TIDMCPG

RNS Number : 9039T

Compass Group PLC

20 November 2023

 
Legal Entity Identifier (LEI) No. 
 2138008M6MH9OZ6U2T68              Annual Results Announcement 
 

Full-year results announcement for the year ended 30 September 2023

 
                            Underlying(1) results             Statutory results 
                        2023         2022       Change     2023       2022     Change 
                      =========  ============  ========  =========  =========  ====== 
Revenue               GBP31.3bn  GBP26.4bn(2)  18.8%(3)  GBP31.0bn  GBP25.5bn  21.6% 
Operating profit      GBP2,122m  GBP1,637m(2)  29.6%(2)  GBP1,891m  GBP1,500m  26.1% 
Operating margin        6.8%         6.2%       60bps      6.1%       5.9%     20bps 
Earnings per share      86.1p      65.0p(2)    32.5%(2)    75.4p      62.6p    20.4% 
Operating cash flow   GBP1,825m   GBP1,351m     35.1%    GBP2,076m  GBP1,596m  30.1% 
Free cash flow        GBP1,241m    GBP890m      39.4% 
Annual dividend per 
 share                  43.1p       31.5p       36.8%      43.1p      31.5p    36.8% 
                      =========  ============  ========  =========  =========  ====== 
 

Strong broad-based performance and ongoing investment in the business underpins sustainable growth; further share buyback announced.

Underlying operating profit growth of 30%(2) delivered through:

   --    Organic revenue growth of 19%, balanced across all regions and sectors. 
   --    Operating margin of 6.8%, up 60bps year on year. 

Capitalising on significant market opportunities with strong focus on growth:

   --    Signed GBP2.7bn(4) of new business, with first-time outsourcing accounting for c.50%. 
   --    Mobilised net new business of 4.6%, with strong client retention rate of 96.5%. 

Underlying operating cash generation of GBP1.8bn supports strong balance sheet and flexibility for capital allocation:

-- Invested GBP1.2bn in the business in capex (2.9% of underlying revenue) and M&A (net spend c.GBP300m).

-- Returning surplus cash through a further share buyback of up to $500m, to complete in 2024 subject to M&A activity.

Strategic priorities:

-- Focusing on significant structural growth opportunities in core markets; exited nine tail countries.

   --    Evolving our existing operating model to further enhance our competitive advantages. 

-- Investing in future sources of growth through capex and M&A to enhance our capability and expertise, including agreement to acquire Hofmann Menü-Manufaktur GmbH in Germany.

2024 outlook :

-- Underlying operating profit growth towards 13%(5) delivered through high single-digit organic revenue growth and ongoing margin progression.

Statutory results:

-- Revenue increased by 21.6% reflecting the strong trading performance and favourable exchange rates.

-- Operating profit, including charges relating to business acquisitions and reshaping our portfolio which are excluded from underlying operating profit, increased by 26.1% to GBP1,891m.

1. Reconciliation of statutory to underlying results can be found in notes 2 (segmental analysis) and 14 (non-GAAP measures) to the consolidated financial statements.

   2.    Measured on a constant-currency basis. 
   3.    Organic revenue change. 
   4.    Expected annual revenue from new contracts signed during the year. 

5. On a constant-currency basis, including announced disposals, exits and acquisitions in 2023 and to date in 2024.

Business review

Dominic Blakemore, Group Chief Executive, said:

"2023 was a strong year for Compass. North America continued its long track record of excellent growth whilst Europe delivered a second year of net new growth in the 4-5% range. During the year, we continued to successfully capitalise on the dynamic outsourcing trends, resulting in another record year of new business wins and continued strong client retention.

We have a strong, balanced, and sustainable growth model across the Group. Our size, strength and scale enable us to continue investing in our operating model, further enhancing our competitive advantages. We have exited nine tail countries to focus on markets with the greatest growth opportunities and our strong cash generation continues to fuel investment in our business through capex and attractive M&A.

The business is in great shape operationally and financially and well positioned for a more focused growth phase. Despite some macroeconomic uncertainty, favourable market dynamics continue and, with a global market share of less than 15% and around 50% of the market still self-operated, we have an exciting structural growth opportunity. We are confident that the focus on our core markets, the ongoing investment in our market-leading offer and our proven processes will support high single-digit organic revenue growth in 2024.

Going forward, we expect to sustain mid to high single-digit organic revenue growth and ongoing margin progression leading to profit growth ahead of revenue growth and increased cash generation. We are investing in capex and strategic M&A to support future growth, returning any surplus cash through the share buyback programme, and delivering long-term, compounding shareholder returns."

Results presentation today

Today, 20 November 2023, management will present Compass Group's Full Year 2023 results.

At 9:00 am (UK time), investors and analysts will be able to view a video presentation which will stream live on the Compass Group website at www.compass-group.com . An audio-only telephone option is available if you are unable to watch the video.

Following the video presentation, management will host a live Q&A session for investors and analysts. Participants must be connected by phone to ask a question during the conference call.

Participant dial in details:

 
UK             +44 (0) 33 0551 0200 
UK Toll-Free   0808 109 0700 
 
US             +1 786 697 3501 
US Toll-Free   +1 866 580 3963 
 

Enquiries

 
            Agatha Donnelly, Helen Javanshiri 
Investors    & Simon Bielecki                   +44 1932 573 000 
Press       Giles Robinson, Compass Group PLC   +44 1932 963 486 
 Tim Danaher, Brunswick                         +44 207 404 5959 
Website     www.compass-group.com 
 

Financial calendar

 
Ex-dividend date for 2023 final dividend    18 January 
Record date for 2023 final dividend         19 January 
Last day for DRIP elections                  8 February 
Q1 Trading Update / Annual General Meeting   8 February 
Half-year results                           15 May 
 

Business review (continued)

Basis of preparation

Throughout this Annual Results Announcement, and consistent with prior years, underlying and other alternative performance measures are used to describe the Group's performance alongside statutory measures (see page 10).

Group performance

The Group continues to perform strongly both in terms of organic revenue growth, which was 18.8%(1) , and underlying operating margin, which improved by 60bps to 6.8%(1) . As a result, underlying operating profit grew by 29.6%(1) on a constant-currency basis to GBP2,122m(1) (2022: GBP1,637m). Statutory revenue increased by 21.6% reflecting the strong trading performance and favourable exchange translation. Statutory operating profit, including charges relating to business acquisitions and reshaping our portfolio which are excluded from underlying operating profit, increased by 26.1% to GBP1,891m.

Capital expenditure was 2.9%(1) of underlying revenue and net M&A expenditure was GBP304m, which was largely spent on several bolt-on acquisitions, mainly in the US and UK. Subsequent to the year-end, the Group agreed to acquire Hofmann Menü-Manufaktur GmbH, a German producer of high-quality cook and freeze meals, and exited its small operations in Argentina and Angola. As a result of this and other disposals, including five countries in Central and Eastern Europe, Compass has further reduced its countries of operation to c.35 as it focuses on significant opportunities in its core markets.

Cash flow remains excellent, with underlying operating cash flow of GBP1,825m(1) (2022: GBP1,351m) and underlying free cash flow of GBP1,241m(1) (2022: GBP890m), representing strong conversion rates of 86.0%(1) and 58.5%(1) , respectively. As a result, leverage (net debt to EBITDA) reduced further to 1.2x(1) .

