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COMPUTERSHARE SHAREHOLDER REVIEW 2010
certaintyingenuityadvantage
We are delighted to present Computershare’s 2010 Shareholder Review, detailing a seventh successive year of management earnings per share growth. The Company’s strong performance came amidst ongoing diffi cult market conditions globally. The result was assisted by higher corporate action activity in the fi rst half, full year contributions from recent acquisitions and the continued growth of non-equity related services.
OUR PERFORMANCE
Computershare’s management earnings per share increased by 11% to 57.80 cents per share, compared to 52.11 cents per share in FY2009. Reported basic earnings per share were 53.05 cents. Management net profi t after non-controlling interests (“NCI”) was $321.2 million, up 11% compared to FY2009, and reported net profi t after NCI was $294.8 million. Total revenue increased by 7.1% to $1,619.6 million, while operating cash fl ows grew 21.4% to $414.5 million.
CAPITAL MANAGEMENT
The total dividend for the year was AU28 cents per share (a 27% increase on FY2009). This included an interim dividend of AU14 cents per share (50% franked) and a fi nal dividend of AU14 cents per share(60% franked).
Shareholders’ funds increased by $171.8 million or 19.2%.
During May 2010 the Company refi nanced the $550.0 million bank debt facility that was to mature in October 2010. The new syndicated facility comprises a 3 year tranche of $300.0 million and a 4 year tranche of $300.0 million.
OUTLOOK
Computershare will continue to follow a clear strategy:
1. Drive operational quality and effi ciency through improved measurement, benchmarking and technology
2. Improve our front offi ce skills to protect and drive revenue through more effective account management, new business generation and exploitation of cross-sell opportunities
3. Seek acquisition and other growth opportunities where we can add value and enhance returns for Computershare shareholders
Additionally, we are committing priority resources in two areas:
1. Lifting our market position
2 Engaging with a range of proposals and projects around the globe that look to change the legal and/or operational structure of securities ownership and communications between issuers and investors
CONCLUSION
Computershare’s FY2010 results continue a great run through a period of diffi cult economic conditions. The immediate future presents a number of challenges, with subdued transactional revenues, continued revenue pressure from lower interest rates and a range of cost catch-ups. We anticipate management earnings per share being 5% to 10% lowerin FY2011.
We would again like to recognise the wonderful contribution from our global staff and extend our thanks to the Board of Directors for their constant guidance. In closing, we also thank our shareholders and clients for their ongoing support and look forward to the year ahead.
Chris Morris Stuart CrosbyChairman Chief Executive Offi cer
USA
An improved result in the USA was driven by a full year contribution from the Kurtzman Carson Consultants LLC bankruptcy administration business and large transactions in the Mutual Funds business. The third straight year of low interest rates continued to impact results negatively. Overall revenue increased 20.3% to $593.3 million, resulting in a 32% contribution to consolidated EBITDA. USA highlights included:
› Acquired National City Bank’s transfer agency business, the fi fth largest provider in the market
› Completed the largest mutual fund proxy project in history for American Funds.
Europe, Middle East and Africa (EMEA)
The EMEA region’s overall performance was down following extraordinary results in FY2009. This was largely driven by lower levels of corporate transaction activity and client losses due to insolvency and takeover. The Ireland and South African businesses performed well, improving on the previous year’s results. Revenue for the region fell 16.3% to $369.4 million, resulting in a contribution of 26% to consolidated EBITDA. EMEA regional highlights included:
› Consolidated position as the globe’s leading share plan provider with the acquisition of HBOS EES
› Entered Scandinavian registry market through I-nvestor acquisition
Australia and New Zealand
High levels of corporate action activity in the fi rst half ensured the Australia and New Zealand region achieved an improved result in FY2010. The Plan Managers business delivered an encouraging result following
signifi cant changes to taxation legislation during the year. Overall revenue increased 13.5% to $335.3 million, delivering 14% of the consolidated EBITDA, assisted by a strengthening AUD. Australia and New Zealand regional highlights included:
› Managed 73% of IPOs by capital raised and administered corporate actions for Myer, ANZ and Woodside Petroleum
› Delivered new technology to support strong growth in inbound communications and image processing capabilities
Canada
Canada delivered marginally higher revenue despite slow corporate activity and lower interest rates. Results were also aided by a stronger Canadian dollar and revenue growth for the Plan Managers business. Revenue increased 4.6% to $190.4 million, resulting in an 18% contribution to consolidated EBITDA. Canada highlights included:
› The Corporate Trust business won the fi scal agency role for the State of Israel’s global bond program
› Facilitated many of Canada’s major corporate actions, including the Great-West Lifeco Inc. redemption and Icahn Group’s offer for Lionsgate
Asia
The Asian region’s improved result was driven by strong corporate action activity, particularly during the fi rst half. Growth for the Plan Managers and Georgeson businesses also benefi tted the result. The region’s revenue increased 28.2% to $117.0 million, delivering 10% of the consolidated EBITDA. Asia regional highlights included:
› Managed 54 IPOs and 90% of capital raised in Hong Kong
› Commenced managing the $22.1 billion Agricultural Bank of China IPO, the largest in history by value
PAGE 1 Computershare Shareholder Review 2010
A message from the Chairman and CEO
Regional Overview
Corporate Responsibility
We are committed to engaging all of our stakeholders to effect positive change that improves the quality and sustainability of our environment, workplace, community and marketplace.
