2019 Half Year Results - Serco Group plc 31 July 2019

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2019 Half Year Results - Serco Group plc 31 July 2019
2019 Half Year Results
Serco Group plc

31 July 2019

1   Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
Disclaimer

Forward looking statements
This presentation contains statements which are, or may be deemed to be, “forward-looking statements” which are
prospective in nature. All statements other than statements of historical fact are forward-looking statements.
Generally, words such as “expect”, “anticipate”, “may”, “could”, “should”, “will”, “aspire”, “aim”, “plan”, “target”,
“goal”, “ambition”, “intend” and similar expressions identify forward looking-statements. By their nature, these
forward-looking statements are subject to a number of known and unknown risks, uncertainties and contingencies,
and actual results and events could differ materially from those currently being anticipated as reflected in such
statements. Factors which may cause future outcomes to differ from those foreseen or implied in forward-looking
statements include, but are not limited to: general economic conditions and business conditions in Serco's markets;
contracts awarded to Serco; customers' acceptance of Serco's products and services; operational problems; the
actions of competitors, trading partners, creditors, rating agencies and others; the success or otherwise of
partnering; changes in laws and governmental regulations; regulatory or legal actions, including the types of
enforcement action pursued and the nature of remedies sought or imposed; the receipt of relevant third party
and/or regulatory approvals; exchange rate fluctuations; the development and use of new technology; changes in
public expectations and other changes to business conditions; wars and acts of terrorism; and cyber-attacks. Many
of these factors are beyond Serco’s control or influence. These forward-looking statements speak only as of the date
of this presentation and have not been audited or otherwise independently verified. Past performance should not
be taken as an indication or guarantee of future results and no representation or warranty, express or implied, is
made regarding future performance. Except as required by any applicable law or regulation, Serco expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking
statements contained in this presentation to reflect any change in Serco's expectations or any change in events,
conditions or circumstances on which any such statement is based after the date of this presentation, or to keep
current any other information contained in this presentation. Accordingly, undue reliance should not be placed on
the forward-looking statements.

2   Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
Agenda

    Overview                                    Rupert Soames, Group CEO
    Financial Review                            Angus Cockburn, Group CFO
    Operational Review                          Rupert Soames
    UK & Europe Update                          Kevin Craven, Divisional CEO

    Q&A                                         Rupert Soames
                                                Angus Cockburn
                                                Kevin Craven

3    Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
HY19 Overview

Rupert Soames
Group Chief Executive

4   Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
HY19 – building on the inflection

• Good     trading and financial performance
     –     Revenue £1,476m, up +6% at CFX; +4% organic, the first period of growth since 2013; +2% acquired
     –     UTP £51m, up +29% at CFX (or +25% excluding IFRS16); increase driven by the Americas division
     –     Underlying EPS 2.62p, up +35% at CFX; tax rate reduced with improving mix of profits
     –     Free Cash Flow also turned positive for the first time since 2014
• Very strong order intake and order book
      – £3.3bn order intake; 2019 will be third year in a row that order intake exceeds revenue
      – Order book increased to £14.0bn, up from £12.0bn 6 months ago and £11.0bn 12 months ago

• NSBU acquisition materially adds to scale and capability of US defence business
     – Adds naval design, systems engineering, procurement and lifecycle support services to Serco’s existing
       skills in ship modernisation, integration and naval logistics
     – Doubles our US Navy work; long-term and growing demand for fleet expansion and maritime support
• Robust balance sheet
     – Underlying leverage 1.37x EBITDA; Adjusted Net Debt £201m on a pro forma basis
     – No use of working capital facilities; pension schemes well funded; no refinancing required near-term
• 2019 guidance for growth in both Revenue and UTP (excludes any contribution from NSBU)
     – Revenue ~£3.0bn; ~+4% organic growth, plus ~+1% annualisation benefit from prior acquisitions
     – UTP to grow to ~£105m (~£100m pre IFRS16)

• Mobilisation and transition of large new contracts progressing well, and underpin the potential
  for revenue growth to accelerate to ~5% in 2020 and strong profit progress

5   Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
Profit: ~20% CAGR 2017-19 (excludes any NSBU contribution)
Revenue: ~4% 2019 (organic CFX)
                               ~5% 2020 (organic CFX)                                                     ~£105m
                                                                                      guidance (~£100m pre IFRS16 and comparable to
                                                                                        FY17 and FY18), with growth in Americas, UK
                                                                                       Health and further cost efficiencies, targeted to
                                                                £93m                   more than offset margin pressures eg MELABS,
                                                    after £4m of adverse FX impact,    new contract mobilisation and transition costs.
                                                     but benefitting from £10m of                     ~3.5% margin
£m                         £69m                       non-recurring trading items.
                           the nadir.                      3.3% margin
                      2.3% margin
100
    80
    60
    40
    20
    0
                                   FY17                                     FY18                               FY19e
                                                          UTP                             Non-recurring
• On a two-year basis of FY17-FY19, expect to achieve ~20% CAGR (excludes any NSBU contribution)
• FY18 was stronger than anticipated, which in part dampens the FY19 YoY growth
• Despite a weaker market, our recent strong order intake means we believe Serco should still be able
  to outperform for at least the next two years
      – Expect to achieve organic revenue growth of ~4% in 2019, accelerating to ~5% in 2020 as contracts
        such as Grafton/Clarence, Icebreaker, AASC and NGHS become fully operational
      – This should also support margins and therefore the potential for further strong profit growth

6        Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
HY19 Financial Review

Angus Cockburn
Chief Financial Officer

7   Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
Income statement – Revenue and Trading Profit

                                                £m                                               HY19     HY18     FY18
    Revenue excludes
    share of JV&A revenue;                      Revenue                                          1,476    1,366    2,837
    Trading Profit measures
    include share of JV&A PAT                   Trading Profit                                    50.6     45.4    116.7
                                                Exclude: Contract & Balance Sheet Review items      -      (7.8)   (23.6)
    Contract & Balance Sheet                    Underlying Trading Profit (UTP)                  50.6     37.6     93.1
    Review adjustments and
    other one-time items                        UTP margin                                       3.4%     2.8%     3.3%
    excluded from UTP

    HY19 adopts IFRS16, prior                   Exclude: IFRS16 benefit                           (1.6)    n/a      n/a
    periods not restated; UTP                   Underlying Trading Profit (UTP) pre IFRS16       49.0     37.6     93.1
    excluding IFRS16 benefit
    shown for comparison                        UTP margin pre IFRS16                            3.3%     2.8%     3.3%

• Favourable currency impact in HY19: Revenue +£20.4m; UTP +£2.1m
• Translational FX sensitivity:
      – FY18 £:US$ av. rate of 1.34; 5c move = ~£40m Revenue, ~£2.5m UTP (based on Americas + Middle East)
      – FY18 £:Aus$ av. rate of 1.78; 5c move = ~£15m Revenue, ~£0.7m UTP (based on AsPac)
• Estimated FY19e currency impact: Revenue ~£30m; UTP ~£2-2.5m
      – Assumes FY19e £:US$ av. rate of 1.28 and £:Aus$ av. rate of 1.82, based on applying YTD average rates and the
        30 June 2019 spot rate for the rest of the year
      – Sterling weakened against the US$ but marginally strengthened against the Aus$

8    Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
Revenue divisional analysis