Our strong balance sheet provides us with flexibility to invest in future growth, where we continue to see exciting opportunities, both in terms of M&A, where we have an attractive pipeline, and organically, where the market remains buoyant. We therefore expect capital expenditure to be around 3.5% of underlying revenue in 2024, with net M&A expenditure likely to be higher than in 2023.

Revenue

Organic revenue growth of 18.8%(1) reflects net new business growth of approximately 5%(1) , above historical levels of approximately 3%, with like-for-like volume growth and pricing both at around 7%. Following strong like-for-like volume growth in the first half of the year, due to the pandemic-impacted comparators, volume growth normalised in the second half of the year as anticipated. Pleasingly, organic revenue growth continues to be broad-based, with all the Group's regions performing strongly.

On a statutory basis, revenue increased by 21.6% to GBP31,028m (2022: GBP25,512m).

Profit

Underlying operating profit increased by 29.6%(1) on a constant-currency basis, to GBP2,122m(1) , and our underlying operating margin was 6.8%(1) (2022: 6.2%), with all regions achieving significant margin progression. The strong improvement in margin reflects the benefits of operating leverage, operational efficiencies and appropriate pricing to manage inflation headwinds, and is despite mobilisation costs associated with new business growth.

Statutory operating profit was GBP1,891m (2022: GBP1,500m), an increase of 26.1%, mainly reflecting the higher revenue and margin improvement, together with favourable exchange translation.

Statutory profit before tax of GBP1,747m (2022: GBP1,469m) includes net charges of GBP239m (2022: GBP21m) which are excluded from underlying profit before tax. During the year, we incurred a net charge of GBP79m in relation to our ongoing strategic portfolio review of non-core activities to allow the Group to focus its resources on our core operations. The net charge comprises the exit from seven tail countries, including five in Central and Eastern Europe, and the sale of a business, site closures and contract renegotiations and terminations in the UK. Subsequent to the year-end, the Group also exited its businesses in Argentina and Angola. Acquisition-related charges totalled GBP125m (2022: GBP92m) and there was a one-off pension charge of GBP7m (2022: GBPnil) mainly relating to a change in legislation in Türkiye eliminating the minimum retirement age requirement for certain employees effective from March 2023. Non-underlying finance costs were GBP28m (2022: GBP76m credit) reflecting movements in the fair value of derivatives held to minimise volatility in short-term underlying finance costs.

1. Alternative Performance Measure (APM). The Group's APMs are defined in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2 (segmental analysis) and 14 to the consolidated financial statements.

Business review (continued)

Income statement guidance

The Group expects 2024 underlying operating profit growth towards 13%(1,2) delivered through high single-digit organic revenue growth and ongoing margin progression. Underlying finance costs are expected to be around $225m(1) , with an underlying effective tax rate of around 25.5%(1) .

Capital allocation

Our capital allocation framework is clear and unchanged. Our priority is to invest in the business to fund growth opportunities, target a strong investment-grade credit rating with a leverage target of around 1x-1.5x net debt to EBITDA and pay an ordinary dividend, with any surplus capital being returned to shareholders.

Growth investment consists of: (i) capital expenditure to support organic growth in both new business wins and retention of existing contracts; and (ii) bolt-on M&A opportunities that strengthen our capabilities and broaden our exposure. We have a proven track record of strong returns from our investment strategy as evidenced by our historical returns on capital employed.

Shareholder returns

Our dividend policy is to pay out around 50% of underlying earnings through an interim and final dividend, with the interim dividend reflecting around one-third of the total annual dividend. The Board has proposed a final dividend of 28.1p which, including the interim dividend of 15.0p, gives a total dividend of 43.1p for 2023.

The GBP750m share buyback announced in May 2023 was completed in November 2023. Today, we have announced a further share buyback of up to $500m (GBP410m), to complete in 2024 subject to M&A activity.

1. Alternative Performance Measure (APM). The Group's APMs are defined in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2 (segmental analysis) and 14 to the consolidated financial statements.

2. On a constant-currency basis, including announced disposals, exits and acquisitions in 2023 and to date in 2024.

Business review (continued)

Regional performance

North America - 67.4% of Group underlying revenue (2022: 66.5%)

 
                       Underlying results 
                               (1)                      Change               Statutory results      Change 
Regional financial                           Reported  Constant                                    Reported 
 summary                2023        2022       rates    currency  Organic     2023        2022       rates 
===================  ==========  ==========  ========  =========  =======  ==========  ==========  ======== 
Revenue              GBP21,092m  GBP17,139m   23.1%      17.9%     17.4%   GBP21,073m  GBP17,121m   23.1% 
Operating profit     GBP1,653m   GBP1,236m    33.7%      28.0%     28.0%   GBP1,581m   GBP1,183m    33.6% 
Operating margin        7.8%        7.2%      60bps                           7.5%        6.9%      60bps 
===================  ==========  ==========  ========  =========  =======  ==========  ==========  ======== 
 

1. Reconciliation of statutory to underlying results can be found in note 2 (segmental analysis) and note 14 (non-GAAP measures) to the consolidated financial statements.

Underlying

Operating profit increased by 28.0% on a constant-currency basis, to GBP1,653m, driven by strong organic revenue growth and continued margin progression.

Organic revenue growth was 17.4%, with new business wins benefiting from significant levels of first-time outsourcing, strong retention rates at 96.9%, appropriate levels of pricing and like-for-like volume growth underpinned by the scaling of digital capabilities.

Growth was broad-based across all sectors. Business & Industry benefited from double-digit net new business growth and favourable like-for-like volume growth as employees continued to return to the office. Sports & Leisure benefited from high participation rates and per capita spend, but also a strong calendar of events, including basketball, hockey, baseball, music and convention centres. Our Education and Healthcare & Senior Living businesses also delivered strong growth from net new business, like-for-like volume growth and pricing.

Operating margin increased by 60bps to 7.8% in spite of inflation headwinds driven by management focus on productivity, cost mitigation and appropriate pricing, in addition to ongoing scale benefits.

The region invested in several bolt-on acquisitions to strengthen our capabilities, including the acquisition of Parks Coffee in the first half of the year, a provider of workplace refreshments in the US.

Statutory

Statutory revenue increased by 23.1% to GBP21,073m reflecting the strong organic revenue growth and favourable exchange translation.

Statutory operating profit was GBP1,581m (2022: GBP1,183m), with the difference from underlying operating profit being acquisition-related charges of GBP72m (2022: GBP57m).

Business review (continued)

Regional performance (continued)

Europe - 22.5% of Group underlying revenue (2022: 23.0%)

 
                      Underlying results 
                              (1)                     Change              Statutory results     Change 
Regional financial                         Reported  Constant                                  Reported 
 summary               2023       2022       rates    currency  Organic    2023       2022       rates 
===================  =========  =========  ========  =========  =======  =========  =========  ======== 
Revenue              GBP7,038m  GBP5,935m   18.6 %     19.0%     21.6%   GBP6,804m  GBP5,694m   19.5% 
Operating profit      GBP392m    GBP299m    31.1%      31.5%     31.6%    GBP240m    GBP267m   (10.1)% 
Operating margin       5.6%       5.0%      60bps                          3.5%       4.7%     (120)bps 
===================  =========  =========  ========  =========  =======  =========  =========  ======== 
 

1. Reconciliation of statutory to underlying results can be found in note 2 (segmental analysis) and note 14 (non-GAAP measures) to the consolidated financial statements.

