | |||
| plans Equity related deferred consideration |
(44) | (5,785) | |
| Employee share based remuneration reserve, net of tax | (100) | ||
| Equity related contingent consideration | 4,585 | 3,809 | |
| Minority interest | (2, 443) | 1,484 | |
| 8,342 | 1,581 | ||
| (20, 390) | (16,750) | ||
| Total equity at the end of the half-year | 815,094 | 636,321 | |
| Total recognised income and expense for the half-year is attributable to: |
|||
| Members of Computershare Limited | 131,721 | 43,315 | |
| Minority interest | 3,895 | 2,061 | |
| 135,616 | 45,376 |
The above statements of changes in equity should be read in conjunction with the accompanying notes.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASHFLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2006
| Note | Half-year | ||
|---|---|---|---|
| 2006 US \$000 |
2005 US \$000 |
||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers | 716,797 | 605,366 | |
| Payments to suppliers and employees | (549, 529) | (518, 126) | |
| Dividends received | 27 | 11 | |
| Interest paid and borrowing costs | (19, 861) | (12,607) | |
| Interest received | 4,690 | 2,386 | |
| Income taxes paid | (14, 619) | (11,211) | |
| Net cash inflow from operating activities | 9 | 137,505 | 65,819 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments for purchase of controlled entities, net of cash acquired | (2, 394) | (60, 835) | |
| Payments for investment in associated entities and joint ventures | (9,625) | (452) | |
| Payments for investment in listed & unlisted entities | (20, 022) | (1,160) | |
| Payments for property, plant and equipment | (7,573) | (14,604) | |
| Proceeds from sale of assets | 10,923 | 368 | |
| Proceeds from sale of controlled entities, net of cash disposed | 20,932 | ||
| Other | (2, 542) | (255) | |
| Net cash outflow from investing activities | (10, 301) | (76,938) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issues of ordinary shares | 5,558 | 9,026 | |
| Payments for purchase of ordinary shares | (44) | (4,954) | |
| Buy back of ordinary shares | (4,327) | ||
| Proceeds from borrowings | 33,630 | 59,436 | |
| Repayment of borrowings | (89.949) | (56, 334) | |
| Dividends paid - ordinary shares | (31,961) | (26, 866) | |
| Dividends paid - outside equity interest in controlled entities | (2,585) | ||
| Proceeds from finance leases | 2,414 | ||
| Repayment of finance leases | (947) | (2,490) | |
| Net cash outflow from financing activities | (90, 625) | (19,768) | |
| Net increase (decrease) in cash held | 36,579 | (30, 887) | |
| Cash at the beginning of the financial year | 72,801 | 119,744 | |
| Exchange rate variations on foreign cash balances | 627 | 985 | |
| Cash at the end of the half year | 110,007 | 89,842 |
The above cash flow statements should be read in conjunction with the accompanying notes.
1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT
This general purpose financial report for the interim half-year reporting period ended 31 December 2006 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting.
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2006 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the Australian Stock Exchange Listing Rules.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.
The principal accounting policies adopted in the preparation of the financial report are consistent with those of the previous financial year and corresponding interim reporting period, except as noted below:
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). This is consistent with prior reporting periods. The consolidated and parent entity financial statements are presented in US dollars, as a significant portion of the Group's activity is denominated in US dollars. Previously, the Group's presentation currency was AU dollars.
2. INDIVIDUALLY SIGNIFICANT ITEMS
Included in the consolidated income statement are the following items that are significant because of their nature, size or incidence:
For the half year ended 31 December 2006:
| Total US \$000 |
|
|---|---|
| Profit on sale of Analytics (net of tax) | 7.951 |
| Acquisition provisions no longer required (net of tax) | 1,855 |
| US restructuring provisions related to property rationalisations (net of tax) |
(1,483) |
| Marked to market adjustments – derivatives (net of tax) | 205 |
| Client list amortisation (net of tax) | (1,193) |
| Tax losses recognised | 4,977 |
| 12.312 |
For the half year ended 31 December 2005:
| Total US \$000 |
|
|---|---|
| UK restructuring provisions (net of tax) | (3,053) |
| (3,053) |
3. RECONCILIATION OF INCOME TAX EXPENSE
| a) Income tax expense | Half-year | |
|---|---|---|
| 2006 US \$000 |
2005 US \$000 |
|
| Current tax expense | 35,465 | 8,198 |
| Deferred tax expense | 8,034 | 9,394 |
| Under (over) provided in prior years | 1,285 | 26 |
| Total Income expense | 44,784 | 17,618 |
| Deferred income tax (revenue) expense included in | ||
| income tax expense comprises: | ||
| Decrease (increase) in deferred tax assets | 2,431 | (10,075) |
| (Decrease) increase in deferred tax liabilities | 5,603 | 19,469 |
| 8,034 | 9,394 | |
| b) Numerical reconciliation of income tax expense to prima facie tax payable |
||
| Profit from continuing operations before income tax expense | 168,024 | 69,181 |
| 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% | 50,407 | 20,754 |
| Tax effect of permanent differences: | ||
| Non-deductible depreciation | 495. | 323 |
| Research and development allowance | (616) | (509) |
| Tax losses recognised not previously bought to account | (6,016) | (1,138) |
| Tax losses not recognised | 1,073 | |
| Non-assessable capital gains | (2,081) | |
| Share based payments Finance costs |
785. (2,524) |
256 (2, 494) |
| Other deductible items | (4, 441) | (3,382) |
| Other | (106) | 165 |
| Differential in overseas tax rates | 6,523 | 3,617 |
| Prior year tax (over)/under provided | 1,285 | 26 |
| Income tax expense | 44,784 | 17,618 |
| c) Amounts recognised directly in equity | ||
| Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss but directly debited or credited to equity |
||
| Current $tax - credited directly to equity$ | ||
| Net deferred tax - debited (credited) directly to equity | 1,067 | (1,663) |
$1,067$
$(1,663)$
4. DIVIDENDS
| Half-year | |||
|---|---|---|---|
| 2006 | 2005 | ||
| US \$000 | US \$000 | ||
| Ordinary shares | |||
| Dividends provided for or paid during the half year | 31,961 | 26,866 | |
| Dividends not recognised at the end of the half year | |||
| In addition to the above dividends, since the end of the half year the directors have | |||
| declared the payment of an unfranked interim dividend of AU 8.0 cents per fully | |||
| paid ordinary share $(2006 - AU 6.0 \text{ cents}, \text{unfranked})$ . As the dividend was not | |||
| declared until 14 February 2007, a provision has not been recognised as at 31 | |||
| December 2006. |
5. BUSINESS COMBINATION
The following controlled entity was acquired by the consolidated entity at the date stated and its operating results have been included in the income statement from the relevant date.
On 17 October 2006, Computershare acquired an additional 20% of the National Registry Company for USD 6 million cash. From this date onwards the results of the National Registry Company has been consolidated by the Computershare Group as this increased its ownership interest to 65%. The total revenue and net profit consolidated for the three months is not material to the Group.
