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COMPUTERSHARE LIMITED. Regulatory Filings 2011

Aug 9, 2011

64696_rns_2011-08-09_8b683dfb-1a3a-41a9-a911-5bf797266806.pdf

Regulatory Filings

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ASX PRELIMINARY FINAL REPORT

Computershare Limited

ABN 71 005 485 825

30 June 2011

Lodged with the ASX under Listing Rule 4.3A

Contents

Contents
Results for Announcement to the Market 1
Appendix 4E item 2
Preliminary consolidated statement of comprehensive income 2
Appendix 4E item 3
Preliminary consolidated statement of financial position 3
Appendix 4E item 4
Preliminary consolidated statement of changes in equity 4
Preliminary consolidated cash flow statement 5
Appendix 4E item 5
Other Appendix 4E Information 6
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).

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2011 (Previous corresponding period year ended 30 June 2010) RESULTS FOR ANNOUNCEMENT TO THE MARKET


$000
Revenue from continuing operations flat 1,604,325
(Appendix 4E item 2.1)
Profit/(loss) after tax attributable to members down 10.4% to 264,086
(Appendix 4E item 2.2)
Net profit/(loss) for the period attributable to members down 10.4% to 264,086
(Appendix 4E item 2.3)
Dividends Amount per security Franked amount per security
(Appendix 4E item 2.4)
Final dividend AU 14 cents 60%
Interim dividend AU 14 cents 60%
Record datefor determining entitlements to the final dividend 22 August 2011
(Appendix 4E item 2.5)

Explanation of Revenue (Appendix 4E item 2.6)

Total revenue from continuing operations for the year ended 30 June 2011 is $1,604.3 million and remained flat against the last corresponding period. Lower revenues occurred in corporate actions globally, US mutual fund proxy solicitation and the US bankruptcy administration business. The offsetting revenue uplift resulted from a pick-up in register maintenance (other than the UK), the full year contribution from the HBOS EES acquisition and the purchase of the remaining 60% stake in Registrar Nikoil in Russia. Margin income revenue was also up year on year. Movement in foreign exchange rates due to the generally weaker US dollar increased revenues and costs.

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

The current year statutory EBITDA before the management adjustment items is $483.1 million, a decrease of 4.4% over the last corresponding period. Net statutory profit after tax attributable to members is $ 264.1 million, a decrease of 10.4% over the last corresponding period. The decrease in earnings was primarily driven by weaker corporate action activity globally, a lack of large transactions in the US mutual fund proxy solicitation business and reduced filings in the US bankruptcy administration business. Lower earnings in the UK registry business also contributed to the fall. Partially offsetting the earnings deterioration was the improvement in UK employee plans, underpinned by the HBOS EES acquisition and earnings growth in the Deposit Protection Scheme and Voucher Services business in the UK. The US registry business performed well as did the small shareholder programs/post merger clean-up businesses in North America. Margin income growth and favourable foreign exchange translation due to the weaker US dollar also contributed.

The Group’s effective tax rate has increased from 26.6% for the year ended 30 June 2010 to 27.0 % in the current financial year.

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

Please refer above.

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 2010 was declared on 11 August 2010 and paid on 14 September 2010. This was an ordinary dividend of AU 14 cents per share franked to 60% amounting to AUD 77,792,968 ($76,137,285).

An interim ordinary dividend was declared on 9 February 2011 and paid on 15 March 2011. This was an ordinary dividend of AU 14 cents per share franked to 60% amounting to AUD 77,792,968 ($76,137,285).

A final dividend in respect of the year ended 30 June 2011 was declared by the directors of the Company on 10 August 2011, to be paid on 13 September 2011. This is an ordinary dividend of AU 14 cents per share, franked to 60%. As the dividend was not declared until 10 August 2011 a provision has not been recognised as at 30 June 2011.