Underlying

Operating profit was GBP392m, growth of 31.5% on a constant-currency basis, driven by high levels of revenue growth and strong margin progression, supported by our investment in growth initiatives and core processes across the region.

Organic revenue growth of 21.6% was driven by net new business growth, strong volume growth and pricing. Client retention rates improved by a further 70bps to 96.0%.

Double-digit organic revenue growth rates were achieved across all sectors and, most notably, in Business & Industry, Education and Sports & Leisure, which all benefited from high levels of net new business, like-for-like volume growth and pricing. Growth was strong in all major markets, most notably in the UK, Germany and Türkiye, which all made a significant contribution to the region.

Margin progression of 60bps, which resulted in an operating margin of 5.6%, was achieved by controlling costs to maximise operating leverage and by continuing to work closely with clients to mitigate the sustained level of inflationary pressures within the region.

The region invested in bolt-on acquisitions, most notably to drive additional procurement efficiencies in the UK and to expand our footprint in the Education sector in Ireland. Since the year-end, we have agreed to acquire Hofmann Menü-Manufaktur GmbH, a German producer of high-quality cook and freeze meals, to add new capability and distribution networks. As part of the Group's ongoing strategic portfolio review, we exited five businesses in Central and Eastern Europe (Czech Republic, Hungary, Slovakia, Romania and Estonia) to focus resources and investment on core operations.

Statutory

Statutory revenue increased by 19.5% to GBP6,804m, with the difference from underlying revenue being the presentation of the share of results of our joint ventures operating in the Middle East.

Statutory operating profit was GBP240m (2022: GBP267m), with the difference from underlying operating profit mainly reflecting charges related to the Group's ongoing strategic portfolio review of GBP99m (2022: GBPnil), including site closures and contract reorganisations and terminations in the UK, and acquisition-related charges of GBP46m (2022: GBP30m).

Business review (continued)

Regional performance (continued)

Rest of World - 10.1% of Group underlying revenue (2022: 10.5%)

 
                      Underlying results 
                              (1)                     Change              Statutory results     Change 
Regional financial                         Reported  Constant                                  Reported 
 summary               2023       2022       rates    currency  Organic    2023       2022       rates 
===================  =========  =========  ========  =========  =======  =========  =========  ======== 
Revenue              GBP3,151m  GBP2,697m   16.8%      21.1%     21.8%   GBP3,151m  GBP2,697m   16.8% 
Operating profit      GBP175m    GBP141m    24.1%      30.6%     34.1%    GBP168m    GBP137m    22.6% 
Operating margin       5.6%       5.2%      40bps                          5.3%       5.1%      20bps 
===================  =========  =========  ========  =========  =======  =========  =========  ======== 
 

1. Reconciliation of statutory to underlying results can be found in note 2 (segmental analysis) and note 14 (non-GAAP measures) to the consolidated financial statements.

Underlying

Operating profit increased to GBP175m, which represents growth of 30.6% on a constant-currency basis.

Organic revenue growth was 21.8% reflecting high net new business growth, strong levels of like-for-like volume growth and pricing. Client retention rates improved by 90bps to 95.4%.

Organic revenue growth was broad-based across all sectors. Growth was particularly pleasing in our Business & Industry sector across most markets, notably in India and Japan, as office attendance levels increased, and in our more defensive Defence, Offshore & Remote sector, especially in Australia and Chile, where like-for-like volume growth and net new business levels were high.

Operating margin increased by 40bps to 5.6% driven by strong management focus on operational challenges in the region, including the sustained levels of inflation and labour shortages in certain markets.

As part of the Group's ongoing strategic portfolio review, we exited Azerbaijan and Indonesia during the year and, subsequent to the year-end, our operations in Argentina and Angola.

Statutory

Statutory revenue increased by 16.8% to GBP3,151m. There is no difference between statutory and underlying revenue.

Statutory operating profit was GBP168m (2022: GBP137m), with the difference from underlying operating profit being acquisition-related charges of GBP7m (2022: GBP4m).

Business review (continued)

Strategy

We are a global leader in the provision of food services, our core offer, complemented by our targeted support services business. Our addressable food market is estimated to be worth at least $300bn, in the markets and sectors we currently operate in, with about half of the market still operated in-house. Heightened client and consumer expectations and inflation have contributed to the acceleration of growth, particularly in the conversion of first-time outsourcing, and we have clear strategic priorities to capture these opportunities.

Our portfolio of sector-specific brands enables us to differentiate our offer and leverage our industry expertise by creating tailored solutions for our clients to align with their own organisational priorities. This approach helps us become strategic partners to our clients with shared objectives across a range of initiatives, such as digital capability, sustainability, people development and increasingly as a trusted advisor.

Through our strategic pillars of People, Performance and Purpose, combined with our operational performance and capital allocation framework, we aim to generate higher compounding value for all our stakeholders over the long term.

People

At Compass, we know that our success is largely down to the skills and ingenuity of our chefs and front line teams. They lead the way in safe and sustainable food at scale, promoting healthier choices and creating great experiences for the people we serve.

We work to ensure that people who want to pursue a career in the food and hospitality industry can succeed with Compass. We encourage new joiners to make use of innovative tools, such as digital onboarding applications and training programmes, with more than 1,500 colleagues in our UK & Ireland business signing up to our landmark training and development scheme, Compass Career Pathways. Pleasingly, over 50% of those who have completed the programme have moved or been promoted into a new role.

Having people from diverse backgrounds in Compass is a huge strength for our businesses. In the US, over 17,000 Compass employees completed diversity, equity and inclusion training, whilst our Be the Difference conference in July 2023 was attended by more than 2,000 colleagues to discuss empowering front line talent, exploring neurodiversity and the importance of allyship.

We are also addressing inequalities and opportunity gaps within the hospitality industry by supporting women chefs with dedicated training, leadership development programmes and advancement opportunities. Our Women in Culinary (WiC) programme in the US is driving cultural change as well as career growth, igniting executive allyship and fostering kind kitchens.

Talent development and careers remain a key opportunity and is important for our people. We will continue to build out our Compass Academy concept and enhance career pathways in our markets with a particular focus on culinary and leadership skills.

Purpose

Our Planet Promise is Compass Group's global commitment to a sustainable future for all. It encompasses our values as an ethical, sustainable and inclusive business, together with our ambition to positively impact the world. Compass is committed to be carbon neutral worldwide on its Scope 1 and 2 GHG emissions by 2030, and reach climate net zero GHG emissions across its global operations and value chain by 2050.

Our ability to demonstrate progress in reducing our carbon impact and food waste is helping us to attract new clients for whom sustainability is a major focus. Most have their own ambitious climate plans and they rely on us as a trusted partner to help them achieve their sustainability goals. Together with Compass, clients and consumers in every market can navigate towards a less wasteful, healthier plant-forward lifestyle.

Reducing food waste is one of the biggest environmental challenges facing our sector, and therefore one where we have the greatest potential to make a significant difference. Our culinary teams and front line staff are instrumental in tackling this challenge, employing a range of diverse food waste reduction technology systems across our markets. This year, we made food waste reduction our top priority. Our target was to adopt food waste tracking technology in 6,000 locations and, with every region united in support, we achieved nearly 8,000 locations.