The assets and liabilities arising from the acquisition are as follows:
| NRC | |
|---|---|
| Acquiree's carrying amount US \$000 |
|
| Cash | 19,480 |
| Receivables | 1,048 |
| Property, plant and equipment | 150 |
| Other financial assets | 2,519 |
| Tax assets | 443 |
| Other assets | 356 |
| Payables | (5,202) |
| Net Assets | 18.794 |
The carrying values at the date of acquisition were equal to the fair value for all net assets acquired.
Where acquisitions have been made during the period, the company has 12 months from acquisition date in which to finalise the necessary accounting, including the calculation of goodwill. Until the expiry of the 12 month period provisional amounts have been included in the consolidated results.
In accordance with accounting policy the acquisition accounting for the National Bank Trust, Sun Trust Bank Inc, Lord Securities and Financial BPO business combinations has been finalised. The following adjustments have been made to the provisional values recognised during the current reporting period:
TIC COOL
| - บรรวิยม | |
|---|---|
| Recognition of intangible assets separately from goodwill | 13.359 |
6. SEGMENT INFORMATION
The consolidated entity operates predominantly in three geographic segments: Asia Pacific; Europe, Middle East & Africa (EMEA) and North America.
Asia Pacific includes Australia, the home country of the parent entity, plus New Zealand, India and Hong Kong. The EMEA region comprises of operations in the UK, Ireland, Germany, South Africa and Russia. North America includes the US and Canada.
In each region the consolidated entity operates in six business segments: Investor Services, Plan Services, Communication Services (formerly Document Services), Stakeholder Relationship Management Services, Technology Services and Corporate.
The Investor Services operations comprise the provision of share registry and related services. The Plan Services operations comprise the provision and management of employee share and option plans. Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Stakeholder Relationship Management Services Group comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants. Technology Services include the provision of software specializing in share registry and financial services. Intersegment charges are at normal commercial rates.
PRIMARY BASIS - Geographic Segments December 2006
| Major geographic segments |
Asia Pacific | EMEA | North America |
Unallocated/ Eliminations |
Consolidated Total |
|---|---|---|---|---|---|
| US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | |
| Revenue | |||||
| External revenue | 156,489 | 147,615 | 384,518 | 2,363 | 690,985 |
| Intersegment revenue | 9.367 | 6,866 | 1,210 | (17, 443) | |
| Total segment revenue | 165,856 | 154,481 | 385,728 | (15,080) | 690,985 |
| Other income | 7,097 | 1,911 | 3,886 | 12,894 | |
| Segment result | |||||
| Profit/(loss) from ordinary activities | |||||
| before income tax | 35,540 | 37,965 | 92,488 | 2,031 | 168,024 |
| Income tax expense | (44,784) | ||||
| Profit from ordinary activities after | |||||
| income tax | 123,240 | ||||
| Depreciation | 3,718 | 3,778 | 3,719 | 11,215 | |
| Other non-cash expenses | 2,155 | 322 | 2,952 | 5,429 | |
| Liabilities | |||||
| Total segment liabilities | 57,807 | 86,993 | 653,484 | 50,348 | 848,632 |
| Assets | |||||
| Total segment assets | 908.626 | 245.073 | 1,778,035 | (1,268,008) | 1,663,726 |
| Carrying value of investments in associates and joint ventures |
|||||
| included in segment assets | 659 | 9,625 | 10,284 | ||
| Segment assets acquired during | |||||
| the reporting period: | |||||
| Property, plant & equipment | 2,725 | 3,190 | 1,998 | 7,913 | |
| Other non current segment assets | 5,201 | 5,201 | |||
| Total | 2,725 | 8,391 | 1,998 | $\blacksquare$ | 13,114 |
6. SEGMENT INFORMATION CONTINUED
PRIMARY BASIS - Geographic Segments December 2005
| Major geographic segments |
Asia Pacific | EMEA | North America |
Unallocated/ Eliminations |
Consolidated Total |
|---|---|---|---|---|---|
| US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | |
| Revenue External revenue Intersegment revenue |
124,813 8,305 |
115,251 5,864 |
343,916 2,622 |
2,734 (16,791) |
586,714 |
| Total segment revenue | 133,118 | 121,115 | 346,538 | (14,057) | 586,714 |
| Other income | 306 | 753 | 105 | 151 | 1,315 |
| Segment result Profit/(loss) from ordinary activities before income tax Income tax expense |
11,308 | 2,285 | 53,243 | 2,346 | 69,182 (17,618) |
| Profit from ordinary activities after income tax |
51,564 | ||||
| Depreciation Other non-cash expenses |
3,030 1,981 |
2,921 160 |
5.838 1,278 |
11,789 3,419 |
|
| Liabilities Total segment liabilities |
65,284 | 79,876 | 750,971 | 43,128 | 939,259 |
| Assets Total segment assets |
802,697 | 181,042 | 1,895,677 | (1,303,836) | 1,575,580 |
| Carrying value of investments in associates and joint ventures included in segment assets |
364 | 5,804 | 6,168 | ||
| Segment assets acquired during the reporting period: Property, plant & equipment |
4,884 | 1,828 | 3,490 | 10,202 | |
| Other non current segment assets | 9,588 | 14,879 | 24,467 | ||
| Total | 14,472 | 1,828 | 18,369 | ÷. | 34,669 |
6. SEGMENT INFORMATION CONTINUED
SECONDARY - Business Segments December 2006
| Stakeholder Relationship Management Services |
Corporate Services |
Communi- cation Services |
Investor Services |
Plan Services |
Technology Services |
Unallocated/ Eliminations |
Consolidated Total |
|
|---|---|---|---|---|---|---|---|---|
| Major business segments | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 |
| Revenue | ||||||||
| External revenue | 33,565 | 953 | 37,235 | 546,800 | 58,178 | 11,891 | 2,363 | 690,985 |
| Intersegment revenue | 1,694 | 77,333 | 63,030 | 3,676 | 567 | 66,485 | (212, 785) | $\overline{\phantom{a}}$ |
| Total segment revenue | 35,259 | 78,286 | 100,265 | 550,476 | 58,745 | 78,376 | (210, 422) | 690.985 |
| Other income | 9,548 | 2,175 | 6 | 1,049 | 116 | 12,894 | ||
| Segment result | ||||||||
| Profit/(loss) from ordinary activities before income tax |
9,269 | (21, 530) | 7,366 | 153,713 | 11,970 | 5,543 | 1,693 | 168,024 |
| Income tax expense | (44,784) | |||||||
| Profit from ordinary activities after income tax |
123,240 | |||||||
| Depreciation | 241 | 419 | 2,244 | 3,290 | 64 | 4,957 | 11,215 | |
| Other non-cash expenses | 26 | 1,794 | 556 | 2,860 | 84 | 109 | 5,429 | |
| Liabilities | ||||||||
| Total segment liabilities | 22,758 | 470,715 | 11,894 | 245,952 | 37,624 | 19,261 | 40,428 | 848,632 |
| Assets | ||||||||
| Total segment assets | 109,246 | 1,322,825 | 61,754 | 1,319,190 | 97,895 | 29,551 | (1,276,735) | 1,663,726 |
| Carrying value of investments in associates and joint ventures included in segment assets |
$\sim$ | ×. | $\sim$ | 10,284 | ÷. | $\overline{a}$ | 10,284 | |
| Segment assets acquired during the reporting period: |
||||||||
| Property, plant & equipment | 579 | 42 | 1,803 | 3,590 | 339 | 1,560 | 7,913 | |
| Other non current segment assets |
$\overline{\phantom{a}}$ | 5,201 | $\overline{\phantom{a}}$ | ÷. | 5,201 | |||