OUR APPROACH
Computershare understands the importance of responsible citizenship,
governance and transparency, and like many organisations, has a long
history of active engagement with its workforce, communities and
marketplace. Computershare is committed to a transparent, accountable
approach to business that recognises the legitimate interests of all
stakeholders.
More recently, we have taken further measureable steps to manage our
long term impact on the environment, and have made sustainability
a core challenge across the enterprise. In keeping with our practical
business approach, values and culture, Computershare will continue to
focus only on activities that deliver real and meaningful difference and
give those ideas enterprise wide support.
ACHIEVEMENTS
Computershare continues to be recognised as a member of the
FTSE4Good Index Series, an important benchmark index designed to
measure the performance of companies that meet globally recognised
corporate responsibility standards.
In support of our ongoing commitment to transparency and disclosure
of our environmental footprint, we have responded to the 2010
Carbon Disclosure Project request for information. This information is
available on the Carbon Disclosure Project website: www.cdproject.net
During the last 12 months we have made a number of signifi cant
achievements, including but not limited to:
Change a Life
Computershare’s Change a Life initiative has continued to fund projects
that address poverty and empower communities to effect change around
the world. Over AU$3.5 million has now been raised from company-
matched employee donations, corporate contributions and fundraising
programs.
Change a Life currently supports the Sunrise Children’s Village orphanage
project in Cambodia and three World Vision community learning centres
in Kenya. The farmer managed natural regeneration project in Chad,
which Change a Life has supported for over four years, was completed in
March 2010.
To fi nd out more about Change a Life and the projects it sponsors visit
www.changealife.com.au
eTree®
Our eTree® initiative continues to actively drive electronic
communications take-up and signifi cantly reduce paper-based investor
communications globally. Since its launch in 2004, eTree® has provided
valuable funding for environmental restoration projects and has directly
led to the planting of more than four million trees worldwide.
Green Week 2010
As a company with a global workforce of over 11,000, we work to reduce
the environmental impact of our employees in the workplace. With this in
mind, we held our inaugural Computershare ‘Green Week’ during February
2010, which involved all of our sites and employees globally. To continue
the awareness campaign, a ‘Green Day’ is held monthly with various
themes explored each time.
Green Offi ce Challenge
Improving the environmental effi ciency of our many sites and offi ces
helps Computershare reduce its overall impact on the environment. The
Green Offi ce Challenge is a friendly global competition that encourages
our operating sites throughout the world to become more effi cient. The
competition commenced with a self-audit based on simple metrics, such
as waste minimisation measures and recycling levels, amongst other
variables. Once a baseline score was established each offi ce strived to
improve its score by the end of August 2010, at which time we identifi ed
and acknowledged the most sustainable Computershare offi ce.
Environmental Footprint
Although our business has a relatively small environmental footprint, we
are continuing to review our operations so we can improve and measure
our impact on the environment. We encourage our building management
teams across all sites globally to carry out offi ce-based initiatives, and our
sustainability committee provides a framework to execute, measure and
monitor global environmental initiatives.
Products and Services
Our sustainable communication solutions, delivered across a wide range
of our businesses, help clients identify and implement lower cost and
more environmentally friendly communication strategies for their key
stakeholder groups, such as securityholders, customers, employees and
members.
PAGE 3 Computershare Shareholder Review 2010
Students at the World Vision Community Learning Centre, Kenya. Staff at Computershare’s Osborne Park offi ce during Green Week.