                                                 Revenue - growth composition HY19 vs HY18
    Organic growth driven by
                                                                HY18                                                        HY19             FY18
    Americas (predominantly
                                                               Reported              Acquisition/                      Reported Constant   Reported
    in our defence business,                     £m            Currency    Organic      Disposal        FX     TOTAL   Currency Currency   Currency
    particularly in Ship &
    Shore modernisation task                     UK&E             635        (1%)         +5%           -      +4%        658       658     1,301
    orders) and in Asia Pacific                  Americas         305     +15%               -       +7%      +22%        372       353       646
    (largely from growth in
    new and expanded Citizen                     AsPac            263      +9%               -        (3%)     +6%        280       287       548
    Services contact centre                      Middle East      163        (3%)            -       +5%       +2%        166       157       342
    and processing                               Total          1,366     +4.2%       +2.3%         +1.5%    +8.0%      1,476    1,455      2,837
    operations)
                                                 HY19 v HY18              +£56m       +£33m         +£20m    +£109m
    First time Serco has
    reported organic growth
    since 2013
                                                 • Organic growth of +4%, compared to -6% in 1H18 and flat in 2H18
                                                 • Constant currency growth of +6.5% reflects the improvement in organic
                                                   growth together with the acquisition contribution of the Carillion hospital FM
                                                   contracts which have now annualised (transfers occurred June-August 2018)

9     Serco Group plc – 2019 Half Year Results
2019 Half Year Results - Serco Group plc 31 July 2019
Underlying Trading Profit (UTP) divisional analysis

                                                  Underlying Trading Profit and margin
     UTP increase led by
                                                                         HY19 UTP              HY18 UTP             HY change             FY18 UTP
     Americas, driven by CMS
                                                                Reported Constant Reported   Reported   Reported   Constant Constant   Reported Reported
     new contract structure,                      £m            Currency Currency   Margin   Currency     Margin   Currency Currency   Currency   Margin
     phasing and unusually
     high volume of variable                      UK&E            15.2      15.2    2.3%       14.2      2.2%       +1.0      +7%        39.2     3.0%
     work                                         Americas        37.7      35.3 10.1%         19.1      6.3%      +16.2      +85%       45.7     7.1%
     UK benefitted from                           AsPac           11.8      12.3    4.2%       13.1      5.0%         (0.8)    (6%)      26.8     4.9%
     Carillion acquisition,                       Middle East      7.4       7.2    4.5%        9.9      6.1%         (2.7)   (27%)      21.5     6.3%
     largely offset by the AASC                   Divisions      72.1      70.0     4.9%      56.3       4.1%      +13.7 +24%          133.2     4.7%
     mobilisation and transition
     costs and AWE lower                          Corporate      (21.5)    (21.5) (1.5%)      (18.7)     (1.4%)       (2.8) +15%        (40.1)   (1.4%)
     margin                                       Total          50.6      48.5     3.4%      37.6       2.8%      +10.9 +29%           93.1     3.3%

     AsPac change includes
     transition and mobilisation                  • Favourable FX of £2.1m increases the HY change from +£10.9m to +£13.0m
     costs
                                                  • UTP growth of +29% at CFX increases to +35% at RFX
     Middle East includes the                     • IFRS16 adoption in HY19 increased UTP by £1.6m; excluding this, UTP would
     margin reset on MELABS                         have been £49.0m, growth of +25% at CFX (increases to 30% at RFX)
                                                  • Margin increased by +60bps, or +50bps excluding IFRS16

10     Serco Group plc – 2019 Half Year Results
Income statement – EPS and DPS

                                                  £m                                                     HY19         HY18          FY18
     Net Finance Costs
     increased due to IFRS16                      Underlying Trading Profit (UTP)                         50.6         37.6         93.1
     and repayment of Intelenet                   Net Finance Costs (NFC)                                 (10.5)        (6.3)       (13.9)
     vendor loan note in 2H18;
                                                  Underlying PBT                                          40.1         31.3         79.2
     Underlying effective tax
     rate reduced to 24% (see                     Tax on UTP and NFC                                        (9.8)      (10.6)       (20.6)
     Appendix 7)                                  Underlying PAT                                          30.3         20.7         58.6
                                                  Non underlying items                                        -           7.8        23.6
     Underlying EPS up +42%                       Amortisation of intangibles arising on acquisition        (2.3)        (1.9)        (4.3)
     (up +35% at CFX)
                                                  Non underlying tax                                         1.3         (0.6)       11.8
     Non underlying items                         PAT before exceptionals                                 29.3         26.0         89.7
     (Contract & Balance Sheet                    Exceptional items, net of tax                           (30.7)       (11.4)       (22.3)
     Review items) net nil;                       Profit /(loss) after tax                                 (1.4)       14.6         67.4
     exceptional costs include                    Less: attributable to non-controlling interests           (0.3)       (0.1)           -
     SFO (see next slide)                         Attributable to equity owners                            (1.7)       14.5         67.4
     As previously indicated,
     the Board is not declaring                   Weighted average share count for diluted EPS         1,146.3m     1,117.9m     1,125.4m
     an interim dividend; FY19                    Underlying EPS, diluted                                2.62p       1.84p        5.21p
     is the last year of
                                                  Impact of non underlying items                         (0.09p)      0.48p        2.76p
     significant OCP and
     exceptional cost cash                        Statutory EPS before exceptional items, diluted        2.53p       2.32p        7.97p
     outflows; policy under                       Impact of exceptional items                            (2.68p)     (1.02p)      (1.98p)
     careful and regular                          Statutory EPS, diluted                                (0.15p)      1.30p        5.99p
     consideration                                DPS                                                        0p          0p           0p

11     Serco Group plc – 2019 Half Year Results
Exceptional items

                                                  £m                                                       HY19      HY18      FY18
     Restructuring costs relate
     to the last year of the                      Exceptional (loss)/profit on disposals                      -         -       (0.5)
     Transformation stage of                      Other exceptional operating items:
     implementing the                              Restructuring costs                                       (5.4)   (11.3)    (32.3)
     strategy, including
                                                   SFO fine and investigation costs                        (22.9)        -         -
     redundancy and other
     incremental costs                             Other costs re UK Government review                       (1.1)     (0.3)      0.4
                                                   Acquisition costs re NSBU                                 (1.7)       -         -
     Investigation by the                          Reversal of impaired loan balances re prior disposal        -         -      13.9
     Serious Fraud Office (SFO)
                                                   Cost of Guaranteed Minimum Pension equalisation             -         -       (9.6)
     concluded with a Deferred
     Prosecution Agreement; a                      Reversal of impairment of other assets                      -         -        0.8
     fine of £19.2m together                       Increased legal and onerous lease provisions                -         -       (4.6)
     with £3.7m related to the                    Other exceptional operating items                        (31.1)    (11.6)    (31.4)
     SFO’s investigation costs                    Exceptional operating items                              (31.1)    (11.6)    (31.9)
     charged to the income
     statement in H1 as a post                    Exceptional finance income re prior disposal loan note      -         -        7.5
     balance sheet event, and                     Tax on exceptional items                                   0.4       0.2       2.1
     will be cash-settled in H2                   Total exceptional items, net of tax                      (30.7)    (11.4)    (22.3)

                                                  Memo: cash flow and net debt exceptional items           (12.1)    (24.1)    (19.2)