| Total | 579 | 42 | 1,803 | 8,791 | 339 | 1,560 | $\blacksquare$ | 13,114 |
6. SEGMENT INFORMATION CONTINUED
SECONDARY BASIS - Business Segments December 2005
| Stakeholder Relationship Management Services |
Corporate Services |
Communi- cation Services |
Investor Services |
Plan Services |
Technology Services |
Unallocated/ Eliminations |
Consolidated Total |
|
|---|---|---|---|---|---|---|---|---|
| Major business segments | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 | US \$000 |
| Revenue External revenue Intersegment revenue |
34,607 5,308 |
976 14,732 |
33,796 31,014 |
464,191 7,488 |
38,548 340 |
14,272 43,161 |
323 (102, 043) |
586,713 |
| Total segment revenue | 39,915 | 15,708 | 64,810 | 471,679 | 38,888 | 57,433 | (101,720) | 586,713 |
| Other income | 161 | 16 | 57 | (1, 475) | $\boldsymbol{2}$ | (8) | 2,562 | 1,315 |
| Segment result | ||||||||
| Profit/(loss) from ordinary activities before income tax |
(4,949) | (21, 586) | 3,915 | 82,474 | 4,411 | 5,068 | (151) | 69,182 |
| Income tax expense | (17,618) | |||||||
| Profit from ordinary activities after income tax |
51,564 | |||||||
| Depreciation | 448 | 281 | 1,804 | 4,296 | 76 | 4,883 | 11,788 | |
| Other non-cash expenses | 49 | 1,815 | 391 | 1,086 | 41 | 38 | 3,420 | |
| Liabilities | ||||||||
| Total segment liabilities | 7,143 | 549,855 | 9,605 | 298,243 | 32,434 | 18,450 | 23,529 | 939,259 |
| Assets | ||||||||
| Total segment assets | 109,813 | 1,337,107 | 53,661 | 1,262,690 | 104,154 | 32,176 | (1,324,021) | 1,575,580 |
| Carrying value of investments in associates included in segment assets |
$\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 6,168 | $\tilde{\phantom{a}}$ | ÷. | 6,168 | ||
| Segment assets acquired during the reporting period: |
||||||||
| Property, plant & equipment Other non current segment |
598 | 110 | 3,727 | 2,058 | 5 | 3,704 | 10,202 | |
| assets | $\sim$ | 24,467 | $\overline{\phantom{a}}$ | 24,467 | ||||
| Total | 598 | 110 | 3,727 | 26,525 | $\bar{\mathbb{S}}$ | 3,704 | $\blacksquare$ | 34,669 |
Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, inventories, property plant and equipment and goodwill and other intangible assets, net of related provisions. Corporate segment assets also include financial assets. Segment liabilities consist primarily of trade and other creditors, employee entitlements and other provisions. Corporate segment liabilities also include borrowings. Segment assets and liabilities do not include income taxes.
7. EQUITY SECURITIES ISSUED
| Half-vear | Half-year | ||||
|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | ||
| Shares | Shares | US \$000 | US \$000 | ||
| Issues of ordinary shares during the half-year | |||||
| Exercise of options issued under the | |||||
| Computershare Limited Employee Option Plan | 447.500 | 2.331.750 | 920 | 9.027 | |
| Issued as part of acquisitions (option exercise) | 990,000 | $\bullet$ | 4.638 | ||
| Shares bought back on market and cancelled | (650,000) | $\overline{\phantom{a}}$ | (4,327) | ||
| 787.500 | 2.331.750 | 1.231 | 9.027 |
On 15 November 2006, Computershare announced an on-market buy back of up to 25 million ordinary shares for capital management purposes. The buy back commenced no earlier than 30 November 2006 and is being conducted over the ensuing six months. During December 2006 the company purchased and cancelled 650,000 ordinary shares at a total cost of US \$4,326,963 (AU \$5,678,820) with prices ranging from AU \$8.69 to AU \$8.75.
8. EARNINGS PER SHARE
| Calculation of Basic EPS |
Calculation of Diluted EPS |
Calculation of Management Basic EPS |
Calculation of Management Diluted EPS |
|
|---|---|---|---|---|
| US \$000 | US \$000 | US \$000 | US \$000 | |
| Half year end 31 December 2006 | ||||
| Earnings per share (cents per share) | 19.91 cents | 19.90cents | 17.86cents | 17.84cents |
| Net profit | 123,240 | 123,240 | 123,240 | 123,240 |
| Outside equity interest (profit)/loss | (3,895) | (3,895) | (3,895) | (3,895) |
| Exclusion of significant items (note 2) | (12,312) | (12,312) | ||
| Net profit | 119,345 | 119,345 | 107,033 | 107,033 |
| Weighted average number of ordinary shares used as denominator in calculating basic earnings per share |
599,421,051 | 599,421,051 | ||
| Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share |
599,822,176 | 599,822,176 | ||
| Calculation of Basic EPS |
Calculation of Diluted EPS |
Calculation of Management Basic EPS |
Calculation of Management Diluted EPS |
|
| US \$000 | US \$000 | US \$000 | US \$000 | |
| Half year end 31 December 2005 | ||||
| Earnings per share (cents per share) | 8.31 cents | 8.28 cents | 8.82 cents | 8.79 cents |
| Net profit | 51,564 | 51,564 | 51,564 | 51,564 |
| Outside equity interest (profit)/loss | (2,061) | (2,061) | (2,061) | (2,061) |
| Inclusion of significant items (note 2) | 3,053 | 3,053 | ||
| Net profit | 49,503 | 49,503 | 52,556 | 52,556 |
| Weighted average number of ordinary shares used as denominator in calculating basic earnings per share |
595,760,126 | 595,760,126 | ||
| Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share |
597,605,502 | 597,605,502 |
8. EARNINGS PER SHARE CONTINUED
Employee option movements to 31 December 2006 are as follows:
| Issue Date | Expiry Date | Exercise | Number | Number | Number | Number | Number |
|---|---|---|---|---|---|---|---|
| Price | On Issue | Issued | Cancelled | Exercised | On Issue | ||
| AUD- | 30/06/06 | This Year | This vear | This year | 31/12/06 | ||
| 6 Mar 2002 | 5 Feb 2007 | \$2.770 | 309.500 | $\blacksquare$ | (309.500). | ||
| 6 Mar 2002 | 5 Feb 2007 | \$2.520 | 38.000 | $\blacksquare$ | $\mathbf{u}_\mathrm{c}$ | (38,000) | |
| 27 May 2002 | 26 Apr 2007 | \$2.550 | 100.000 | $\bullet$ | $\mathbf{u}$ | (100,000) | |
| Total | 447,500 | $\overline{\phantom{a}}$ | (447,500) |
All employee options were exercised by 31 December 2006. No options have been issued since the half year end.
9. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES
| Half year | ||
|---|---|---|
| 2006 | 2005 | |
| US \$000 | US \$000 | |
| Net profit after income tax | 123,240 | 51,564 |
| Adjustments for non-cash income and expense items: | ||
| - Depreciation and amortisation | 15,142 | 13,711 |
| - (Profit)/loss on sale of assets | (11,066) | 132 |
| - Share of net (profit)/loss of associates accounted for using equity method | (1,030) | (1,092) |
| - Derivative financial instruments | (292) | 1,130 |
| - Other | 626 | (562) |
| Changes in assets and liabilities: | ||
| - (Increase)/decrease in accounts receivable | 716 | 10,470 |
| - (Increase)/decrease in inventory | (7) | (390) |
| - (Increase)/decrease in other assets | 59. | 1,416 |
| - Increase/(decrease) in tax balances | 26,775 | 1,176 |
| - Increase /(decrease) in payables and provisions | (25,670) | (12, 874) |
| - Increase/(decrease) in reserves | 9,012 | 1,138 |
| Net cash provided by operating activities | 137,505 | 65,819 |
10. CONTINGENT LIABILITIES
Contingent liabilities at balance date, not otherwise provided for in these financial statements are categorised as follows:
(a) Guarantees and Indemnities
Guarantees and indemnities of AU \$400,000,000 (30 June 2006: AU \$400,000,000) have been given to the consolidated entity's Australian Bankers by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK)(No. 3) Ltd, Computershare Finance Company Pty Ltd, and Computershare US General Partnership under a Multicurrency Revolving Facility Agreement dated 18 March 2005.