  • 1 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011

Note 2011
2010
$000
$000
Revenue from continuing operations
Sales revenue 1,598,932
1,599,611
Other revenue 5,393
4,694
Total revenue from continuing operations 1,604,325
1,604,305

Other income 14,277
15,282

Expenses
Direct services 1,010,370
991,796
Technologycosts 181,263
168,875
Corporate services 26,258
28,019
Finance costs 32,627
22,865
Total expenses 1,250,518
1,211,555
Share of net profit/(loss) of associates accounted for using the equity
method
14 385
2,637

Profit before related income tax expense 368,469
410,669
Income tax expense 3 99,561
109,293

Profit for theyear 268,908
301,376

Other comprehensive income
Available-for-sale financial assets 358
2,791
Cash flow hedges (24,316)
(29,550)
Exchange differences on translation of foreign operations 93,870
(798)
Income tax relatingto components of other comprehensive income 7,313
6,881
Other comprehensive income for theyear,net of tax 77,225
(20,676)

Total comprehensive income for theyear 346,133
280,700

Profit for theyear is attributable to:
Members of Computershare Limited 264,086
294,757
Non-controllinginterests 4,822
6,619
268,908
301,376

Total comprehensive income for theyear is attributable to:
Members of Computershare Limited 340,070
274,081
Non-controllinginterests 6,063
6,619
346,133
280,700

Basic earnings per share(centsper share) 8 47.53 cents
53.05 cents

Diluted earnings per share(centsper share) 8 47.30 cents
52.67 cents

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

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2011

FOR THE YEAR ENDED 30 JUNE 2011
Note 2011
2010
$000
$000
CURRENT ASSETS
Cash and cash equivalents 347,225
278,651
Receivables 300,862
293,884
Financial assets held for trading 2,059
1,834
Available-for-sale financial assets at fair value 314
499
Other financial assets 26,630
23,814
Inventories 12,266
8,624
Current tax assets 10,844
8,924
Derivative financial instruments 5,617
17,726
Other current assets 28,111
19,556
Total current assets 733,928
653,512

NON CURRENT ASSETS
Receivables 13,747
4,361
Investments accounted for usingthe equitymethod 28,405
19,177
Available-for-sale financial assets at fair value 6,815
5,623
Property, plant & equipment 154,933
144,956
Deferred tax assets 46,810
46,821
Derivative financial instruments 25,951
39,827
Intangibles 1,862,649
1,776,178
Total non-current assets 2,139,310
2,036,943
Total assets 2,873,238
2,690,455

CURRENT LIABILITIES
Payables 340,612
351,186
Interest bearingliabilities 128,618
54,243
Current tax liabilities 22,408
25,480
Provisions 26,475
46,251
Derivative financial instruments 1
7
Deferred consideration 20,342
20,180
Total current liabilities 538,456
497,347

NON-CURRENT LIABILITIES
Payables 6,560
2,331
Interest bearingliabilities 884,871
939,785
Deferred tax liabilities 143,507
106,108
Provisions 32,787
35,875
Derivative financial instruments -
360
Deferred consideration 12,606
26,967
Other 8,995
8,730
Total non-current liabilities 1,089,326
1,120,156
Total liabilities 1,627,782
1,617,503

Net assets 1,245,456
1,072,952

EQUITY
Contributed equity 29,943
29,943
Reserves 152,081
94,808
Retained earnings 4 1,048,403
936,592
Totalparent entityinterest 1,230,427
1,061,343
Non-controllinginterests 15,029
11,609
Total equity 1,245,456
1,072,952