Business review (continued)

Summary

Performance this year has been pleasing across our key metrics of revenue, profit and cash. Favourable market conditions, persistent inflation and our flexible operating model continued to support strong balanced net new business growth across all our regions, with first-time outsourcing accounting for c.50% of new wins.

Our large addressable market has a long structural runway for growth and, with increasing complexity and heightened expectations from clients and consumers, we expect to sustain growth higher than our historical average. We have clear strategic priorities to capture these exciting opportunities by focusing on our core markets and evolving our operating model.

Strong profit growth and cash generation underpin our robust balance sheet giving us options for capital allocation. The total dividend for the year of 43.1p is complemented by a share buyback of up to $500m (GBP410m), subject to M&A activity, in line with our recent returns to shareholders. As we continue to create value from disciplined capital allocation, we continue to explore attractive M&A opportunities to capture future sources of growth.

Looking further ahead, we remain excited about the significant global structural growth opportunities, leading to revenue and profit growth above historical rates. With our proven model of value creation through operations and capital allocation, we will continue rewarding shareholders with compounding returns over the long term.

Dominic Blakemore

Group Chief Executive Officer

20 November 2023

Financial results

Group performance

We manage and assess the performance of the Group using various underlying and other Alternative Performance Measures (APMs). These measures are not defined by International Financial Reporting Standards (IFRS) or other generally accepted accounting principles (GAAP) and may not be directly comparable with APMs used by other companies. Underlying measures reflect ongoing trading and, therefore, facilitate meaningful year-on-year comparison. The Group's APMs, together with the results prepared in accordance with IFRS, provide comprehensive analysis of the Group's results. Accordingly, the relevant statutory measures are also presented where appropriate. Certain of the Group's APMs are financial Key Performance Indicators (KPIs) which measure progress against our strategy. The Group's APMs are defined in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2 (segmental analysis) and 14 to the consolidated financial statements.

Underlying results

-- Operating profit growth of 29.6% on a constant-currency basis delivered through: organic revenue growth of 18.8%, balanced across all regions and sectors; and operating margin of 6.8%, up 60bps year on year

   --    Return on capital employed of 19.5%, up from 15.8% in 2022 
   --    Basic underlying earnings per share increased by 32.5% to 86.1p on a constant-currency basis 
   --    Increased cash generation, with underlying free cash flow up 39.4% to GBP1,241m 

Statutory results

-- Revenue increased by 21.6% reflecting the strong trading performance and favourable exchange translation

-- Operating profit, including charges relating to business acquisitions and reshaping our portfolio which are excluded from underlying operating profit, increased by 26.1% to GBP1,891m

   --    Basic earnings per share of 75.4p, an increase of 20.4% 
 
                                          2023    2022 
                                          GBPm    GBPm  Change 
======================================  ======  ======  ====== 
Revenue 
Underlying - reported rates(1)          31,281  25,771   21.4% 
Underlying - constant currency(1)       31,281  26,406   18.5% 
Organic(1)                              30,983  26,087   18.8% 
Statutory                               31,028  25,512   21.6% 
======================================  ======  ======  ====== 
Operating profit 
Underlying - reported rates(1)           2,122   1,590   33.5% 
Underlying - constant currency(1)        2,122   1,637   29.6% 
Organic(1)                               2,097   1,615   29.8% 
Statutory                                1,891   1,500   26.1% 
======================================  ======  ======  ====== 
Operating margin 
Underlying - reported rates(1)            6.8%    6.2%   60bps 
======================================  ======  ======  ====== 
Return on capital employed (ROCE) 
Underlying - reported rates(1)           19.5%   15.8%  370bps 
======================================  ======  ======  ====== 
Basic earnings per share 
Underlying - reported rates(1)           86.1p   63.0p   36.7% 
Underlying - constant currency(1)        86.1p   65.0p   32.5% 
Statutory                                75.4p   62.6p   20.4% 
======================================  ======  ======  ====== 
Free cash flow 
Underlying - reported rates(1)           1,241     890   39.4% 
======================================  ======  ======  ====== 
Dividend 
Full-year dividend per ordinary share    43.1p   31.5p   36.8% 
======================================  ======  ======  ====== 
 
   1.    Alternative Performance Measure (APM) (see pages 48 to 55). 

Financial results (continued)

Regional performance

 
                 Underlying revenue(1)              Change 
                =======================  ============================ 
                       2023        2022  Reported   Constant 
                       GBPm        GBPm     rates   currency  Organic 
North America        21,092      17,139     23.1%      17.9%    17.4% 
Europe                7,038       5,935     18.6%      19.0%    21.6% 
Rest of World         3,151       2,697     16.8%      21.1%    21.8% 
==============  ===========  ==========  ========  =========  ======= 
Total                31,281      25,771     21.4%      18.5%    18.8% 
==============  ===========  ==========  ========  =========  ======= 
 
 
                         Underlying operating    Underlying operating 
                               profit(1)               margin(1) 
                              2023        2022        2023        2022 
                              GBPm        GBPm        GBPm        GBPm 
North America                1,653       1,236        7.8%        7.2% 
Europe                         392         299        5.6%        5.0% 
Rest of World                  175         141        5.6%        5.2% 
Unallocated overheads         (98)        (86) 
======================  ==========  ==========  ==========  ========== 
Total                        2,122       1,590        6.8%        6.2% 
======================  ==========  ==========  ==========  ========== 
 
   1.    Alternative Performance Measure (APM) (see pages 48 to 55). 

Income statement

 
                                          2023                                2022 
                            =========  ===========  ==========  =========  ===========  ========== 
                            Statutory  Adjustments  Underlying  Statutory  Adjustments  Underlying 
                                 GBPm         GBPm         (1)       GBPm         GBPm         (1) 
                                                          GBPm                                GBPm 
==========================  =========  ===========  ==========  =========  ===========  ========== 
Revenue                        31,028          253      31,281     25,512          259      25,771 
==========================  =========  ===========  ==========  =========  ===========  ========== 
Operating profit                1,891          231       2,122      1,500           90       1,590 
Net gain/(loss) on 
 sale and closure 
 of businesses                     20         (20)           -        (7)            7           - 
Finance costs                   (164)           28       (136)       (24)         (76)       (100) 
==========================  =========  ===========  ==========  =========  ===========  ========== 
Profit before tax               1,747          239       1,986      1,469           21       1,490 
Tax expense                     (429)         (52)       (481)      (352)         (13)       (365) 
==========================  =========  ===========  ==========  =========  ===========  ========== 
Profit for the year             1,318          187       1,505      1,117            8       1,125 
Non-controlling interests         (4)            -         (4)        (4)            -         (4) 
==========================  =========  ===========  ==========  =========  ===========  ========== 
Attributable profit             1,314          187       1,501      1,113            8       1,121 
==========================  =========  ===========  ==========  =========  ===========  ========== 
Average number of 
 shares                        1,743m            -      1,743m     1,779m            -      1,779m 
Basic earnings per 
 share                          75.4p        10.7p       86.1p      62.6p         0.4p       63.0p 
EBITDA                                                   2,964                               2,371 
==========================  =========  ===========  ==========  =========  ===========  ========== 
 
   1.    Alternative Performance Measure (APM) (see pages 48 to 55). 

Financial results (continued)

Statutory income statement

Revenue

On a statutory basis, revenue increased by 21.6% to GBP31,028m (2022: GBP25,512m).