Bank guarantees of AU \$520,000 (30 June 2006: AU \$520,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd.
A bank guarantee of AU \$25,000 (30 June 2006: AU \$4,025,000) has been given in respect of facilities provided to Computershare Ltd.
A bank guarantee of AU \$500,000 (30 June 2006: AU \$500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd.
A bank guarantee of AU \$257,237 (30 June 2006: AU \$257,237) has been given in respect of facilities provided to Computershare Investor Services Pty Ltd.
A bank guarantee of AU \$88,350 (30 June 2006: AU \$88,350) has been given in respect of facilities provided to Computershare Communication Services Limited.
Bank guarantees totalling CAD \$1,800,000 (30 June 2006: CAD \$1,800,000) has been given by Computershare Trust Company of Canada and Computershare Investor Services Inc in respect of standby letters of credit for the payment of payroll.
Guarantees of US \$2,760,861 and AU \$497,713 (30 June 2006: US \$2,760,861 and AU \$497,713) have been given by Computershare Limited as security for bonds in respect of leased premises.
A bank guarantee of HK \$398,197 (30 June 2006: HK \$398,197) has been given by Computershare Hong Kong Investor Services Limited as security for bonds in respect of leased premises.
A bank guarantee of Rand 850,000 (30 June 2006: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.
Guarantees and indemnities of US \$318.500,000 (30 June 2006: US \$318,500,000) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd and Computershare Investments (UK)(No. 3) Ltd under a Note and Guarantee Agreement dated 22 March 2005.
(b) Legal and Regulatory Matters
Due to the nature of operations, certain commercial claims and regulatory investigations in the normal course of business have been made against Computershare in various countries. An inherent difficulty in predicting the outcome of such matters exist, but based on current knowledge and consultation with legal counsel, we do not expect any material liability to the Group to eventuate. The status of all claims and regulatory investigations is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group's Financial Statements.
10. CONTINGENT LIABILITIES CONTINUED
(c) Other
As noted in this financial report, the Group is subject to regulatory capital requirements administered by certain US and Canadian banking commissions and by the Financial Services Authority in the UK. These requirements pertain to the trust company charter granted by the commissions and the Financial Services Authority. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate action by the regulators that, if undertaken, could revoke or suspend the Group's ability to provide trust services to customers in these markets. At all relevant times the Computershare subsidiaries have met all minimum capital requirements. In addition to the capital requirements, a trust company must deposit eligible securities with a custodian. The Group has deposited a certificate of deposit with the Group's custodian in the UK in order to satisfy this requirement.
Computershare Limited (Australia) has issued a letter of warrant to Computershare Custodial Services Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital of at least Rand 500,000,000.
Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries is US \$5,815,558 (30 June 2006: US \$3,593,491). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the parent entity.
In consideration of the Australian Securities and Investments Commission agreeing to allow AU \$5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain financial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Clearing Pty Ltd, an AU \$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Clearing Pty Ltd. The loan was made pursuant to a deed of subordination dated 7 January 2004.
Computershare Limited (Australia), as the parent company, has undertaken to own, either directly or indirectly, all of the equity interests and guarantee performance of the obligations of Computershare Investor Services LLC, Computershare Trust Company Inc, Georgeson Shareholder Communications Inc, Computershare Trust Company of Canada and Computershare Investor Services Inc with respect to any financial accommodation related to transactional services provided by Harris Trust and Savings Bank, Chicago.
11. SIGNIFICANT EVENTS AFTER BALANCE DATE
No matter or circumstance has arisen since the end of the half-year which is not otherwise disclosed within this report or in the consolidated financial statements, that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' DECLARATION
Directors' Declaration
In the directors' opinion:
- $(a)$ the financial statements and notes set out on pages 7 to 21 are in accordance with the Corporations Act 2001, including:
- $(i)$ complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
- $(ii)$ giving a true and fair view of the consolidated entity's financial position as at 31 December 2006 and of its performance, as represented by the results of its operations, changes in equity and its cash flows, for the half-year ended on that date; and
- $(b)$ there are reasonable grounds to believe that Computershare Limited will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the directors.
C.J. Morris, Executive Chairman
$106 - 2$
S. Crosby, Managing Director
Melbourne 14 February 2007
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF THE CEO AND CFO
Statement to the Board of Directors of Computershare Limited
The Chief Executive Officer and Chief Financial Officer state that:
- a) With regard to the integrity of the financial report of Computershare Limited and its controlled entities (the Group) for the half year ended 31 December 2006:
- (i) The financial statements and notes thereto comply with Accounting Standards in all material respects;
- (ii) The financial statements and notes thereto give a true and fair view, in all material respects of the financial position and performance of the company and consolidated entity;
- (iii) In our opinion, the financial statements and notes thereto are in accordance with the Corporations Act 2001; and
- (iv) In our opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due payable.
- b) With regard to the Group's risk management and internal compliance and control systems for the half year ended 31 December 2006:
- (i) The statements made in (a) above regarding the integrity of the financial statements and notes thereto is founded on a sound system of risk management and internal compliance and control systems which, in all material respects, implement the policies adopted by the Board;
- (ii) The risk management and internal compliance and control systems to the extent they relate to financial reporting are operating effectively and efficiently, in all material respects, based on the risk management model adopted by the company; and
- (iii) Nothing has come to our attention since 31 December 2006 that would indicate any material change to the statements in $(i)$ and $(ii)$ above.
$46 - 2$
S. Crosby Chief Executive Officer
T.F. Honan Chief Financial Officer
14 February 2007