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

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 2011

Attributable to members of Computershare Limited

Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total Equity
$000
$000
$000
$000
$000
$000
Total equity at 1 July 2010 29,943
94,808
936,592
1,061,343
11,609
1,072,952
Profit for theyear -
-
264,086
264,086
4,822
268,908
Available-for-sale financial assets -
358
-
358
-
358
Cash flow hedges -
(24,316)
-
(24,316)
(24,316)
Exchange differences on translation
of foreign operations
-
92,629
-
92,629
1,241
93,870
Income tax(expense)/credits -
7,313
-
7,313
-
7,313
Total comprehensive income for
the year
-
75,984
264,086
340,070
6,063
346,133
Transactions with owners in their
capacity as owners:
Dividends provided for or paid -
-
(152,275)
(152,275)
(2,643)
(154,918)
Equity related contingent
consideration
-
(9,500)
-
(9,500)
-
(9,500)
On market cashpurchase of shares -
(29,950)
-
(29,950)
-
(29,950)
Share based remuneration -
20,739
-
20,739
-
20,739
-
(18,711)
(152,275)
(170,986)
(2,643)
(173,629)
Balance at 30 June 2011 29,943
152,081
1,048,403
1,230,427
15,029
1,245,456
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests
Total Equity
$000
$000
$000
$000
$000
$000
Total equity at 1 July 2009 29,888
99,793
763,879
893,560
7,609
901,169
Profit for theyear -
-
294,757
294,757
6,619
301,376
Available-for-sale financial assets -
2,791
-
2,791
-
2,791
Cash flow hedges -
(29,550)
-
(29,550)
-
(29,550)
Exchange differences on translation
of foreign operations
-
(798)
-
(798)
-
(798)
Income tax(expense)/credits -
6,881
-
6,881
-
6,881
Total comprehensive income for
the year
-
(20,676)
294,757
274,081
6,619
280,700
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
transaction costs
55
-
-
55
312
367
Dividends provided for or paid -
-
(122,044)
(122,044)
(4,998)
(127,042)
Equity related contingent
consideration
Transactions with non-controlling
interests
-
2,506
-
2,506
-
2,506
-
(2,809)
-
(2,809)
-
(2,809)
Transfers between reserves -
(2,067)
-
(2,067)
2,067
-
On market cashpurchase of shares -
(7,064)
-
(7,064)
-
(7,064)
Share based remuneration -
25,125
-
25,125
-
25,125
55
15,691
(122,044)
(106,298)
(2,619)
(108,917)
Balance at 30 June 2010 29,943
94,808
936,592
1,061,343
11,609
1,072,952

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

  • 4 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2011

Note 2011 2010
$000 $000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 1,704,627 1,649,939
Payments to suppliers and employees (1,271,151) (1,128,765)
Dividends received 388 968
Interestpaid and other finance costs (31,907) (29,253)
Interest received 5,006 3,726
Income taxespaid (87,320) (82,159)
Net operating cash flows
16
319,643 414,456
CASH FLOWS FROM INVESTING ACTIVITIES
Payments forpurchase of controlled entities and businesses,net of cash acquired (65,381) (110,442)
Payments for investment in associates andjoint ventures (578) (2,661)
Dividends received 415 1,068
Proceeds from sale of assets 4,225 14,214
Payments for investments (264) (275)
Payments forproperty, plant and equipment (23,406) (57,071)
Proceeds from sale of subsidiaries and businesses,net of cash disposed 3,426 -
Net investing cash flows (81,563) (155,167)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of ordinaryshares - 55
Payments forpurchase of ordinaryshares (29,950) (7,064)
Proceeds from borrowings 628,669 352,144
Repayment of borrowings (627,605) (364,602)
Dividendspaid - ordinaryshares (152,275) (122,044)
Dividendspaid to non-controllinginterests in controlled entities (2,643) (4,998)
Repayment of finance leases (11,053) (7,590)
Net financing cash flows (194,857) (154,099)
Net increase in cash and cash equivalents held 43,223 105,190
Cash and cash equivalents at the beginningof the financialyear 278,651 180,422
Exchange rate variations on foreign cash balances 25,351 (6,961)
Cash and cash equivalents at the end of the financialyear
347,225 278,651

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

  • 5 -

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 financial report, comprising the financial statements and notes of Computershare Limited and its controlled entities, complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

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

The principal accounting policies adopted in the preparation of the financial statements are consistent with those of the previous financial year.