12     Serco Group plc – 2019 Half Year Results
Free Cash Flow and Trading Cash Flow

                                                  £m                                                                     HY19      HY18        FY18
     FCF restated for capital
     repayment of finance lease                   Operating profit before exceptionals                                   48.3       43.5      112.4
     liabilities; no impact to Net                Share of profit of joint ventures and associates                       (13.5)     (15.0)     (28.8)
     Cash Flow                                    Depreciation and amortisation (excl. IFRS16 leases)                     21.7       22.2       43.2
     For HY19, IFRS16                             Depreciation and impairment of lease ROU assets                         29.4        n/a        n/a
     introduces two new lines                     Working capital movement                                                 (7.5)    (27.3)     (21.6)
     which broadly net out:                       OCP utilisation (excl. accelerated OCP utilisation re IFRS16 leases)   (29.5)     (33.7)     (51.8)
     depreciation of lease ROU                    Accelerated OCP utilisation re IFRS16 leases                           (12.6)         -          -
     assets; and capital                          Other movements in provisions                                             6.7       (9.0)    (16.3)
     repayment of all leases (ie                  Other non-cash movements                                                  5.6        7.5      16.4
     including previous                           Tax paid                                                               (17.2)       (4.8)    (10.6)
     operating leases)
                                                  Net cash flow from operating activities                                31.4      (16.6)      42.9
     FCF turns positive: lower                    Dividends from joint ventures and associates                            13.4       16.1       29.7
     working capital movement,                    Net interest paid                                                      (10.5)       (8.0)    (18.1)
     OCP utilisation and capex                    Capital repayment of lease liabilities                                 (22.3)       (5.0)      (8.7)
                                                  Net capital expenditure                                                (11.7)     (17.5)     (29.5)
     Average working capital
                                                  Purchase of own shares net of options proceeds                            0.1       (0.6)        -
     days broadly unchanged
                                                  Free Cash Flow (FCF)                                                     0.4     (31.6)      16.3
     No use of working capital                    Add-back: tax paid and net interest paid, as above                      27.7       12.8       28.7
     facilities across the Group                  Add-back: non-cash R&D, within other movements                             -          -         0.1
                                                  Trading Cash Flow                                                      28.1      (18.8)      45.1
                                                  Memo: UTP to Trading Cash Flow conversion                              56%          n/a      48%

13     Serco Group plc – 2019 Half Year Results
Net debt and leverage

                                                  £m                                                  HY19        HY18         FY18
     HY19 is presented on a
     pro forma basis to exclude                   Free Cash Flow                                         0.4       (31.6)       16.3
     the £139m net proceeds of                    Exceptional items                                    (12.1)       (24.1)      (19.2)
     the Equity Placing                           Net (acquisition)/disposal of subsidiaries             (9.3)      (14.9)      (31.3)
     Adjusted Net Debt                            Other movements in investment and loan balances         0.3          -          4.0
     restated to exclude                          Cash movements on hedging instruments                  (7.0)        3.3         0.2
     finance leases as IFRS16                     Foreign exchange movement on net debt                   0.3       (16.6)      (22.3)
     makes no distinction                         Movement in Adjusted Net Debt, pro forma            (27.4)       (83.9)      (52.3)
     between finance and                          Opening Net Debt                                   (173.2)      (141.1)     (141.1)
     operating leases                             Exclude finance leases in Opening Net Debt             n/a         20.2        20.2
                                                  Closing Adjusted Net Debt                         (200.6)      (204.8)     (173.2)
     Closing Adjusted Net
     Debt compares to a daily                     Covenant adjustments (see Appendix 10)              (11.5)       (37.4)       (8.3)
     average of £219m; the                        Net borrowings, pro forma                         (212.1)      (242.2)     (181.5)
     daily average increased                      Equity Placing net proceeds                         138.7          n/a        n/a
     £26m on HY18, very similar                   Net borrowings per covenant                        (73.4)      (242.2)     (181.5)
     to the closing movement
     Covenant leverage of                         EBITDA per covenant LTM (see Appendix 10)         170.5        138.5       171.0
     0.43x; on an underlying                      Exclude non-underlying items LTM                   (15.8)         -         (23.6)
     pro forma basis (ie                          EBITDA underlying LTM                             154.7        138.5       147.4
     excluding OCP net
     releases in 2H18 and the
     placing proceeds),                           Leverage ratio per covenant                         0.43x       1.75x       1.06x
     leverage was 1.37x                           Leverage ratio underlying pro forma                 1.37x       1.75x       1.23x

14     Serco Group plc – 2019 Half Year Results
IFRS16 leases – reminder of background and effect

• New accounting standard effective for the Group from 1 January 2019; transition approach for Serco means
  prior periods are not restated; our guidance for FY19 was updated for IFRS16 back in February
• Key impacts of IFRS16 are that Underlying Trading Profit (UTP) increases, but Net Finance Cost (NFC) also
  increases; these increases fully net out over the life of each lease, but the ‘interest cost’ is higher in the early
  years of a lease and lower in the later years, as the finance charge on the liability is on a reducing balance
  basis whereas depreciation of the asset is on a straight line basis
• Importantly, IFRS16 has no cash flow impact, nor any covenant impact; net debt for covenant purposes will
  continue to be calculated by lenders under the prior standard, IAS17; Serco’s guidance of Adjusted Net Debt,
  which excludes all lease obligations, therefore closely matches the covenant definition
• FY19 estimated effect now updated principally for AASC:
     – Opening balance sheet adjustments of a lease ROU asset of £104m, lease liability of £129m
     – Asset ≠ liability on adoption due to transition methodology and impairment of ROU assets on OCPs
     – Operating lease expense no longer charged to UTP: ~£60m; this is replaced by
            – depreciation cost of newly recognised lease ‘right of use’ (ROU) asset charged to UTP: ~£55m
            – ‘interest cost’ of newly recognised lease liability charged to NFC: ~£5m
• No change to previous impact on FY19 guidance: UTP and NFC each increase by ~£5m, so broadly net out
• AASC will have a bigger impact in FY20: net margin lower in earlier years, higher in later years; split of
  increase in UTP and NFC will only be fully determined when lease lengths are more certain
• For the Caledonian Sleeper OCP contract, the ROU asset that would have been newly recognised in-year has
  been immediately impaired by £12.6m of OCP accelerated utilisation; the residual OCP liability is therefore
  now smaller, but there is a new lease liability; the cash outflow remains the same (split between OCP
  utilisation and the cash outflows of interest and capital repayment elements of the lease liability)

15   Serco Group plc – 2019 Half Year Results
Remaining OCP liability and effect of IFRS16

                                                                                                                           Onerous
     Contract & Balance Sheet                                                                                               contract
     Review OCPs originally                       £m                                                                      provisions
     charged in FY14 of £447m;
                                                  31 December 2018                                                           (82.1)
     OCPs liability reduced to
     £27m by end of HY19                          Opening adjustment of IFRS16 adoption to impair initial ROU assets          13.3
                                                  As at 1 January 2019                                                       (68.8)
     IFRS16 opening
     adjustment and in-period                     Charged                                                                     (3.9)
     impairment totaling £26m;                    Released                                                                     3.9
     remaining liabilities in
     terms of future cash                         Utilised against in-period losses                                           29.5
     outflows are the lease                       Accelerated utilisation to impair IFRS16 ROU assets arising in-period       12.6
     liabilities together with the                Unwinding of discount                                                        0.2
     OCP liabilities, therefore
     ~£50-55m in total                            FX                                                                          (0.2)
                                                  30 June 2019                                                              (26.7)
     Phasing of future cash
     outflows expected to be
     2H19 ~£15-20m, FY20
     ~£15m, FY21 and beyond
     in aggregate ~£15-20m