INDEPENDENT AUDITOR'S REVIEW REPORT
to the members of Computershare Limited
PricewaterhouseCoopers ABN 52 780 433 757
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Computershare Limited, which comprises the balance sheet as at 31 December 2006, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, other selected explanatory notes and the directors' declaration for the Computershare Limited Group (the consolidated entity). The consolidated entity comprises both Computershare Limited (the company) and the entities it controlled during that halfyear.
Directors' Responsibility for the Half-Year Financial Report
The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor's Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2006 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Computershare Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
For further explanation of a review, visit our website http:/www.pwc.com/au/financialstatementaudit.
Liability limited by a scheme approved under Professional Standards Legislation.
PRICEWATERHOUSE COPERS
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.
Our review did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Computershare Limited is not in accordance with the Corporations Act 2001 including:
(a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2006 and of its performance for the half-year ended on that date; and
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Pricavatenan K CooperT
PricewaterhouseCoopers
Knon Gray
S. Gray Partner
Melbourne 14 February 2007
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
| NTA Backing (Appendix 4D item 3) | ||
|---|---|---|
| 31 December 2006 | 31 December 2005 | |
| Net tangible asset backing per ordinary share | (0.63) | (0.80) |
Controlled entities acquired or disposed of (Appendix 4D item 4)
| Acquired | National Registry Company |
|
|---|---|---|
| Date control gained Contribution to profit/(loss) from |
17 October 2006 | |
| ordinary activities after tax in current period, where material Profit/(Loss) from ordinary activities after tax during the whole of the |
Immaterial | |
| previous corresponding period, where material |
Immaterial | |
| Disposed of | Georgeson Shareholder Analytics (UK) |
|
| Limited | Hlulumiti Limited | |
| Date control lost | 1 July 2006 - | 1 July 2006 |
| Contribution to profit/(loss) from ordinary activities after tax in current |
Immaterial | Immaterial |
| period, where material Profit/(Loss) from ordinary activities after tax during the whole of the |
||
| previous corresponding period, where | ||
| material | Immaterial | Immaterial |
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2006 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend | Franked amount per security |
Foreign sourced dividend amount per security |
|---|---|---|---|---|---|---|
| 8 September 2006 | 22 September 2006 | Final | AU 7 cents | AU \$41,960,069 | Snil | |
| 5 March 2007 | 23 March 2007 | Interim | AU 8 cents | AU \$47.946,325* | \$nil |
* based on 599,329,059 shares on issue as at 9 February 2007.
Dividend reinvestment plans (Appendix 4D item 6)
The company has no dividend reinvestment plan in operation.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
Associates and Joint Venture entities (Appendix 4D item 7)
| Name | Ownership interest | Aggregate share of profits/(losses) | Contribution to net profit | |||
|---|---|---|---|---|---|---|
| Dec 2006 | Dec 2005 | Dec 2006 | Dec 2005 | Dec 2006 | Dec 2005 | |
| % | $\%$ | US \$000 | US \$000 | US \$000 | US \$000 | |
| Chelmer Limited | 50 | 50 | ||||
| The National Registry Company (a) | 45 | .200 | 3.812 | 940 | l. 172- | |
| Japan Shareholder Services | 50 | 50. | 121 | (154) | 90 | (78) |
| Nikoil (b) | 40 | $\overline{\phantom{a}}$ | 618 | $\overline{\phantom{0}}$ | 471 | $\tilde{\phantom{a}}$ |
a) On 17 October 2006, the Computershare group acquired an additional 20% of National Registry Company. Above results are only for the 5 months ending 30 November 2006. From this date onwards, the results and balance sheet of the entity have been consolidated by Computershare Group.
b) On 17 October 2006, the Computershare Group acquired 40% of Registrar Nikoil Company JSC.
Foreign Entities
All foreign entities reports have been prepared under International Financial Reporting Standards.
Audit Status (Appendix 4D item 9)
This report is based on accounts which have been reviewed.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
CORPORATE DIRECTORY
DIRECTORS
Christopher John Morris (Executive Chairman) William Stuart Crosby (Chief Executive Officer) Alexander Stuart Murdoch William E Ford Philip Daniel DeFeo Penelope Jane Maclagan Anthony Norman Wales Dr Markus Kerber Simon David Jones Arthur Leslie Owen
COMPANY SECRETARIES
Dominic Matthew Horsley Katrina Diana Bobeff
REGISTERED OFFICE
Yarra Falls 452 Johnston Street Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500
STOCK EXCHANGE LISTING
Australian Stock Exchange Limited
BANKERS
National Australia Bank Limited 500 Bourke Street Melbourne Victoria 3000
Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne Victoria 3000
The Royal Bank of Scotland Plc Corporate and Institutional Banking 135 Bishopsgate London EC2M 3UR
SOLICITORS
Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000
AUDITORS
PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank Victoria 3006
SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5087 Facsimile +61 3 9473 2500
Computershare Limited Half Year Results 2007 Presentation
Stuart Crosby Tom Honan
14 February 2007