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
2011
2010
$000
$000
Current tax expense 66,846
84,992
Deferred tax expense 33,394
24,250
Under/(over) provided in prior years (679)
51
Total income tax expense 99,561
109,293
Deferred income tax (revenue)/expense included in
income tax expense comprises:
Decrease/(increase) in deferred tax assets (13,363)
10,610
(Decrease)/increase in deferred tax liabilities 46,757
13,640
33,394
24,250
b) Numerical reconciliation of income tax expense to prima facie tax payable
2011
2010
$000
$000
Profit before income tax expense 368,469
410,669
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% 110,541
123,201
Tax effect of permanent differences:
Non-deductible expenses (including depreciation and amortisation) 2,255
2,559
Research and development allowance (2,819)
(2,675)
Benefit of tax losses not booked 531
439
Benefit of tax losses recognized (1,356)
(1,117)
Non-deductible capital losses 10
-
Share based payments 182
323
  • 6 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

SUPPLEMENTARY APPENDIX 4E INFORMATION
2011
2010
$000
$000
Non-deductible asset write-downs 11,223
-
Other (13,661)
(17,276)
Differential in overseas tax rates (5,444)
2,891
Prior year tax (over)/under provided (679)
51
Restatement of deferred tax balances due to income tax rate changes (1,222)
897
Income tax expense 99,561
109,293
c) Amounts recognised directly in equity
2011
2010
$000
$000
Deferred tax – debited/(credited) directly to equity (7,692)
(13,135)

d) Unrecognised tax losses

As at 30 June 2011, companies within the consolidated entity had estimated unrecognised tax losses (including capital losses) of $ 50,645,011 (2010: $ 41,926,325) 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.

4. RETAINED EARNINGS (Appendix 4E item 6)

4. RETAINED EARNINGS(Appendix 4E item 6)
2011
2010
Retainedprofits $000
$000
Retainedprofits at the beginningof the financialyear 936,592
763,879
Ordinarydividendsprovided for orpaid (152,275)
(122,044)
Netprofit/(loss)attributable to members of Computershare Limited 264,086
294,757
Retained profits at the end of the financial year 1,048,403
936,592

5. ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 7)

Details of dividends declared or paid during or subsequent to the year ended 30 June 2011 are as follows:

Record date Payment date Type Amount per
security
Total dividend Franked
amount per
security
Conduit
Foreign Income
amount per
security
23 August 2010 14 September 2010 Final AU 14 cents AUD 77,792,968 AU 8.4 cents AU 5.6 cents
21 February 2011 15 March 2011 Interim AU 14 cents AUD 77,792,968 AU 8.4 cents AU 5.6 cents
22 August 2011 13 September 2011 Final AU 14 cents AUD 77,792,968* AU 8.4 cents** AU 5.6 cents
  • Based on 555,664,059 shares on issue as at 10 August 2011

** Dividend franked to 60%

  • 7 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

6. DIVIDEND REINVESTMENT PLANS (Appendix 4E item 8)

The company has no dividend reinvestment plan in operation.

7. NTA BACKING (Appendix 4E item 9)

7. NTA BACKING(Appendix 4E item 9)
2011 2010
Net tangible asset backing per ordinary share (1.22) (1.37)

8 . EARNINGS PER SHARE (Appendix 4E item 14.1)