Operating profit

Statutory operating profit was GBP1,891m (2022: GBP1,500m), an increase of 26.1%, mainly reflecting the higher revenue and margin improvement, together with favourable exchange translation.

Statutory operating profit includes non-underlying item charges of GBP231m (2022: GBP90m), including acquisition-related charges of GBP125m (2022: GBP92m) and charges related to the strategic portfolio review of GBP99m (2022: GBPnil) reflecting the impact of site closures and contract renegotiations and terminations in the UK. A full list of non-underlying items is included in note 14 (non-GAAP measures).

Net gain or loss on sale and closure of businesses

The Group has recognised a net gain of GBP20m on the sale and closure of businesses (2022: net loss of GBP7m), including exit costs of GBP11m (2022: GBP7m), which largely relates to the strategic portfolio review. As a result of this ongoing review of non-core activities, the Group exited seven tail countries and sold a non-core business in the UK during the year. Subsequent to the year-end, the Group also exited its businesses in Argentina and Angola.

Finance costs

Finance costs increased to GBP164m (2022: GBP24m) due to an increase in interest rates, the cost of the additional debt issued in September 2022 and a partial reversal of the fair value gains on derivatives held to minimise volatility in short-term underlying finance costs recognised in the prior year.

T ax expense

Profit before tax was GBP1,747m (2022: GBP1,469m) giving rise to an income tax expense of GBP429m (2022: GBP352m), equivalent to an effective tax rate of 24.6% (2022: 24.0%). The increase in rate primarily reflects the increase in the UK corporate tax rate from 19% to 25% from 1 April 2023 and the impact of non-taxable non-underlying items, partly offset by the reassessment of risk in respect of prior year uncertain items.

Earnings per share

Basic earnings per share was 75.4p (2022: 62.6p), an increase of 20.4%, reflecting the higher profit for the year.

Underlying income statement

Revenue

Organic revenue growth of 18.8% reflects net new business growth of approximately 5%, above historical levels of approximately 3%, with like-for-like volume growth and pricing both at around 7%. Following strong like-for-like volume growth in the first half of the year, due to the pandemic-impacted comparators, volume growth normalised in the second half of the year as anticipated. Pleasingly, organic revenue growth continues to be broad-based, with all the Group's regions performing strongly.

Operating profit

Underlying operating profit increased by 29.6% on a constant-currency basis, to GBP2,122m, and our underlying operating margin was 6.8% (2022: 6.2%), with all regions achieving significant margin progression. The strong improvement in margin reflects the benefits of operating leverage, operational efficiencies and appropriate pricing to manage inflation headwinds, and is despite mobilisation costs associated with new business growth.

Finance costs

Underlying finance costs increased to GBP136m (2022: GBP100m) mainly due to an increase in interest rates and the cost of the additional debt issued in September 2022.

Tax expense

On an underlying basis, the tax charge was GBP481m (2022: GBP365m), equivalent to an effective tax rate of 24.2% (2022: 24.5%). The decrease in rate primarily reflects the reassessment of prior year tax estimates and the resolution of open items, partly offset by the increase in the UK corporate tax rate from 19% to 25% from 1 April 2023. The tax environment continues to be uncertain, with more challenging tax authority audits and enquiries globally.

Financial results (continued)

Earnings per share

On a constant-currency basis, underlying basic earnings per share increased by 32.5% to 86.1p (2022: 65.0p) reflecting the higher profit for the year.

Balance sheet

Liquidity

The Group finances its operations through cash generated by the business and borrowings from a number of sources, including banking institutions, the public and the private placement markets. The Group has developed long-term relationships with a number of financial counterparties with the balance sheet strength and credit quality to provide credit facilities as required.

The Group seeks to avoid a concentration of debt maturities in any one period to spread its refinancing risk. A EUR500m (GBP438m) Eurobond matured and was repaid in January 2023. The maturity profile of the Group's principal borrowings at 30 September 2023 shows that the average period to maturity is 3.3 years (2022: 3.9 years).

The Group's US Private Placement (USPP) notes contain leverage and interest cover covenants which are tested semi-annually at 31 March and 30 September. The leverage covenant test stipulates that consolidated net debt must be less than or equal to 3.5 times consolidated EBITDA. The interest cover covenant test stipulates that consolidated EBITDA must be more than or equal to 3 times consolidated net finance costs. Consolidated EBITDA and net finance costs are based on the preceding 12 months. The leverage and interest cover ratios were 1.0 times and 27.6 times, respectively, at 30 September 2023. Net debt, consolidated EBITDA and net finance costs are subject to certain accounting adjustments for the purposes of the covenant tests.

At 30 September 2023, the Group had access to GBP2,680m (2022: GBP3,732m) of liquidity, including GBP2,000m (2022: GBP2,000m) of undrawn bank facilities committed to August 2026 and GBP680m (2022: GBP1,732m) of cash, net of overdrafts. Our credit ratings remain strong investment grade: Standard & Poor's A/A-1 long-term/short-term (outlook Stable) and, following a rating upgrade in October 2023, Moody's A2/P-1 long-term/short-term (outlook Stable).

Net debt

Net debt has increased by GBP663m to GBP3,653m (2022: GBP2,990m). The Group generated GBP1,166m of free cash flow, after investing GBP899m in capital expenditure, which was more than offset by GBP287m spent on the acquisition of subsidiaries, joint ventures and associates, net of disposal proceeds, dividends of GBP648m and the share buyback of GBP929m. Favourable exchange translation was GBP168m.

The ratio of net debt to market capitalisation of GBP35,708m at 30 September 2023 was 10.2% (2022: 9.3%). At 30 September 2023, the ratio of net debt to underlying EBITDA was 1.2x (2022: 1.3x). Our leverage policy is to maintain strong investment-grade credit ratings and to target net debt to underlying EBITDA in the range of 1x--1.5x.

Post-employment benefits

The Group has continued to review and monitor its pension obligations throughout the year, working closely with the trustees and actuaries of all schemes across the Group to ensure appropriate assumptions are used and adequate provision and contributions are made.

The accounting surplus in the Compass Group Pension Plan reduced to GBP430m at 30 September 2023 (2022: GBP581m) mainly reflecting a decrease in the market value of plan assets, partly offset by an increase in the discount rate, net of inflation, used to measure the liabilities. The deficit in the rest of the Group's defined benefit pension schemes has increased to GBP806m (2022: GBP759m). The net deficit in these schemes is GBP106m (2022: GBP108m) including investments of GBP700m (2022: GBP651m) held in respect of unfunded pension schemes and the US Rabbi Trust which do not meet the definition of pension assets under IAS 19 Employee Benefits.

The total pensions operating charge for defined contribution schemes in the year was GBP208m (2022: GBP175m) and GBP30m (2022: GBP24m) for defined benefit schemes.

Return on capital employed

Return on capital employed was 19.5% (2022: 15.8%) based on net underlying operating profit after tax at the underlying effective tax rate of 24.2% (2022: 24.5%). The increase mainly reflects the higher profit, partly offset by higher average capital employed. The average capital employed was GBP8,215m (2022: GBP7,567m).