INGENUITY ADVANTAGE CERTAINTY



Stuart Crosby President & CEO


- Management EPS of 17.86 cents, up 102% $\rightarrow$
- Management Net Profit After OEI of US\$107.0m, up 104% $\rightarrow$
- Total Revenue of US\$694.0m, up 18% $\geq$
- Free cash flows of US\$129.7m, up 153% $\rightarrow$
- Operating Costs of US\$506.3m, a 3% increase $\,$
- Days Sales Outstanding at 45 days, down 8 days ⋗
- Final Dividend of 8 cents (AUD) per share $\rightarrow$
Note: all results are in USD except for dividend

A strong result from a broad base
- Performing well across all major business lines and regions $\sum$
-
Standouts: US, UK, Canada, Aus, HK
- Revenue growth a factor but margin growth more important $\left\vert \right\rangle$
- Cost growth 3% vs. sales revenue growth 18% takes Management EBITDA $\rightarrow$ margin from 17% to 27%
- Market cycles (equity and interest rate) favourably aligned $\left\langle \right\rangle$ around the globe

Global Equities Market

Annual M & A Book to Bill Ratio

Introduction
Global Interest Rate Market


Computershare
$\overline{7}$
Computershare Strengths
- Recurring Revenue $-$ >70% of revenue is of a recurring nature $\,>$
- Global Diversification $-$ across 17 countries including growth $\rightarrow$ engines China, India and Russia.
- Exposure to northern hemisphere interest rates $\,>$
- Technological innovation and capabilities enhanced by acquisitions $\geq$
- Integration of businesses demonstrated achievement over many years $\rightarrow$
- Continued strong EPS growth. ≻



In light of the excellent first half result and the continuation of favourable equity and interest rate market conditions, the company is expecting to report annual earnings numbers (reflected in Management EPS) approximately 50% higher than last year. Any guidance beyond the current year will depend on market activity and will be provided at the company's annual release in August 2007.