Calculation of Calculation of
Calculation of
Calculation of
Basic EPS Diluted EPS
Management
Management
Basic EPS Diluted EPS
$000 $000
$000
$000
Year ended 30 June 2011
Earnings per share (cents per share) 47.53 cents 47.30 cents
55.67 cents
55.40 cents
Profit for the year 268,908 268,908
268,908
268,908
Non-controlling interest (profit)/loss (4,822) (4,822)
(4,822)
(4,822)
Add back management adjustment items(see below) - -
45,257
45,257
Net profit attributable to the members of
Computershare Limited 264,086 264,086
309,343
309,343
Weighted average number of ordinary shares used as
denominator in calculating basic earnings per share 555,664,059 555,664,059
Weighted average number of ordinary and potential
ordinary shares used as denominator in calculating
diluted earnings per share 558,368,332 558,368,332
Year ended 30 June 2010
Earnings per share (cents per share) 53.05 cents 52.67 cents
57.80 cents
57.39 cents
Profit for the year 301,376 301,376
301,376
301,376
Non-controlling interest (profit)/loss (6,619) (6,619)
(6,619)
(6,619)
Add back management adjustment items(see below) - -
26,415
26,415
Net profit attributable to the members of
Computershare Limited 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
Weighted average number of ordinary and potential
ordinary shares used as denominator in calculating
diluted earnings per share 559,653,794 559,653,794
  • 8 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

Reconciliation of weighted average number of shares used as the denominator:
2011 2010

Number
Number
Weighted average number of ordinary shares used as the denominator in calculating
basic earnings per share
555,664,059
555,657,878
Adjustments for calculation of diluted earnings per share:
Options
54,273
94,067
Performance rights
**2,650,000 **
3,901,849
Weighted average number of ordinary shares and potential ordinary shares used as the
denominator in calculating diluted earnings per share
558,368,332
559,653,794

No employee options have been issued since year end.

250,000 performance rights were issued with the grant date 12 August 2010 valued at AU $7.78 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 2015 has been signed. 125,000 of these performance rights have been taken into account when calculating the diluted earnings per share for the period ending 30 June 2011 as no performance condition has been attached. The remaining 125,000 have been excluded as the performance conditions have not been satisfied as at 30 June 2011.

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. Management adjusted results provide important information on the underlying operating performance of the consolidated entity. The above net profit used in the management earnings per share calculation reflects the management adjusted results.

Management adjustment items

For the year ended 30 June 2011 management adjustment items include the following:

For theyear ended 30 June 2011 management adjustment items include the following: For theyear ended 30 June 2011 management adjustment items include the following:
Gross
Tax effect
Net of tax

$000
$000
$000
Loss on disposals
(14,369)
(6,227)
(20,596)
Restructuring provisions
(4,329)
1,303
(3,026)
Acquisitions related
8,095
(2,424)
5,671
Marked to market adjustments - derivatives
132
(40)
92
Intangible assets amortisation
(41,453)
14,055
(27,398)
Total management adjustment items
(51,924)
6,667
(45,257)
For theyear ended 30 June 2010 management adjustment items include the following:
Gross
Tax effect
Net of tax
$000
$000
$000
Restructuring provisions (6,329)
2,192
(4,137)
Aquisitions related (711)
234
(477)
Marked to market adjustments - derivatives 1,322
(501)
821
Intangible assets amortisation (33,733)
11,111
(22,622)
Total management adjustment items (39,451)
13,036
(26,415)

9. SHARE BUYBACK (Appendix 4E item 14.2)

The company had no on-market buy back in operation during the year ended 30 June 2011 and the year ended 30 June 2010.

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 chief operating decision maker (CEO) in the current financial year. Management has determined

  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.

The number of operating segments has increased from six to seven in this reporting period due to a change in our internal reporting structure. The Europe, Middle East and Africa segment has been divided into two segments: UCIA (United Kingdom, Channel Islands, Ireland & Africa) and Continental Europe. The comparatives figures have been restated accordingly.

Six of the operating segments are geographic: Asia, Australia and New Zealand, Canada, Continental Europe, UCIA and the United States of America. In addition, Technology and Other segment comprises the provision of software specialising in share registry, employee plans and financial services globally, as well as the production and distribution of interactive meeting products. It is both a research and development function, for which discrete financial information is reviewed by the CEO.