PAGE 4 Computershare Shareholder Review 2010
Regional Results Performance Indicators
($ million)
183
.6
06 07 08
($ million)06 07 08
* Management adjusted basis
1,1
98
.3
1,4
04
.2
1,5
64
.0
1,4
95
.8
1,5
99
.6
09 10
32
1.0
34
7.3
34
1.5
41
4.5
09 10
+7%
+21%
PER SHARE (US cents)06 07 08
22
.74 36
.68 51
.61
52
.11
57
.80
09 10
+11%
Earnings Per Share*
SalesRevenue
Operating Cash Flow
($ million)06 07 08
24
0.1
37
0.5
47
9.2
47
5.5
51
0.9
09 10
+7%
EBITDA*
Total Revenue
EBITDA
Asia
Canada
Australia and New Zealand
Europe, Middle East & Africa
USA 1
34
.3 2
24
.3 2
96
.1 3
88
.0 5
29
.5
91
.3 1
82
.1 2
95
.5 4
41
.5 4
93
.3
117
.0 1
90
.4 3
35
.3 3
69
.4 5
93
.3
70
.6 1
56
.3 1
77
.3 2
42
.2 5
43
.8
87
.2 1
93
.6 2
19
.4 3
22
.2 5
87
.7
+28%
+4%
+13%
-16%
+20%
Revenue
Revenue
Revenue
Revenue
Revenue
+84%
+3%
+29%
-30%
+49%
EBITDA
EBITDA
EBITDA
EBITDA
EBITDA
48
.5 1
00
.9 6
8.0
116
.7 1
18
.4
27
.5 8
3.1
65
.1 1
82
.8 9
6.0
50
.7 8
5.8
84
.1 1
28
.0 1
43
.1
13
.6 5
3.2
31
.5 3
1.8
143
.5
23
.4 7
4.9
51
.5 8
2.8
135
.4
06 07 08 09 10 06 07 08 09 10
06 07 08 09 10 06 07 08 09 10
06 07 08 09 10 06 07 08 09 10
06 07 08 09 10 06 07 08 09 10
06 07 08 09 10 06 07 08 09 10
($ million) ($ million)
($ million) ($ million)
($ million) ($ million)
($ million) ($ million)
($ million) ($ million)
AUandNZ
21%CANADA
12%
ASIA7%
USA38%
EMEA22%
AUandNZ
14%CANADA
18%
ASIA10%
USA32%
EMEA26%
Jersey
Johannesburg
Dublin
Edinburgh
Copenhagen
Stockholm
Moscow
St Petersburg
Frankfurt
Munich
Vienna
RomeMilan
Paris
HyderabadMumbai
Bristol
Adelaide
Perth
Singapore
Brisbane
Sydney
Melbourne Auckland
Vancouver
DenverBoston
San Francisco
Bangalore
Chicago
Memphis
Dallas
Jacksonville
Shelton
New York
Halifax
Kolkata
Toronto
MinneapolisCalgary
Cleveland
Montreal
DelhiHong Kong
Tokyo
Chennai
Beijing
Irkutsk
Norilsk
Samara
Madrid
London
Brussels
Los Angeles
Computershare has over 11,000 employees around the world and serves 30,000 corporations and100 million shareholder and employee accounts in over 20 countries across fi ve continents.
Global Perspective
PAGE 5 Computershare Shareholder Review 2010
Investment Analysis
CAPITAL EXPENDITURE
Capital expenditure totalled $93.9 million, a 310% increase on FY2009. The increase was driven by the purchase of the EMEA headquarters in Bristol and the conversion of the global headquarters in Melbourne from an operating lease to a fi nance lease.
Acquisitions
Computershare continued its strategy of consolidating businesses around the world and pursuing diversifi ed revenue sources.
Acquisitions were:
› 3 August 2009 – acquired the transfer agency business of National City Bank of Cleveland, a provider of transfer agency, stock purchase and employee plan services
› 25 August 2009 – acquired I-nvestor, one of the leading providers of registry, plans and AGM services in Scandinavia
› 28 January 2010 – acquired leading UK based employee share plans provider HBOS Employee Equity Solutions from Lloyds Banking Group
TECHNOLOGY PRIORITIES
Computershare’s total technology expenditure increased 5.1% to$161.7 million and the ratio of technology expenditure to sales revenue remained fl at at 10.1%. The total fi gure included $65.9 million in research and development expenditure, which was expensed during the period.
A number of major IT projects commenced during the year, including cost basis regulatory changes in the US and the HBOS Employee Equity Solutions (HBOS EES) acquisition integration (both due for completion in 2011).
Investment in underlying technology infrastructure will ensure the Company is well positioned for the next decade. Additionally, investment in a multi-tier storage strategy and Enterprise Service Architecture will increase technology re-use and speed to the global market.