Financial results (continued)

Cash flow

Free cash flow

Free cash flow totalled GBP1,166m (2022: GBP823m). During the year, we made cash payments totalling GBP58m (2022: GBP57m) in relation to restructuring and strategic programmes and the one-off pension charge. Adjusting for this, and for acquisition transaction costs of GBP17m (2022: GBP10m) which are reported as part of operating cash flow, underlying free cash flow was GBP1,241m (2022: GBP890m), with underlying free cash flow conversion at 58.5% (2022: 56.0%).

Capital expenditure of GBP899m (2022: GBP704m) is equivalent to 2.9% (2022: 2.7%) of underlying revenue. The working capital outflow, excluding provisions and pensions, was GBP98m (2022: GBP159m). The net interest outflow increased to GBP120m (2022: GBP86m) consistent with the higher underlying finance costs in the year. The net tax paid was GBP441m (2022: GBP332m), which is equivalent to an underlying cash tax rate of 22.2% (2022: 22.3%).

Acquisition and disposal of businesses

The total cash spent on business acquisitions during the year, net of cash acquired, was GBP351m (2022: GBP303m), including GBP285m of bolt-on acquisitions and interests in joint ventures and associates, GBP49m of deferred and contingent consideration and other payments relating to businesses acquired in previous years, and GBP17m of acquisition transaction costs included in net cash flow from operating activities.

The Group received GBP47m (2022: GBP35m) in respect of disposal proceeds net of exit costs, which primarily comprises the sale of businesses in the US and Central and Eastern Europe, together with a further 28% shareholding in the Japanese Highways business classified as an asset held for sale at 30 September 2022.

Dividends paid

Dividends paid in 2023 of GBP648m represents the 2022 final dividend (GBP387m) and the 2023 interim dividend (GBP261m).

Purchase of own shares

There was a GBP78m cash outflow in respect of the completion of the GBP500m share buyback announced in May 2022, a GBP251m cash outflow in respect of the completion of the GBP250m share buyback announced in November 2022 and a GBP600m cash outflow in respect of the GBP750m share buyback announced in May 2023. The balance of the GBP750m share buyback was completed in November 2023. In addition, the Compass Group PLC All Share Schemes Trust spent GBP16m on purchases of the Company's shares to satisfy some of the Group's liabilities to employees for long-term incentive plans.

Foreign exchange translation

The GBP168m gain (2022: GBP251m loss) on foreign exchange translation of net debt primarily arises in respect of the Group's US dollar-denominated USPP notes.

Other non-cash movements

Other non-cash movements primarily comprises fair value movements on derivative financial instruments used to manage the Group's interest rate exposure.

Change in reporting currency

With effect from 1 October 2023, the reporting currency of the Group was changed from sterling to US dollars. The change in presentation currency will provide investors and other stakeholders with greater transparency of the Group's performance and reduce foreign exchange volatility on earnings given that approximately three-quarters of the Group's underlying operating profit originates in US dollars.

Shareholder returns

Our dividend policy is to pay out around 50% of underlying earnings through an interim and final dividend, with the interim dividend reflecting around one-third of the total annual dividend.

In determining the level of dividend in any year, the Board considers a number of factors, which include but are not limited to:

   --    the level of available distributable reserves in the Parent Company 

-- future cash commitments and investment requirements to sustain the long-term growth prospects of the business

   --   potential strategic opportunities 
   --   the level of dividend cover 

Financial results (continued)

Further surpluses, after considering the matters set out above, may be distributed to shareholders over time by way of special dividend payments, share repurchases or a combination of both.

Compass Group PLC, the Parent Company of the Group, is a non-trading investment holding company which derives its distributable reserves from dividends paid by subsidiary companies. The level of distributable reserves in the Parent Company is reviewed annually and the Group aims to maintain distributable reserves that provide adequate cover for shareholder returns. The distributable reserves of the Parent Company include the distributable portion of retained earnings and the own shares reserve totalling GBP2,379m at 30 September 2023 (2022: GBP2,969m).

An interim dividend of 15.0p per share (2022: 9.4p per share), GBP261m in aggregate, was paid in July 2023. It is proposed that a final dividend of 28.1p per share (2022: 22.1p per share), GBP482m in aggregate, be paid on 29 February 2024 to shareholders on the register on 19 January 2024. This will result in a total dividend for the year of 43.1p per share (2022: 31.5p per share), GBP743m in aggregate (2022: GBP555m). The dividend is covered 2.0 times on an underlying earnings basis.

The final dividend of 28.1p will be paid gross and a Dividend Reinvestment Plan (DRIP) will be available. The last date for receipt of elections for the DRIP will be 8 February 2024.

The Group is in a strong position to fund its dividend, which is well covered by cash generated by the business. Details of the Group's going concern assessment can be found on page 33. The ability of the Board to maintain its future dividend policy will be influenced by a number of the principal risks identified on pages 21 to 26 that could adversely impact the performance of the Group, although we believe we have the ability to mitigate those risks as outlined on pages 21 to 26.

The GBP250m share buyback announced in November 2022 was completed in March 2023. The GBP750m share buyback announced in May 2023 was completed in November 2023. We have announced a further share buyback of up to $500m (GBP410m), to complete in 2024 subject to M&A activity.

Treasury

The Group manages its liquidity, foreign currency exposure and interest rate risk in accordance with the policies set out below.

The Group's financial instruments comprise cash, borrowings, receivables and payables that are used to finance the Group's operations. The Group also uses derivatives, principally interest rate swaps, forward currency contracts and cross currency swaps, to manage interest rate and currency risks arising from the Group's operations. The Group does not trade in financial instruments. The Group's treasury policies are designed to mitigate the impact of fluctuations in interest rates and exchange rates and to manage the Group's financial risks. The Board approves any changes to the policies.

Foreign currency risk

The Group's policy is to balance its principal projected cash flows by currency with actual or effective borrowings in the same currency. As currency cash flows are generated, they are used to service and repay debt in the same currency. Where necessary to implement this policy, forward currency contracts and cross currency swaps are taken out which, when applied to the actual currency borrowings, convert these to the required currency.

The borrowings in each currency can give rise to foreign exchange differences on translation into sterling. Where the borrowings are either less than, or equal to, the net investment in overseas operations, these exchange rate movements are treated as movements on reserves and recorded in the consolidated statement of comprehensive income rather than in the consolidated income statement.

Non-sterling earnings streams are translated at the average rate of exchange for the year. Fluctuations in exchange rates have given, and will continue to give, rise to translation differences. The Group is only partially protected against the impact of such differences through the matching of cash flows to currency borrowings.

Interest rate risk

As set out above, the Group has effective borrowings in a number of currencies and its policy is to ensure that, in the short term, it is not materially exposed to fluctuations in interest rates in its principal currencies. The Group implements this policy either by borrowing fixed rate debt or by using interest rate swaps so that the interest rates on at least 80% of the Group's projected debt are fixed for one year. For the second and third year, interest rates are fixed within ranges of 30% to 70% and 0% to 40% of projected debt, respectively.

Financial results (continued)

Tax

As a Group, we are committed to creating long-term shareholder value through the responsible, sustainable and efficient delivery of our key business objectives. This will enable us to grow the business and make significant investments in the Group and its operations.