16     Serco Group plc – 2019 Half Year Results
FY19 outlook and modelling assumptions
• NSBU acquisition excluded from Revenue and UTP guidance, but included in Adjusted Net Debt guidance
• Revenue of £3.0bn (FY18: £2,837m)
     – Around top end of previous £2.9-3.0bn guidance; ~+4% organic growth now assumed; acquisition
       contribution of ~+1%, driven by full-year impact of Carillion contracts; FX estimate ~+1%
• Underlying Trading Profit of ~£105m (FY18: £93m)
     – Unchanged from previous guidance; includes ~£5m increase for the adoption of IFRS16; FX estimate
        would currently add ~£2m therefore RFX of ~£107m
     – Drag from £10m of non-recurring trading items in FY18 and margin resets (MELABS, AWE) are
        expected to be offset by improvements in UK Healthcare business, other contract growth and further
        cost efficiencies
     – Final outcome, as always, remains sensitive to even small percentage changes in revenues or costs, as
        well as movements in currency
     – Outcome particularly sensitive to continued successful progress mobilising and transitioning large new
        contracts
• Net Finance Costs ~£20m (FY18: £14m)
      – Includes ~£5m increase for the adoption of IFRS16
      – Includes ~£3m increase due to non-cash credits no longer earned following repayment of Intelenet
        loan note
• Underlying Effective Tax Rate to reduce to below 25% (FY18: 26%), reflecting improving profit mix
• Weighted average number of shares for diluted EPS ~1,200m (FY18: 1,125m)
• Exceptional restructuring costs of ~£15m (FY18: £32m), with final steps of Transformation; £23m re SFO (1H
  charge, 2H cash outflow); DFRP settlement is a £10m non-underlying credit and cash inflow both in 2H
• Closing Adjusted Net Debt (ie excluding lease obligations) ~£250m (FY18: £173m), reflecting completion of
  NSBU acquisition; Underlying leverage of ~1.5x (FY18: 1.2x)

17   Serco Group plc – 2019 Half Year Results
HY19 Operational Review

Rupert Soames
Group Chief Executive

18   Serco Group plc – 2019 Half Year Results
HY19 highlights & lowlights

Highlights                                                                               Lowlights
• Strong UTP progress; on track for ~20% CAGR 2017-19 (excludes any NSBU contribution)   • Delay to introduction of
                                                                                           Sleeper new rolling stock
• Acquisition of NSBU adds materially to the scale and capability of our US business;
  7-9% accretive to Underlying EPS in FY20                                               • Management of COMPASS
                                                                                           overstayers
• Order intake very strong at £3.3bn; 60:40 new vs existing; order book now £14.0bn;
  third year in a row that intake exceeds revenue and therefore order book grows         • Continued high levels of
                                                                                           prison violence
• New wins included those for AASC UK asylum accommodation support, Australia
  defence garrison healthcare, US Pension Benefit Guarantee Corporation field support,   • Icebreaker delivery timetable
  US Air Force NexGen IT, Adelaide Remand Centre, Windsor & Maidenhead                     now very tight
  environmental services, and numerous US defence and FEMA operational support task
  orders; strong performance on rebids and extensions                                    • Tight labour market in US

• Mobilisations and transitions of large new contracts progressing well                  • Replenishing the pipeline for
                                                                                           new business will take time,
• OCPs on track; remaining liability now reduced by ~90% since 2014 to £27m (or £53m       but expected to pick up in H2
  pre IFRS16 adjustments and accelerated utilisation to impair leases)
                                                                                         • UK environment still weak
• UK Government continues to demonstrate support to outsourcing supply chain               and a drag to aggregate
  through Cabinet Office relationship and developments in procurement processes            market growth, with Brexit
                                                                                           and political uncertainty a
• Numerous internal management moves completed, including internationally; culture of      continuing challenge for the
  collaboration and learning continues to deepen and deliver tangible results; 600         Civil Service, reducing their
  applications for 12 places on Serco UK Graduate Programme                                bandwidth to launch major
• Operational Excellence: strong internal shared services; SAP upgrade, WFM and            new initiatives; non-
  procurement initiatives underway; continued development of management training           discretionary projects still
  programmes; recognised for Defence Reserves Support; numerous awards e.g.                progressing
  Merseyrail and Northlink Ferries; celebrated 30 years of Serco in Australia
• Conclusion of SFO investigation with DPA agreed; amicable settlement to DFRP dispute

19   Serco Group plc – 2019 Half Year Results
Order book and pipeline progress
                                                                                                     Order book progress
• Order book progress comes from existing work (ie                                      13.6                                            14.0
  rebids/extensions) as well as new work; cumulatively                                         12.6                             12.0           14

                                                                                                                                                    Order book value (£bn)
  over last 6+ years, mix of order intake has been roughly                        5                                    10.7

                                                             Award value (£bn)
                                                                                                          10.0   9.9                           12
  split 50:50 between rebids/extensions and new work                              4                                                            10
• Order book definition aligned from FY18 to new                                  3                                                            8
  IFRS15 disclosure of the revenue expected to be                                                                                              6
                                                                                  2
  recognised from the remaining performance                                                                                                    4
  obligations on existing contractual arrangements; this                          1                                                            2
  excludes unsigned extension periods, but the £14.0bn                            0                                                 0
  would be £1.0bn higher at £15.0bn if option periods in                              FY13 FY14 FY15 FY16 FY17 FY18 HY19
  our US business were included; adding Serco’s share of                         Rebid/extension award value (LHS) Order book value (RHS)
  JV&A revenue would add a further £1.6bn                                        New bid award value (LHS)                    IFRS15 future contractual
                                                                                                                              revenue (RHS)
• Acquisitions further enhance the order book progress;                          Acquisition TCV added to
  £0.7bn added from Carillion transaction in FY18; NSBU                          order book (LHS)
  will add ~$600m on completion in 2H19                                          IFRS15 definition change (LHS)

• Our new bid pipeline is an important component of                                        New bid pipeline at 30 June 2019
  revenue growth opportunity, but only part of the story;
  pipeline at end of HY19 of £3.2bn excludes ~£1bn of                                        ~6%                                  ~9%
  contracts
Overview of NSBU acquisition
Context
• Over the last 5 years, Serco has been on a journey: Stabilise – Transform – Grow
• Revenues now growing; Underlying Trading Profit CAGR 17-19E ~20%; FCF positive
• Strategy review identified US Navy as a target for investment
• Serco has been serving US Navy >30 years; US Defence revenues $453m in 2018
• Successfully completed BTP and Carillion Healthcare acquisitions in 2018
Investment rationale
• NSBU has world-class capabilities in ship and submarine design, production, engineering
  and in-service support. Complements Serco’s existing US Navy ship-board and shore-
  based modernisation, installation and systems integration business
• Makes us a top-tier supplier to the US Navy, one of the fastest-growing areas of public
  procurement. Improves mix of Group business
• Significantly broadens the capabilities and increases the scale of both our North American
  and international Defence businesses
• Opportunities to grow in existing Serco footprint: Canada, UK, Middle East, Australia
• Enables us to generate synergies through sharing our fixed overheads across the wider
  revenue base in North America
Transaction overview and financial effects
• Consideration: $225m on a cash-free, debt-free basis
• Financed by an Equity Placing that raised gross proceeds of £140m, together with a new
  committed debt facility of up to £75m
• Expected to contribute FY20 revenue of approximately $370m (£285m1),
  EBITDA $28m (£21m) and UTP2 $27m (£20m); implied multiples of 0.6x, 8.1x and 8.3x,
  respectively; Underlying EPS accretion of 7-9% in FY20
• Financing structure produces attractive returns whilst keeping leverage well within our
  target range. 2019 closing leverage forecast3 increases from ~1.3x to pro forma ~1.5x
1. All figures translated at an exchange rate of £1:$1.30 for all current and forecast financials.
2. UTP as defined by Serco: IFRS Operating Profit excluding amortisation of intangibles arising on acquisition as well as exceptional items; UTP additionally excludes other material one-time items.
3. Leverage guidance excludes lease obligations newly recognised under IFRS16, which is consistent with the covenant measure for the Group’s financing facilities.