The Company continued to enhance operational technology, helping to drive down costs and increase the effi ciency of our workforce, while our inbound capabilities have been productised and are now being sold commercially.
By continuing to invest in regulatory and compliance technology, as well as expertise, we have exceeded our clients’ expectations in this area and have further enhanced our data protection capabilities.
“On behalf of the Board of Directors,I would like to recognise the wonderful contribution from our global staff. I also thank our shareholders and clients for their ongoing support, and look forward to the year ahead.” Chris Morris – Chairman
Technology costs
($ million)
157
.2
153
.9
161
.7
115
.6
132
.0
06 07 08 09 10
Technology costs as a % of sales revenue
10
.1%
10
.3%
10
.1%
9.6
%
9.4
%
06 07 08 09 10
“Computershare’s FY2010 results continue a great run through a period of diffi cult economic conditions.” Stuart Crosby, President and CEO
The fi nancial results refl ected in this Shareholder Review cover the consolidated entity consisting of Computershare Limited and its subsidiaries, and are presented in United States (US) dollars unless otherwise noted. A separate notice of meeting, including a proxy form, is enclosed with this Shareholder Review.
Financial Calendar
201023 August Books closed for fi nal dividend
14 September Final dividend paid
10 November The Annual General Meeting of Computershare Limited ABN 71 005 485 825
Location: Computershare Conference Centre Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067
Time: 10.00am
20119 February Announcement of the fi nancial results for the half
year ending 31 December 2010
PAGE 6 Computershare Shareholder Review 2010
Global Services Overview Financial Highlights
JUNE 2010 JUNE 2009 % CHANGE
PROFIT ($ Million)Sales Revenue 1,599.6 1,495.8 7%Earnings before interest, tax, depreciation and amortisation*
510.9 475.5 7%
Net profi t after NCI* 321.2 289.5 11%
BALANCE SHEET ($ Million)Total assets 2,690.5 2,497.5 8%Total shareholders’ equity 1,073.0 901.2 19%
PERFORMANCE INDICATORSBasic earnings per share 53.05 cents 46.02 cents 15%Management earnings per share* 57.80 cents 52.11 cents 11%Free cash fl ow $357.4 million $318.6 million 12%Net debt to EBITDA* 1.40 times 1.67 times
Return on equity 31.4% 36.1%
Staff numbers 11,422 11,681
* These fi nancial indicators are based on management adjusted results that exclude certain items to permit more appropriate and meaningful analysis of underlying performance on a comparative basis.
GLOBAL CAPITAL MARKETS GROUP
The Global Capital Markets Group (GCM) continued to leverage Computershare’s global business to provide sophisticated and unique solutions for a range of high profi le cross-border transactions. Major examples included CDI to DI (CREST Depository Interests to Depository Interests) conversions for Virgin Media and Phoenix Group Holdings, and the acquisition of Cadbury Plc by Kraft. GCM also continued to actively lead efforts to infl uence regulatory policy in Canada, China, the European Union, Hong Kong, Russia, UK and USA.
IML
IML’s overall results were down on FY2009, as organisations throughout the world cut back on discretionary spending at meetings, conferences and events. The result was also impacted by fewer Extraordinary General Meetings in all regions.
Highlights for the year included the use of IML’s technology to gauge audience sentiment during nationally televised political debates in the UK and Australia, and the development of a new industry leading interactive device, the IML Connector.
In FY2011, the business will aim to take advantage of a recovery in the event and conference market, which started during the second half of FY2010, and also seek to drive revenue growth through the new IML Connector device.
GOVERNANCE SERVICES
CGS delivered a disappointing result on the back of diffi cult economic conditions, particularly in the UK and Germany.
The business did continue to grow in North America and Australia, and received positive feedback from European clients regarding service and support improvements made during the year.
New clients were signed within all regions and the business introduced a number of signifi cant product and service enhancements. Continued investment in resources, technology and client support will enable the business to capitalise on the eventual release of pent up demand for governance and compliance related products.
HEAD OFFICE
Computershare Limited ABN 71 005 485 825
Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067
Australia
Telephone: +61 3 9415 5000
Facsimile: +61 3 9473 2500
The Annual Report and Shareholder Review are available online:
www.computershare.com
Computershare uses Greenhouse Friendly TM
ENVI Carbon Neutral PaperEnvi Carbon Neutral Paper is an Australian Government certifiedGreenhouse FriendlyTM Product.
CONSUMER