We adopt an approach to tax that supports this strategy and also balances the various interests of our stakeholders, including shareholders, governments, employees and the communities in which we operate. Our aim is to pursue a principled and sustainable tax strategy that has strong commercial merit and is aligned with our business strategy. We believe this will enhance shareholder value whilst protecting our reputation.

In doing so, we act in compliance with the relevant local and international laws and disclosure requirements, and we conduct an open and transparent relationship with the relevant tax authorities that fully complies with the Group's Code of Business Conduct and Business Integrity Policy.

After many years of operation, the Group has numerous legacy subsidiaries across the world. Whilst some of these entities are incorporated in low-tax territories, Compass does not seek to avoid tax through the use of tax havens.

In an increasingly complex international corporate tax environment, a degree of tax risk and uncertainty is, however, inevitable. Tax risk can arise from unclear regulations and differences in interpretation but, most significantly, where tax authorities apply diverging standards in assessing intra-group cross-border transactions. This is the situation for many multinational organisations. We manage and control these risks in a proactive manner and, in doing so, exercise our judgement and seek appropriate advice from relevant professional firms. Tax risks are assessed as part of the Group's formal governance process and are reviewed by the Board and the Audit Committee on a regular basis.

Risks and uncertainties

The Board takes a proactive approach to risk management aimed at protecting the Group's employees, clients and consumers and safeguarding the interests of the Company and its shareholders in a constantly changing environment.

The principal risks and uncertainties facing the business, and the activities the Group undertakes to mitigate these, are set out on pages 21 to 26.

Related party transactions

Details of transactions with related parties are set out in note 12 to the consolidated financial statements. These transactions have not had, and are not expected to have, a material effect on the financial performance or position of the Group.

Going concern

The factors considered by the directors in assessing the ability of the Group to continue as a going concern are discussed on page 33.

The Group has access to considerable financial resources, together with longer-term contracts with a number of clients and suppliers across different geographic areas and industries. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully.

Based on the assessment discussed on page 33, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least the period to 31 March 2025. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Financial results (continued)

Viability statement

In accordance with provision 31 of the UK Corporate Governance Code 2018, the directors have assessed the Group's viability, considering its current trading performance, financial position, financing, strategic plan and principal risks.

Business prospects

The Board has considered the long-term prospects of the Group based on its business model, strategy and markets. Compass is a global leader in food services and the geographical and sector diversification of the Group's operations helps to minimise the risk of serious business interruption or catastrophic damage to its reputation. The Group's business model is structured so that it is not reliant on one group of clients or sector. The Group's largest client constitutes 2% of underlying revenue, with the top 10 clients accounting for 9%.

Assessment

The directors have determined that a three-year period to 30 September 2026 is an appropriate period over which to provide the Group's viability statement on the basis that it is the period reviewed by the Board in its strategic planning process and is aligned to the typical length of the Group's contracts (three to five years). The directors believe that this presents the Board and readers of the Annual Report with a reasonable degree of confidence over this longer-term outlook.

The Board's assessment of the Group's viability comprises the following business processes:

   --    Risk management process 

The Group operates a formal risk management process under which the Group's principal risks are assessed and prioritised biannually. Risks and corresponding controls and mitigations are reviewed by country and regional leadership teams on an ongoing basis. The findings of the risk reviews, including the principal risks and any developing trends, are reported to the Board twice a year. In making its viability assessment, the Board carried out a robust evaluation of the emerging and principal risks facing the Group (see pages 21 to 26), including those that would threaten its business model, future performance, solvency or liquidity.

   --    Strategic planning process 

The Board considers annually a three-year, bottom-up strategic plan and a more detailed budget which is prepared for the following year. Current-year business performance is reforecast during the year. The plan is reviewed and approved by the Board, with involvement throughout from the Group CEO, Group CFO and the Executive team. The Board's role is to consider the appropriateness of key assumptions, taking into account the external environment and business strategy. The most recent three-year plan was approved by the Board in November 2023.

   --    Headroom and covenant analysis 

At 30 September 2023, the Group had GBP2.0bn of undrawn committed bank facilities, which mature in August 2026, and GBP0.7bn of cash net of overdrafts. Term debt maturities in the three-year period total GBP1.8bn, of which GBP0.3bn was pre-financed with bond issues in September 2022. Based on the forecast cash flows in the strategic plan, the remainder of the maturing debt is expected to be refinanced during the three-year period to 30 September 2026 to maintain the desired level of headroom. The GBP2.0bn of committed bank facilities are expected to be refinanced during 2025. The Group's long-term (A/A2) and short-term (A-1/P-1) credit ratings and well-established presence in the debt capital markets provide the directors with confidence that the Group could refinance the maturing debt and facilities as required.

A reverse stress test has been undertaken to identify the circumstances that would cause the Group to breach the headroom against its committed facilities or the financial covenants on its USPP debt. The reverse stress test, which removes discretionary M&A expenditure and share buybacks as mitigating actions, shows that underlying operating profit(1) would have to reduce by more than 80% of the strategic plan level throughout the three-year assessment period before the leverage covenant is reached. The refinancing requirement is not accelerated in the reverse stress test as a mitigating action given the strong liquidity position of the Group.

1. Alternative Performance Measure (APM). The Group's APMs are defined in note 14 (non-GAAP measures) and reconciled to GAAP measures in notes 2 (segmental analysis) and 14 to the consolidated financial statements.

Financial results (continued)

The principal risks that would have the most significant impact on the Group's business model, future performance, solvency or liquidity are further outbreaks of COVID-19 or another pandemic and associated containment measures, geopolitical tensions, economic conditions and food and labour cost inflation and these, together with the other principal risks identified on pages 21 to 26, have been considered as part of the viability assessment. Specific scenarios based on the principal risks have not been modelled on the basis that the level of headroom to absorb the occurrence of such risks is substantial and there is a range of other actions available that could be implemented to mitigate the potential impact.

Substantial mitigating actions were identified and implemented as part of the Group's COVID-19 pandemic response in 2020, including reducing capital expenditure, resizing the cost base, renegotiating client contracts, pausing M&A activity and shareholder returns, raising equity, negotiating covenant waivers and securing additional committed funding. These actions illustrate the flexibility the Group has to mitigate the impact of adverse events.

In the event that the financial covenants were to come under pressure, mitigating actions include repaying the loan notes from available liquidity, or refinancing, in advance of their maturity or negotiating covenant waivers.

Conclusion

Based on the results of this analysis, the Board has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period to 30 September 2026.

Palmer Brown

Group Chief Financial Officer

20 November 2023

Risk management

The Board takes a proactive approach to risk management aimed at protecting the Group's employees, clients and consumers and safeguarding the interests of the Company and its shareholders in a constantly changing environment.

Risk management is an essential element of business governance. The Group has risk management policies, processes and procedures in place to ensure that risks are properly identified, evaluated and managed at the appropriate level.

The identification of risks and opportunities, the development of action plans to manage those risks and maximise the opportunities, and the continual monitoring of progress against agreed key performance indicators (KPIs) are integral parts of the business process and core activities throughout the Group.

In compliance with provision 28 of the UK Corporate Governance Code 2018 (the Code), the Board has conducted a robust assessment of the Company's emerging and principal risks. The following pages set out the Board's approach to assessing and mitigating risk, the principal risks of the Company, and the procedures in place to identify emerging risks.