21    Serco Group plc – 2019 Half Year Results
UK & Europe Update

Kevin Craven
Divisional CEO, Serco UK & Europe

22   Serco Group plc – 2019 Half Year Results
UK & Europe: divisional overview
        Operations across:                                 Key financials:                         2018

                                                              Revenue                            £1,301m
           180 contracts                                                                     (£1,674m inc. JV&As)

           82 customers                            Underlying Trading Profit                     £39.2m
         ~24,000 employees
                                                              Margin                               3.0%

 Europe                                                                 Mix of revenue by                       Defence
                                                                          Business Unit
                                                                         (inc. share of JV&As)                                                             Skynet
                                                                            and key
                                                                       customers/contracts
 Euro Space             Euro institution    Defence base                                                            Management of      e.g. FPMS:          Satellite
 front/mid/back         front/mid/back      facilities                                                              vital national     Defence             operational
 office services        office services     management                                                              facilities         marine services     control

 Transport                                                                                                      Citizen Services
                                                                               8%

                                                                        13%               28%

     Urban rail         Lifeline freight     Overnight                                                              Local Govt         Central Govt        Environmental
     franchise via JV   and passenger        iconic rail                                                            front/mid/back     front/mid/back      and leisure
     arrangement        ferries service      service                   16%                                          office services    office services     services

 Health                                                                                   19%                   Justice & Immigration
                                                                              16%

 Integrated FM          Pathology            Integrated FM                                                          Asylum seeker      Prisoner Escort &   Prison
 services               services             services                                                               support services   Custody Services    management

23      Serco Group plc – 2019 Half Year Results
UK & Europe: HY19 financial performance

• Revenue growth of +4%, or +£23m, to £658m
        – Acquisition net contribution of +5%, or +£31m: Carillion health FM acquisition added +£36m in H1,
          annualised revenue base now £70m+, successful transition of six NHS hospitals completed in
          summer/autumn 2018; small disposal of part of Anglia Support Partnership to exit an OCP
        – Organic CFX change -1%, or -£7m: small growth in contracts such as Barts Health NHS Trust FM and
          DWP Citizen Services work, start of new environmental services for Hart DC and Basingstoke & Deane BC,
          offset by early exit of East Kent Hospitals OCP contract, and lower revenue in European operations

• Underlying Trading Profit £15.2m, margin 2.3%; growth at CFX and ex IFRS16 of +3%, margin
  held flat despite cost investment
        – Positive profit contribution from Carillion contracts and other improvements within our Health business;
          ongoing transformation and efficiency programmes
        – Offset by two key areas of profit reduction: JV&A contribution lower, largely as a result of new three-year
          pricing period for AWE; Mobilisation and transition costs on AASC

• OCP utilisation continuing to reduce
        – HY19 of £23m, down from £30m in HY18; principally Caledonian Sleeper, COMPASS and PECS
        – Utilisation/cash losses for FY19 expected to be ~£40m, and to drop further in FY20 to
UK & Europe: financial turnaround
                                                            Revenue change has shifted from attrition and managed reduction, to growth
Revenue total change (%)

                                                                                                                                                                                        ~+4%
                                  5%                                                                                                                         ~+2%
                                  0%
                                 -5%                                                                       -3%                      -2%
                                -10%
                                -15%
                                                  -14%
                                -20%                                         -17%
                                                  FY15                        FY16                        FY17                     FY18                       FY19e                      FY20e

                                                           OCP utilisation has reduced each year, UTP has moved from decline to growth
UTP and OCP utilisation (£m)

                                   80
                                                                 UTP (with in-year losses offset by OCP utilisation)
                                   40                                                                                                                                                 ~£60m+
                                                  £58m                       £46m                                                 £39m                    ~£45-50m
                                                                                                         £35m
                                    0
                                                                             £60m                        £55m                     £47m                      ~£40m                    ~£10-15m
                                  -40             £79m
                                  -80                            OCP utilisation (representing in-year losses; FY19e and FY20e are before the effect for IFRS16 adjustments and impairments)
                                                  FY15                        FY16                        FY17                     FY18                       FY19e                      FY20e

                                                               UTP margin reached its nadir in FY17 and is now increasing appropriately
                                  4%                                                                                                                                                    ~4.5%
                                                  3.5%                       3.3%                                                                            ~3.5%
UTP margin (%)

                                  2%                                                                                               3.0%
                                                                                                          2.6%

                                  0%
                                                  FY15                        FY16                        FY17                     FY18                       FY19e                      FY20e

                                          Strong operational delivery, improving financial performance and an
                                          inflection point following the drag from previous onerous contracts
    25                         Serco Group plc – 2019 Half Year Results
UK & Europe: key contract developments
Caledonian Sleeper
• New rolling stock operational challenges, but good progress being
  made: Lowlander service began May, now stabilised; Highlander expected
  to launch by end September; passenger volumes up 9% YTD vs 2018,
  continuing the strong growth since we began operating the franchise
• Trading within the OCP expectations: OCP increased in 2017 due to
  rolling stock delay; traded within expectations since; utilisation now drops
  significantly; Franchise Agreement mechanism for Transport Scotland to
  bear 50% of contract losses from 1 April 2020; from 1 April 2022 Serco has
  right to seek terms adjustment or to exit
AASC
• Serco’s largest ever contract award: ~£1.9bn/10yrs
• Supersedes COMPASS, which had revenue of ~£70m and losses of ~£15m p.a.
• Increased share: two large regions, ~20,000 asylum seekers, ~5,000 properties
• Contracts have improvements for Service Users and important changes to contract terms: introduction of
  volume caps and other protection for surge events; greater graduation of volume charging bands; improved
  inflation protection; mechanisms for handling certain other risk scenarios and change events
• Expect negligible effect on profitability in 2019 but materially positive to both profit and cash flow in
  2020; mobilisation/transition tracked to plan in 1H:
      – North West transitioned to AASC terms on 1 Jul, full permit to operate 1 Sept
      – Midlands & East of England transitions from G4S (COMPASS terms) to Serco (AASC terms) on 1 Aug for IA,
         1 Sept for DA; full permit to operate 1 Sept; sub-contractor transition in place with
      – Scotland & Northern Ireland exits to Mears are ongoing; Serco’s COMPASS contract ends 30 Sept;
         implementing strategy for overstayers in Scotland
             Sleeper has some remaining challenges and risks, but good progress;
             AASC is very significant for the division and the Group, and is on track
26   Serco Group plc – 2019 Half Year Results
UK & Europe: Space & Security capability
                                              Ballistic                        Air                                                           Emergency
             Space                            Radars                      Defence Radars                         Technology               Planning College
         Space Operations              24/7/365 Space Operations         Technical Capability Insertion         Systems Engineering        Emergency Response
     High Security Environments        Space Traffic Management               Logistics Support                Frontline Equip. Testing      Cyber Resilience
        Network Operations                   Space Analytics                  Radomes Support                  Software Development         Business Continuity
           Space Training                 Critical Infrastructure            Availability Contract                Life Cycle Support        Specialist Training
                                                                                                                                             Virtual Learning