In each of the six 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

Asia
Australia &
New Zealand
Canada
Continental
Europe
Technology
& Other
UCIA
United
States
Total
$000
$000
$000
$000
$000
$000
$000
$000
June 2011
Total segment
revenue
124,893
357,366
204,705
95,127
176,775
289,932
510,358
1,759,156
124,157
353,296
203,183
94,986
33,926
287,882
508,801
1,606,231
External revenue
Intersegment
revenue
Management
adjusted
EBITDA
736
4,070
1,522
141
142,849
2,050
1,557
152,925
48,340
87,439
93,898
13,942
(4,817)
116,332
124,843
479,977
Total segment
assets
138,091
336,642
226,232
218,344
119,435
379,300
1,000,811
2,418,855
June 2010
Total segment
revenue
116,981
335,305
190,436
74,966
182,595
268,984
593,326
1,762,593
116,731
331,921
189,676
74,738
31,816
266,111
591,793
1,602,786
External revenue
Intersegment
revenue
Management
adjusted
EBITDA
250
3,384
760
228
150,779
2,873
1,533
159,807
50,720
84,124
85,751
12,443
13,658
113,802
143,131
503,629
Total segment
assets
118,523
269,608
194,970
147,266
105,766
399,234
1,040,041
2,275,408
  • 10 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

Segment revenue

The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. 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.

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

Segment revenue reconciles to total revenue from continuing operations as follows:
2011
2010
$000
$000
Total operating segment revenue 1,759,156
1,762,593
Intersegment eliminations (152,925)
(159,807)
Corporate revenue and other (1,906)
1,519
Total revenue from continuing operations 1,604,325
1,604,305

Management adjusted EBITDA

Management adjusted EBITDA is used, as well as other measures, by the CEO in assessing the performance of Computershare’s operating segments as it is a more relevant measure of actual underlying operating performance. In 2010 and 2011 this measure excluded restructuring provisions, acquisitions related profit or loss, marked to market adjustments relating to derivatives and profit or loss on disposals (Note 8).

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

2011
2010
$000
$000
Management adjusted EBITDA - operating segments
479,977
503,629
Management adjusted EBITDA - corporate
13,639
7,316
Management adjusted EBITDA
493,616
510,945
Management adjustment items (before amortisation and income tax expense):

Loss on disposals
(14,369)
-
Restructuring provisions
(4,329)
(6,329)
Acquisitions related
8,095
(711)
Marked to market adjustments - derivatives
132
1,322
Finance costs
(32,627)
(22,865)
Amortisation and depreciation
(82,049)
(71,693)
Profit before income tax from continuing operations
368,469
410,669

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.

  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

Reportable segments’ assets are reconciled to total assets as follows:
2011
2010
$000
$000
Total operating segment assets 2,418,855
2,275,408
Unallocated/corporate assets:
Deferred tax assets 46,810
46,821
Current tax assets 10,844
8,924
Cash and cash equivalents 347,225
278,651
Current and non-current investments 7,129
6,123
Current and non-current derivative assets 31,568
57,553
Other 10,807
16,975
Total assets as per balance sheet 2,873,238
2,690,455

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. CONTROLLED ENTITIES ACQUIRED OR DISPOSED OF DURING THE PERIOD (Appendix 4E item 10)

Acquired Servizio Titoli Registrar Nikoil Registrar Nikoil
S.p.A Company JSC
Date control gained 10 May 2011 26 July 2010
$000 $000
Contribution to profit/(loss) after tax in current period, where material Immaterial Immaterial
Profit/(loss) after tax during the whole of the previous corresponding period, Immaterial Immaterial
where material
Disposed Computershare
Electoral
Management
Services Limited
Date control lost 29
July 2010
$000
Contribution to profit/(loss) after tax in current period, where material Immaterial
Profit/(Loss) after tax during the whole of the previous corresponding period, Immaterial
where material
  • 12 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