- $\rightarrow$ Announced 13th December 2006 adoption of US dollars as presentation currency
- $\rightarrow$ Introduced as a result of the increasing contribution of the US businesses to the consolidated results of the Group
- Effective for the financial year beginning $1st$ July 2006 and $\geq$ beyond
-
Today's results are in US dollars

Group Financial Performance - US\$m
| IH07 | IH06 | Variance | |
|---|---|---|---|
| Sales Revenue | 687.9 | 583.6 | 18% |
| Interest & Other Income | 6.1 | 4.4 | 38% |
| Total Revenue | 694.0 | 588.1 | 18% |
| Operating Costs | 506.3 | 489.5 | (3%) |
| Share of Net (Profit)/Loss of Associates | (1.0) | (1.1) | |
| Management EBITDA | 188.7 | 99.7 | 89% |
| Management Adjustments - Revenue/(Expense) | 10.3 | (4.4) | |
| Reported EBITDA | 199.1 | 95.3 | 109% |
| Management EPS | 17.86 | 8.82 | 102% |
Computershare
CPU Revenues Financial
Results Revenue Type $3%$ 11% $5\%$ 2 Register Maintenance 2 Corporate Actions B Stakeholder Relationship Management $8%$ Employee Share Plans 48% ■ Communication Services Fund Services El Technology & Other Revenue $5%$ 20%
Revenue Breakdown - US\$m

| 1H07 | 1H06 | Variance | |
|---|---|---|---|
| Register Maintenance | 331.1 | 284.6 | 16% |
| Corporate Actions | 141.6 | 92.1 | 54% |
| Fund Services | 73.0 | 67.2 | 9% |
| Stakeholder Relationship Mgt | 34.2 | 35.4 | (3%) |
| Employee Share Plans | 58.2 | 44.2 | 32% |
| Communication Services | 37.2 | 31.7 | 17% |
| Technology & Other Revenues | 18.6 | 32.8 | (43%) |
| Total Revenue | 694.0 | 588.0 | 18% |
Note: Included in the revenue results are \$84.0m of Margin Income (1H06: \$52.1m) and \$132.9m of Recoverable Income (1H06: \$111.8m).

Behind the Headline - NPAT IMPACT
US\$000's
Financial®
Results
| 119,345 |
|---|
| (205) |
| 1,193 |
| (7, 951) |
| 1,483 |
| (1,855) |
| (4, 977) |
| 107,033 |
EPS Growth FY05 to FY10
Management EPS

Computershare
Financial
-Results
16
Management EPS Performance

Computershare
Financial®
-Results
Analysis of Management EPS -Half Year Comparison

Computershare
Half Year Comparisons - Revenue & EBITDA

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Computershare
annan y
William Committee
Half Year Comparisons - Revenue & EBITDA
1st Half SUSm SUSm SUSm \$USm 2nd Half AGAAP AIFRS 800 188.7 200 800 200 180 180 700 700 160 160 600 600 140 A 140 140 500 500 120 120 $99.7$ 93.1 400 100 400 100 694.0 76.1 80 80 626.7 65.4 300 300 588.1 60 60 455.9 200 200 365.4 354.5 40 40 100 100 20 20 0 $\overline{0}$ $\theta$ $\theta$ 2H04 2H05 2H06 1H05 1H06 1H07 Revenue Management EBITDA Revenue Management EBITDA
Computershare
anaman
Financial®
-Results

1H07 NPAT Analysis

Construction
maanii (2002)

Half Year Comparisons - Operating Costs
\$USm 600 500 400 300 489.5 363.9 200 488.3 506.3 289.5 8888 100 0 1H05 2H05 1H06 2H06 1H07
Computershare
Financial Results
grandid
Technology Costs - Establishing Global Platform Financial®
Results®

$\Box$ Total Technology costs $\rightarrow$ Technology costs as a % of sales revenue
Analysis of 1H07 Technology Costs

Total Costs US\$61.7m Development Costs US\$21.1m
$\Box$ Development $\blacksquare$ Infrastructure $\blacksquare$ Maintenance $\blacksquare$ Admin incl. External Bureau

Net Operating Cash Flows

Computershare
Financial
Results
Free Cash Flow $-$ up 153% on 1H06

Computershare
Financial®
-Results
Balance Sheet as at 31 December 2006
| Dec-06 US\$'000s |
Jun-06 US\$'000s |
Variance | |
|---|---|---|---|
| Current Assets | 371,239 | 338,475 | 10% |
| Non Current Assets | 1,292,487 | 1,264,318 | 2% |
| Total Assets | 1,663,726 | 1,602,793 | 4% |
| Current Liabilities | 276,663 | 265,620 | (4%) |
| Non Current Liabilities | 571,969 | 637,305 | 10% |
| Total Liabilities | 848,632 | 902,925 | 6% |
| Total Equity | 815,094 | 699,868 | 16% |

Computershare Borrowings

| Dec-06 US\$m |
Jun-06 US\$m |
Variance | |
|---|---|---|---|
| Cash | 110.0 | 72.8 | 51% |
| Interest Bearing Liabilities * | 430.7 | 476.5 | 10% |
| Net Debt | 320.7 | 403.7 | 21% |
| Management EBITDA ** | 329.1 | 240.0 | 37% |
| Coverage | 0.97 | 1.68 | 42% |
* Average Tenor of drawn debt is 5.2 years
** Rolling 12 months

Capital Expenditure

Computershare
Financial®
-Results
Working Capital Management

Days Sales Outstanding

Return On Invested Capital Vs. WACC
Increased returns, Cost of Capital flat

Computershare
Return on Equity Vs. Return on Assets


Interest Rate Sensitivity



- $\angle$ EPS Basic
- $>$ EPS Management
-
Full Dividend (unfranked)
- $\angle$ Current Yield*
US 19.91 cents
US 17.86 cents
AU 8.0 cents
$1.5\%$
* Based on 12 month dividend and share price of A\$9.80 (close 13th Feb 07)