                                                                                   UK
                                                                                Spaceport

   US Combined
 Space Ops Centre
                                                                                                          Early warning
     (CSPOC)                                                        AD
                                                                                                          radars
                                                                    Squadrons
                                                                                                                                                  European
                                                                                                             EPC                                Space Agency
                                                  F35 Squadrons

                                                        Global                                                Skynet 5 & 6
                                                        Navigation
                                                        Satellite System          Joint National Space
                                                                                       Ops Centre

• Serco manages a portfolio of complimentary capabilities across a range of critical Space & Security contracts
• Current opportunities under development include Skynet (rebid, with potential expansion) and new
  operations such as Global Navigation Satellite System (GNSS), Space Port, and BMD Radar
• We are also exploring the emerging requirements around interconnected Space Operations Centres in the
  UK, US and other regions

27     Serco Group plc – 2019 Half Year Results
UK & Europe: Health citizen-centric solutions

     Citizen-centric design                       Serco Cares
                                                  • Programme rolled out to Serco Health contracts to deliver
     • Serco’s ExperienceLab designs
                                                    service improvements that amplify the beneficial impact
       services and digital solutions
                                                    that hospital ancillary staff can have on patient care
       that really work for people - for
                                                    journeys.
       those that deliver them and for                                                                               “The most impressive
       those who use them.                        • Developed using our structured person-centred approach,           training exercise for
                                                    with research undertaken across 6 UK hospitals, and               frontline workers we
       We are passionate about the                  involving extensive time with patients, carers, clinicians and      have ever seen.”
      value of person-centred design                non-clinical staff.                                                 – Saïd Business
                                                                                                                       School, Oxford
         to deliver sustainable and               • The result has seen a re-definition of the role of hospital          University
      effective service improvements                ancillary staff through the formal recognition of their
                                                    importance as positive support agents in the patient care
     • Much of our recent work has                  and recovery journey.
       been in our Health business,
       where we are committed to
       working with the NHS to                    Patient Discharge Suite
       transform the delivery of
       services and revolutionise the             • Patient flow is a critical challenge for NHS,
       patient experience.                          particularly during winter months where patient
                                                    experience and A&E wait time targets are
     • Using our structured research,               severely impacted.
       design and implementation                  • In partnership with Norfolk & Norwich University
       approaches, we deliver                       Hospitals NHS Foundation Trust, Serco designed,
       innovative and ground-                       built and launched a new discharge suite.
       breaking service improvements              • Service design, analytics and people experience /
       in hospitals across the UK.                  culture are core elements of the solution.
                                                  • As adoption across hospital wards rises, bed shortfall and
                                                    A&E performance is improving, with the new service already showing
                                                    real benefit to hospital performance and patient experience.

28     Serco Group plc – 2019 Half Year Results
UK & Europe: current pipeline of ~£1.3bn
• Seven opportunities currently meet the external
  pipeline definition i.e. new bid (so excludes organic,
  extension and rebid opportunities), >£10m ACV, Gate 2
  or beyond, due for adjudication within next 24 months
• Broad spread across most sectors
                                                                          Defence:
• The Prison Framework will enable quicker and more                       Housing FM
  efficient bidding. Two new-build prisons                                ~7 years
  (Wellingborough and Glen Parva) expected to be
  released to the market shortly. In subsequent years,                                  Citizen
  several Operate & Maintain (O&M) contracts for                           Defence:     Services:           Health:
                                                              J&I:         Maritime     Contact and
  former PFI infrastructure will also likely come due                      support
                                                                                                            Soft FM
                                                              Prison                    processing          ~7 years
• Pipeline excludes rebids and extensions; Northlink          O&M          ~5 years     ~5 years
  Ferries decision is imminent (current Serco contract        ~10 years
  runs to 24 October 2019); PECS rebid offers                                                                   Citizen
                                                                                                                Services:
  opportunity similar to a new bid given it is an OCP (runs                            J&I:                     Enviro services
  to August 2020); Viapath has rebid/expansion                                         IRC                      ~10 years
  concluding in 2020                                                                   Management
                                                                          Defence:     ~8 years
• Continental Europe offers a platform for further                        Base FM
  pipeline development; recently begun first Defence                      ~7 years
                                                                                       KEY: circles reflect approximate TCV and
  base support contract in Belgium (Heverlee); supported                               therefore include an estimate for potential
  the US division to win the European Patent Office                                    contract length; where bids are by Joint
  contract                                                                             Venture, only Serco’s share is included

• Citizen-centric design opening further opportunities in
  Health (e.g. care-coordination, patient flow solutions)
     Reasonable pipeline and with some breadth; UK Gov remains challenged by Brexit
     and political instability, restricting demand for new outsourcing and transformation
29    Serco Group plc – 2019 Half Year Results
UK & Europe: securing the turnaround
• Complete and embed our Transformation
     – UK & Europe division fully integrated; IT, HR and Finance functional transformations largely complete,
       with Procurement implemented by March – early signs positive; strengthen remaining support
       functions; employee engagement scores are strong
     – WFM (Workforce Management) – over 7,000 by year-end on our new management system
     – WoW Programme (Way of Working) launched; investing in the contract management community to
       improve contract profitability and performance, alongside Operational Excellence initiatives to
       support a Continuous Improvement culture
• UK Government outsourcing currently remains a challenging environment, BUT
     – Serco’s transformation, focus on operational delivery and strength of financial footing are all
       recognised and acknowledged by our customers
     – Progress also made with UK Gov noting too much past focus on cost over quality, and transferring risk
       to suppliers; the ‘Outsourcing Playbook’ is an important positive development
     – New tenders are still emerging (e.g. prisons) and sufficient new bid pipeline; Brexit itself may yield
       opportunities; strong operational focus should increase probability to re-secure existing work
• Moving to growth
     – Complete the transition of AASC and deliver the target returns
     – Maintain extension/rebid win rates – largest near-term are Northern Isles Ferries (current contract end
       date of October 2019), PECS (August 2020) and Herts CC (March 2021)
     – Increase and broaden further the pipeline, including: utilising the strength of our Centres of
       Excellence (Health, J&I) and ongoing proposition development; leveraging US defence acquisitions
       (BTP, NSBU); further enhancing the coordination with other international divisions; deepening
       capability in continental Europe

           Market retains long-term attractiveness; Serco’s position well-established
30   Serco Group plc – 2019 Half Year Results
Summary & Outlook

Rupert Soames
Group Chief Executive

31   Serco Group plc – 2019 Half Year Results
Summary

• HY19 has built on the inflection point delivered in 2018
• Good trading and financial performance
• Very strong order intake and order book
• NSBU acquisition materially adds to scale and capability of US defence business
• Robust balance sheet
• 2019 guidance for growth in both Revenue and UTP
• Mobilisation and transition of large new contracts progressing well