Name
Place of
incorporation
Principal activity
Ownership
interest
Consolidated
carrying amount
June
June
June
June
2011
2010
2011
2010
%
%
$000
$000
Joint Ventures



Japan Shareholder Services Ltd
Japan
TechnologyServices
50
50
1,724
1,395
Computershare Pan Africa
Holdings Ltd
Mauritius
Investor Services
Computershare Pan Africa
Ghana Ltd
Ghana
Investor Services
Computershare Pan Africa
Nominees Ghana Ltd
Ghana
Investor Services
60
60
(149)
9
60
60
-
-
60
60
-
-
Asset Checker Ltd
United
Kingdom
Investor Services
50
50
1
3
VisEqGmbH
Germany
Investor Services
66
-
577
-
Associates



Chelmer Ltd
New Zealand
TechnologyServices
50
50
-
-
Registrar Nikoil CompanyJSC*
Russia
Investor Services
100
40
-
6,035
Expandi Ltd
United
Kingdom
Investment
Management
On Channel Ltd
United
Kingdom
Investor Services
Netpartnering Ltd
United
Kingdom
Investor Services
25
25
-
-
25
25
-
-
25
25
3,013
2,601
Milestone GroupPtyLtd
Australia
TechnologyServices
20
20
9,172
7,820
Janosch Film & Medien AG
Germany
Investor Services
28
28
-
-
Fonterelli GmbH & Co. KGaA
Germany
Investor Services
49
49
1,126
973
Reach Investor Solutions Pty
Ltd
Australia
Investor Services
35
35
528
341
Solium Capital Inc
Canada
Plan Services
20
-
12,413
-
  • This entity became a controlled entity during the year.

The share of net profit of associates and joint ventures accounted for using the equity method for the year ended 30 June 2011 is USD 0.4 million profit (2010: USD 2.6 million profit).

15. OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)

Post balance sheet date the Company executed a “Bank of New York Mellon proposed acquisition bridge facility” totalling $550 million that matures in July 2012. This facility is in place to enable the proposed acquisition of the Bank of New York Mellon Corporation’s Shareowner Service Business, as announced on 28 April 2011. This facility will not be drawn until such stage as the proposed acquisition occurs. The proposed acquisition is subject to a number of regulatory approvals and other conditions typical of a transaction of this type, including clearance on terms satisfactory to Computershare by the US Department of Justice for the purposes of the Hart-Scott-Rodino Antitrust Improvements Act (HSR). The process to obtain these approvals is underway.

Refer to attached Market Announcement for other significant information.

  • 13 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

2011
2010
$000
$000
Netprofit after income tax 268,908
301,376
Adjustments for non cash income and expense items:
Depreciation and amortisation 82,049
71,693
Net(gain)/loss on sale of assets 12,489
1,286
Share of net(profit)/loss of associates andjoint ventures accounted for usingequitymethod (385)
(2,637)
Employee benefits – share basedpayments 19,731
20,944
Financial instruments – fair value adjustments (872)
(1,215)
Changes in assets and liabilities:
(Increase)/decrease in accounts receivable 11,087
(32,633)
(Increase)/decrease in net tax assets 12,241
26,881
(Increase)/decrease in inventory (2,646)
(1,252)
(Increase)/decrease inprepayments and other assets (7,662)
(4,066)
Increase/(decrease)inpayables andprovisions (75,297)
34,079
Net cash and cash equivalents from operating activities 319,643
414,456

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

20. BUSINESS COMBINATIONS 20. BUSINESS COMBINATIONS
In accordance with accounting policy, the acquisition accounting for Registrar Nikoil Company JSC business combination
has been finalised. The following adjustments have been made to the provisional values recognised during the current
reporting period.
$000
Recognition of intangible assets separately from goodwill 2,416
Recognition of related deferred tax liability 604
  • 14 -