-
Announced $15th$ November 2006 on market share buy-back of up to 25 million ordinary shares
-
Acquired 1,325,000 ordinary shares as at 13th February 2007
-
Average price AUD \$8.68


$\ge$ Continued strong EPS growth - 102%
after 5 years of growth $> 20\%$ CAGR
-
Free cash flow up $153%$
- $\angle$ Record revenues
-
Maintained strong balance sheet lowering earnings to debt coverage by 42%
- $>$ Dividend increased to 8 cents (AUD) per share




Stuart Crosby President & CEO

Computershare's changed global shape
- Previously largely symmetrical $\sum$
- Now US $\sim$ 50% dedicated Management $\sum$
- Key areas: $\rightarrow$
- $>$ US
- $\rightarrow$ Canada
-
Asia
-
Aust/NZ
-
UK/Russia/Ireland/SA
- $\frac{1}{2}$ Germany
- Global executive team: $\sum$
-
Chris Morris (Exec Chairman)
-
Stuart Crosby (President & CEO)
-
Steven Rothbloom (US President)
-
Penny Maclagan (CIO)
-
Tom Honan (CFO)


Three focuses:
-
- Continue to drive operations quality and efficiency through measurement, benchmarking and technology
-
- Improve our front office skills to protect and drive revenue
-
- Seek acquisition and other growth opportunities where we can add value and enhance returns for our shareholders

Geographic update - USA
Tnvestor Services
- Migrations all but complete (3 clients left) ゝ
- Client retention remains strong $\rightarrow$
- Operational fine-tuning will continue $\rightarrow$
- Corporate action pipeline remains strong (CPU did the largest M&A $\overline{\phantom{0}}$ transactions in TA, proxy and Mutual Funds for calendar 2006)
- SEC "notice and access" reforms create opportunities $\triangleright$
Other
- Fund Services continues to win vast majority of work ≻
- Plans new client wins, long implementation $\rightarrow$
- Communication Services internal $\mathbf{z}$
- external

Strong corporate actions flows; market share in the strong western Canada market especially pleasing at 65%; great proxy deal flow
Integration of National Bank acquisition bedding down
Continuing to look to consolidation opportunities $-$ but mostly small
Operational efficiency a focus

Geographic update - UK, Russia, Ireland and South Africa
UK
- Restructure delivered major savings in shared services costs $\rightarrow$
- Big wins in Standard life, BAA takeover, Aviva SSP, Rental Bonds $\rightarrow$
- Rationalised business lines, contracts some sold or cancelled $\rightarrow$
- DI listing increasing significantly and CPU winning majority $\rightarrow$
Russia
- CPU continues to drive consolidation $-$ now 65% NRC and 40% NIKoil $\overline{ }$
- Margins attractive and feeds DI listings into the UK $\rightarrow$
Ireland
Improving margins and good revenue growth ⋗
SA
Stable business in tough market - retaining market share ゝ

Geographic update - Rest of Europe
Germany
- Computershare now largest and only integrated provider of AGM and registry $\rightarrow$ services
- Short term opportunities to penetrate existing client base with integrated $\left\langle \right\rangle$ offerings
- Longer term opportunities to provide bearer share and corporate action $\triangleright$ services
Other Europe
Further consolidation opportunities in Germany and Switzerland $\geq$

Geographic update - Asia
Hong Kong
- Continued flow of China IPOs into Hong Kong (ICBC etc) $\rightarrow$
- Extending product range Plans, eIPO, more to come $\rightarrow$
Japan
- Joint venture with MUTB continues to perform well $\rightarrow$
- Working on referral to other CPU businesses $\rightarrow$
India
Mutual Fund Services continues strong performance while corporate TA tracks $\rightarrow$ market
China
Appointed a Beijing-based full time executive and seeking business ゝ registration
Geographic update - Australia and New Zealand
Investor Services
- Good news: better margins, a range of positive pricing outcomes, retaining $\rightarrow$ and winning clients
- Strong pipeline of corporate activity $\left\langle \right\rangle$
Communication Services
- Good corporate actions revenues, but commercial book also robust ゝ
- Strong focus on new product development / differentiation $\rightarrow$
Plans
Continued organic growth and support for Asian initiatives ⋗

Global technology update
Development
-
eIPO process scaled to process 30,000 applications per hour
- Dealing systems now handle 300,000 transactions per hour $\rightarrow$
-
All client information synchronised globally on web based data services
- Completed Equiserve conversion $\sum$
Infrastructure
Created state of the art data centres in US and AU, deploying latest technologies

Computershare Limited Half Year Results 2007 Presentation
Stuart Crosby Tom Honan
14 February 2007

INGENUITY ADVANTAGE CERTAINTY

Appendix: Half Year Results 2007 Presentation
14 February 2007


Group Comparisons

Regional Analysis - 1H07 Revenue


Half Year Comparisons - Revenue


Half Year Comparisons - Operating Costs

Computershare
Underlying Effective Tax Rate


Key Financial Ratios


Waana ah
manara Bullet
Computershare
56
Risk Management - Interest Rate Sensitivity

Interest Rate Hedging
| Strategy: | - Protect downside risk in current interest rate environment |
|---|---|
| ⊃olicy: | - Minimum hedge of 25% / Maximum hedge of 100%* |
| * Board approved | |
| - Minimum term 1 year / Maximum term 5 years | |
- Current hedging: 30%
Computershare
Risk Management - Average Funds Balances for the half year ended 31 December 2006


Computershare

Country Summaries


Asia Pacific

Australia Half Year Comparison

Computershare
Financial®
-Results
New Zealand Half Year Comparison


Hong Kong Half Year Comparison


63

North America

United States Half Year Comparison

Computershare
Canada Half Year Comparison



EMEA

WARDS
United Kingdom Half Year Comparison


Ireland Half Year Comparison


Germany Half Year Comparison


South Africa Half Year Comparison

Total Revenue