32   Serco Group plc – 2019 Half Year Results
Q&A

33   Serco Group plc – 2019 Half Year Results
Appendix 1 – notes and definitions
• Revenue is as defined under IFRS, which excludes Serco’s share of revenue of its joint ventures and associates. In prior periods where relevant, revenue
  including that from any discontinued operations has been shown for consistency with previous guidance and disclosures.
• Organic revenue growth is the change at constant currency after adjusting to exclude the impact of relevant acquisitions or disposals.
• Trading Profit is defined as IFRS Operating Profit excluding amortisation of intangibles arising on acquisition as well as exceptional items. Consistent with
  IFRS, it includes Serco’s share of profit after interest and tax of its joint ventures and associates. Underlying Trading Profit excludes Contract & Balance
  Sheet Review adjustments (principally Onerous Contract Provision (OCP) releases or charges) and other material one-time items. In prior periods where
  relevant, it has also excluded the beneficial treatment of depreciation and amortisation of assets held for sale. In prior periods where relevant, Trading
  Profit measures have included discontinued operations for consistency with previous guidance and disclosures.
• Change at constant currency for Revenue and Underlying Trading Profit is calculated by translating non-Sterling values for the period being reported into
  Sterling at the average exchange rate for the comparable period.
• Underlying EPS reflects the Underlying Trading Profit measure after deducting pre-exceptional net finance costs and related tax effects.
• Trading Cash Flow is the net cash flow from operating activities before exceptional items as shown on the face of the Group’s Consolidated Cash Flow
  Statement and is stated after net capital expenditure on tangible and intangible asset purchases, adding dividends we receive from joint ventures and
  associates, and adjusting to remove net tax paid.
• Free Cash Flow is Trading Cash Flow after adjusting to deduct net interest paid and net tax paid.
• Pre-tax ROIC is calculated as Underlying Trading Profit or Trading Profit divided by the Invested Capital balance on a two-point average basis. Invested
  Capital assets are: goodwill and other intangible assets; property, plant and equipment (excluding ROU lease assets); interests in joint ventures and
  associates; contract assets, trade and other receivables; and inventories. All other assets are excluded from Invested Capital, being: ROU lease assets; tax
  assets; derivative financial instruments; retirement benefit assets; and cash and cash equivalents. Of the total liabilities on the balance sheet, Invested
  Capital liabilities are contract liabilities, trade and other payables. All other liabilities are excluded from Invested Capital being: lease liabilities; tax
  liabilities; provisions; derivative financial instruments; retirement benefit obligations; and loans. In prior periods where relevant, assets and liabilities
  classified as held for sale were also included in Invested Capital.
• The order book reflects the estimated value of future revenue based on all existing signed contracts, excluding Serco’s share of joint ventures and
  associates. It excludes contracts at the preferred bidder stage and excludes the award of new Multiple Award Contracts (MACs) or Indefinite Delivery /
  Indefinite Quantity (IDIQ) contract or framework vehicles, where Serco cannot estimate with sufficient certainty its expected future value of specific task
  orders that may be issued under the IDIQ or MAC; in these situations the value of any task order is recognised within the order book when subsequently
  won. In 2018, the definition was aligned with IFRS15 disclosures of the future revenue expected to be recognised from the remaining performance
  obligations on existing contractual arrangements. This excludes unsigned extension periods as well as option periods in our US business (though an order
  book value including option periods is also noted).
• The pipeline is defined as new bid opportunities with estimated Annual Contract Value (ACV) of at least £10m, and which are expected to be bid and
  adjudicated within a rolling 24-month timeframe. The TCV of individual opportunities is capped at £1bn. The definition does not include rebids and
  extension opportunities related to existing contractual relationships. FOR MACs or IDIQs, only the potential value of any individual task order is included.

34   Serco Group plc – 2019 Half Year Results
Appendix 2 – focus on five sectors across four regions

HY19 revenue mix, including share of JV&As*
                                        UK &                                              Asia                  Middle
     £m             Sector             Europe                Americas                    Pacific                 East

                Defence                    238                     202                       23                       14       £477m     29%

          Justice &
                                           136                        -                     135                         -      £271m     16%
        Immigration

             Transport                     110                       50                      10                      105       £275m     16%

                    Health                 154                        -                      48                       15       £217m     13%

                 Citizen
                Services                   213                     119                       64                       32       £428m     26%

                       Total           £851m                    £371m                    £280m                   £166m         £1,668m
                                        51%                      22%                      17%                     10%

* Reflects £1,475.5m reported revenue, adjusted to include Serco's share of joint ventures and associates revenue of £192.9m

35     Serco Group plc – 2019 Half Year Results
Appendix 3 – UK & Europe summary of HY19

HY19 Revenue                                     Sectors
                                                 Justice, Immigration, Defence, Health,
                                                 Citizen Services, Transport
      £658m
                                                 • Revenue up: +4% CFX, -1% organic (ie excluding Carillion health FM
     CFX change:
                                                   contracts). Growth at the Barts and DWP contracts, new enviro services for
       +£23m                                       two councils. Some other contracts ending (East Kent Hospitals, which was
        +4%                                        onerous), and lower revenue in some European operations.
                                                 • UTP margin flat: at 2.2% excl. IFRS16 effect (HY18: 2.2%), or 2.1% JV&A-
% of Group Revenue                                 adjusted; JV&A contribution modestly reduced with new AWE pricing
                                                   period; mobilisation and transition costs on AASC; offsetting these were
           45%                                     positive contribution from the Carillion contracts as well as other
                                                   improvements, savings and efficiencies.
HY19 UTP                                         • OCPs: £23m utilisation excl. IFRS16 effect (HY18: £30m); principally
                                                   offsetting losses on Caledonian Sleeper, COMPASS, PECS.
                                                 • Contracts awards: ~£2.1bn. AASC, the Group’s largest ever award, was
     £15.2m                                        ~£1.9bn, and was part rebid and part new. Other awards include: Skills
                                                   Support for the Workforce; new enviro services for Windsor and
     CFX change:
                                                   Maidenhead, with extensions for 5 other councils; other extensions
       +£1.0m                                      including defence support services, contact centre services and support to
        +7%                                        European institutions.
                                                 • Rebids/extensions due before end of 2021: NorthLink Ferries, PECS and
% of Group UTP (before corp. costs)                Hertfordshire CC.
                                                 • Pipeline: several defence support opportunities; others in enviro, health
     21%          34%
                                                   FM and J&I operations; new prisons framework position awarded.
36    Serco Group plc – 2019 Half Year Results
Appendix 4 – Americas summary of HY19

HY19 Revenue                                     Sectors
                                                 Defence, Citizen Services, Transport
     £372m                                       • Revenue up strongly: +22% RFX, +15% CFX and organic (as BTP
                                                   acquisition had annualised in January). Driven by increased US Navy ship
     CFX change:                                   modernisation task orders, albeit against a weak comparative in 1H18;
       +£47m                                       particularly strong demand on the CANES IDIQ for network upgrade tasks
        +15%                                       on ships and submarines.
                                                 • UTP margin up very strongly: to 9.9% excl. IFRS16 effect (HY18: 6.3%).
% of Group Revenue                                 CMS revenue broadly flat but profit up strongly on different contract
                                                   structure and phasing of profitability across the year, together with
                        25%            25%         experiencing unusually high volumes of fixed-price variable work in 1H19;
                                                   much of the increase in profitability is expected to reverse in 2H19, and we
HY19 UTP                                           don’t expect margins to recur at these levels in the future.
                                                 • OCPs: £4m utilisation excl. IFRS16 effect (HY18: £1m) required on Ontario
                                                   DES.
     £37.7m                                      • Contract awards: ~£0.5bn. New contract for field office services to the
     CFX change:                                   PBGC; new task order for TRIRIGA NexGen IT for US Air Force Civil
      +£16.2m                                      Engineering; new shore IT and engineering sustainment for US Navy; task
                                                   orders across ship modernisation frameworks and public assistance
        +85%                                       support to FEMA.
                                                 • Rebids/extensions due before end of 2021: FAA, GIC, ATFP, Goose Bay.
% of Group UTP (before corp. costs)
                                                 • Pipeline: defence support functions; ATC support; Citizen Services case
                    53%                25%         management and processing to rebuild.

37    Serco Group plc – 2019 Half Year Results
Appendix 5 – AsPac summary of HY19

HY19 Revenue                                     Sectors
                                                 Justice, Immigration, Defence, Health,
                                                 Citizen Services, Transport
     £280m
                                                 • Revenue up: +6% RFX, +9% CFX and organic. Particularly strong growth in
     CFX change:
                                                   Citizen Services operations for contact centre and processing support,
       +£24m                                       including expansion of work for Department of Human Services and new
        +9%                                        contracts for Australia’s National Disability Insurance Scheme and Victoria
                                                   Police contact centre services for non-emergency incidents.
% of Group Revenue                               • UTP margin down: at 4.2% excl. IFRS16 effect (HY18: 5.0%). Decline in
                                                   profit largely result of non-recurring commercial settlement benefits in
                                     25%
                                   19%             1H18 and expensing in 1H19 mobilisation and transition costs for the new
                                                   defence healthcare provision contract in Australia and Adelaide Remand
HY19 UTP                                           Centre (ARC).
                                                 • OCPs: £2m utilisation (HY18: £2m) required on Hong Kong transport
                                                   operations.
     £11.8m                                      • Contracts awards: ~£0.6bn. Major new contract for defence health services
     CFX change:                                   at garrisons across Australia, valued at AU$1.01bn. New win to operate ARC
       (£0.8m)                                     for South Australia Department of Correctional Services.
         (6%)                                    • Rebids/extensions due before end of 2021: DIBP due at end of 2019 for
                                                   extension or rebid; ATO, Fiona Stanley Hospital, SQCC, Acacia Prison and
                                                   a defence marine services contract all potentially coming due 2020-21.
% of Group UTP (before corp. costs)
                                                 • Pipeline: Significant rebuild of the pipeline anticipated in 2H19; relatively
                  34%                25%
                                    16%            broad spread across J&I, Defence, Citizen Services, Transport and Health.

38    Serco Group plc – 2019 Half Year Results
Appendix 6 – Middle East summary of HY19

HY19 Revenue                                     Sectors
                                                 Transport, Defence, Health, Citizen Services
     £166m                                       • Revenue broadly flat: +2% RFX but -3% CFX and organic; growth from
                                                   new airport fire & rescue services in Saudi Arabia as well as expanded
     CFX change:                                   services at the Dubai Metro. Revenue reduced on the rebid MELABS
        (£5m)                                      contract, loss of Bahrain air navigation services and a reduction in Saudi
         (3%)                                      rail operations.
                                                 • UTP margin down: to 4.4% excl. IFRS16 effect (HY18: 6.1%); decline
% of Group Revenue                                 driven, as expected, by significant reduction in margins on the MELABS
                                                   contract following the successful rebid.
                                       25%11%
                                                 • OCPs: no OCPs.
HY19 UTP                                         • Contracts awards: ~£0.1bn (excludes signing of two-year extension of
                                                   Dubai Metro as the signed LOI was included in 2H18); new advisory
                                                   service to support Mashroat, public infrastructure programmes in Saudi
                                                   Arabia; Jeddah hospital FM and patient-facing services; further extension
      £7.4m                                        of Air Navigation Services (ANS) and training in Iraq.
     CFX change:                                 • Rebids/extensions due before end of 2021: ANS in Dubai and Iraq;
       (£2.7m)                                     Saudi rail; Dubai Metro due again in 2021.
        (27%)
                                                 • Pipeline: includes a small number of Transport and Health opportunities;
                                                   effort ongoing to rebuild a stronger pipeline across all current sectors of
% of Group UTP (before corp. costs)                ME operation.

                  34%                  25%10%

39    Serco Group plc – 2019 Half Year Results
Appendix 7 – Tax

                                                  • HY19 underlying tax of £9.8m, which, on UTP (£50.6m) less net finance costs
     HY19 Underlying ETR                            (£10.5m), is a 24% effective tax rate (ETR)
     reduced due to improved                            – Absence of deferred tax credit for in-period losses in the UK is key
     profitability and mix                                driver of high ETR
     ETR remains higher than                            – Tax charge on overseas profits blends to ~30%, reflecting the mix of
     blended average of                                   Australia, US and Middle East local rates
     standard CT rates in our                           – Calculation affected by proportion of JV&A profits which are
     regions due to absence of                            consolidated within Underlying PBT but on an after-tax basis
     tax credit on UK in-period
     losses                                       • Rate lower than 34% in HY18 due to the increase in and mix of profitability

     UK deferred tax asset of                     • Expect Underlying ETR to reduce further over the longer term assuming
     £20m recognised on the                         further improvement in UK profitability; expect below 25% for FY19
     balance sheet and                            • The ETR will still remain higher than a fully normalised blended rate of ~20%
     therefore available to                         until all UK tax losses can be recognised based on IAS12 technical
     offset against future                          requirements, and therefore credit can be taken for any in-period loss
     taxable profits; total
     potential asset in relation                  • To date, the improved outlook of future profitability has resulted in
     to UK losses is £131m;                         recognising £20m of UK deferred tax asset. There is a total potential
     recognition dependent on                       deferred tax asset of £131m in relation to UK tax losses; recognition of more
     further improvement of UK                      of this balance is contingent on further improvement in the UK outlook
     profitability

40     Serco Group plc – 2019 Half Year Results
Appendix 8 – cash flow breakdown 1 & breakdown 2

£m                                                                             HY19     HY18   FY18

Breakdown 1 – depreciation, amortisation and impairment
Depreciation (excluding lease ROU assets)                                      10.0     10.7   19.5
Amortisation (non-acquisition)                                                  9.4      9.6   18.6
Depreciation and amortisation                                                  19.4     20.3   38.1
Impairment of intangible assets                                                  -        -     0.1
Impairment of PPE (excluding lease ROU assets)                                   -        -     0.7
Amortisation of intangibles arising on acquisition                              2.3      1.9    4.3
Total depreciation, amortisation and impairment (excluding lease ROU assets)   21.7     22.2   43.2

Breakdown 2 – other non-cash movements
Share-based payment expense                                                     5.6      6.9   14.7
Loss on disposal of PPE and intangible assets                                   0.1      0.6    2.0
Other non-cash movements                                                        (0.1)     -     (0.3)
Other non-cash movements                                                        5.6      7.5   16.4

41   Serco Group plc – 2019 Half Year Results
Appendix 9 – cash flow breakdown 3

£m                                                                      HY19     HY18     FY18

Breakdown 3 – cash flow and net debt exceptional items
Restructuring and costs related to Strategy Review                      (11.1)   (15.2)   (32.3)
Break and exit costs re residual UK private sector BPO operations          -        -        -
Costs re legal claims previously provided for                              -      (0.3)     0.7
Costs re DLR pension deficit settlement                                    -      (8.3)    (8.3)
Costs associated with UK Government reviews                              (1.0)    (0.3)    (0.3)
Exceptional items cash costs                                            (12.1)   (24.1)   (40.2)
Loan balances re prior disposal – reversal of impairment                   -        -      13.4
Loan receivables re prior disposal – increase/gain on early repayment      -        -       7.5
Other cash flow exceptional items                                          -        -       0.1
Cash flow and net debt exceptional items                                (12.1)   (24.1)   (19.2)

42   Serco Group plc – 2019 Half Year Results
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