Risk management framework

The Board has overall responsibility for risk management. This includes establishing policies and procedures to manage risk, overseeing the internal control framework, reviewing the nature and extent of the principal risks, setting risk appetite and embedding a culture of risk management throughout the business.

The Board has approved a Risk Management Policy. The Group operates a formal risk management process in accordance with this policy, under which the Group's principal risks (set out on pages 21 to 26) are assessed and prioritised biannually. In accordance with the FRC's Guidance on Risk Management, Internal Control and Related Financial Business Reporting 2014 and in the Code, this process has been in place for the financial year under review. These systems are designed to manage rather than eliminate the risk of failure to achieve the Group's strategic objectives, safeguard the Group's assets against material loss, fairly report the Group's performance and position, and ensure compliance with relevant legislation, regulation and best practice including that related to social, environmental and ethical matters. These systems provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board delegates aspects of risk management, with the Executive Committee responsible for the day-to-day management of significant risk, and the Audit Committee responsible for the oversight of Compass' risk management systems and internal financial controls. The Group Director of Risk and Internal Audit maintains the risk management framework including the Risk Management Policy. The Audit Committee annually reviews the effectiveness of the Group's approach to risk management and any changes to the Risk Management Policy and recommends the principal risks and uncertainties disclosures made in the Annual Report and Accounts to the Board for approval.

Risks and the corresponding controls and mitigations are reviewed by country and regional leadership teams on an ongoing basis. Risk updates are integral to periodic management reviews and are regularly reviewed by the Regional Governance Committees (RGCs) and the Executive Committee. A critical component of the risk review process is the dynamic identification of emerging and developing risks at a country, regional and Group level. This bottom-up and top-down approach provides a comprehensive assessment of the key risks facing the Group. The findings of the risk reviews, including the principal risks and any developing trends, are reported to and considered by the Board twice a year.

Risks are considered at gross and net levels. This allows the impact of each risk and likelihood of its occurrence both before and after controls and mitigations to be assessed. Risk management plans are developed for all significant risks. They include a clear description of the nature of the risk, quantification of the potential impact and likelihood of occurrence, the owners for each risk, and details of the controls and mitigations in place, proportionate to the risk, and in line with the Company's business. The identification and assessment of climate-related risks and opportunities are incorporated within the risk management process. All country operating units are mandated to consider climate-related risks and opportunities. These are assessed in terms of percentage profit before interest and tax (PBIT) impact in accordance with the criteria set out in the Board-approved Risk Management Policy. All country and Group-level risks are assigned risk owners and, together with the mitigations, are recorded in the central risk reporting system.

Group companies also submit biannual risk and internal control assurance letters to the Group CFO on internal control and risk management issues, with comments on the control environment within their operations. The Chair of the Audit Committee reports to the Board on any matters arising from the Committee's review of how the risk management and internal control processes have been applied.

The Audit Committee keeps under review the adequacy and effectiveness of the Company's and Group's internal financial controls and risk management systems.

Risk management (continued)

Risk appetite

The Board interprets risk appetite as the level of risk that the Company is willing to take to meet its strategic objectives. The Board's attitude to and appetite for risk are communicated to the Group's businesses through the strategy planning process and the internal risk governance and control frameworks. In determining its risk appetite, the Board recognises that a prudent and robust approach to risk mitigation must be carefully balanced with a degree of flexibility so that the entrepreneurial spirit that has greatly contributed to the Group's success is not inhibited.

In assessing risk appetite, the Board reviews the three-year business plan and associated strategic risks. Risk appetite for specific financial risks such as funding and liquidity, credit, counter-party, foreign exchange and interest rate risk are set out in the Board approved treasury policies. Compliance with legal and regulatory requirements, such as those contained in the Companies Act, health and safety and other risk-specific legislation, is mandatory.

New and emerging risks

The Board has established processes for identifying emerging risks, and horizon scanning for risks that may arise over the medium to long term. Emerging and potential changes to the Group's risk profile are identified through the Group's risk management framework and through direct feedback from management, including in regard to changing operating conditions, and market and consumer trends.

The democratisation of generative artificial intelligence (AI) has given widespread access to powerful online AI services for content creation. This opportunity presents several risks including breach of data confidentiality and data privacy. In response, to mitigate these risks, Compass has implemented principle-based rules that apply globally, and we are currently developing a framework for the responsible use of AI in all our markets.

The escalating tensions in the Middle East and the ongoing Russia-Ukraine conflict have elevated geopolitical risks and while we do not operate directly in those countries currently affected, we do have interests elsewhere in Europe and the Middle East. We continue to monitor these situations closely with the safety and security of the Group's employees front of mind.

Our principal risks

The principal risks and uncertainties facing the business at the date of this Announcement, and any changes to the status of these risks since last year, are set out on pages 21 to 26. These have been subject to robust assessment and review.

They do not, however, comprise all the risks that the Group may face and are not listed in any order of priority. Additional risks and uncertainties not presently known to management, or which are considered to be remote or are deemed to be less material at the date of this Announcement, may also have an adverse effect on the Group.

Other principal risks

The Group faces a number of operational risks on an ongoing basis, such as litigation and financial risks, as well as some wider risks, for example, environmental, information security, cyber and reputational.

All risks disclosed in previous years can be found in the annual reports available on our website, www.compass-group.com . These risks remain important to the business and are kept under regular review. However, the disclosures on pages 21 to 26 focus on risks currently considered to be more significant to the Group.

Principal risks

 
Key                                Link to 
  Increased risk       MAP 1: Client sales 
                        and marketing 
    Static risk        MAP 2: Consumer sales 
                        and marketing 
    Decreasing risk    MAP 3: Cost of food 
  New risk             MAP 4: In-unit costs 
                       MAP 5: Above-unit overheads 
 
 
 
Risk and description                                  Mitigation 
Climate change and sustainability 
Climate change                                        The Group continues to focus on evaluating 
                                                       its exposure to climate change and 
 2023 2022                                             seeks to identify potential future 
 Strategic pillar link: People/Performance/Purpose     issues early so that sourcing and operations 
 The impact of climate change                          can be adjusted, and menus adapted 
 on the environment may lead to                        appropriately. Work continues with 
 issues around food sourcing and                       clients and suppliers to propose, execute 
 supply chain continuity in some                       and measure solutions to support their 
 of the Group's markets. Issues                        efforts and those of Compass in reducing 
 in these areas could affect the                       greenhouse gas (GHG) emissions. Compass 
 availability of some food products,                   has targeted climate net zero GHG emissions 
 and potentially may lead to food                      by 2050 alongside validated science-based 
 cost inflation.                                       targets to reduce emissions by 2030 
                                                       (from a 2019 base year) in line with 
                                                       the 2015 Paris Agreement. 
==================================================    ============================================= 
Social and ethical standards                          To enhance its ability to counter risks 
                                                       to its businesses and supply chains 
 2023 2022                                             from modern slavery, Compass has focused 
 Strategic pillar link: People/Performance/Purpose     on the areas where its human rights 
 Compass relies on its people                          strategy can have the greatest impact. 
 to deliver great service to its                       This has been done through the Human 
 clients and consumers and recognises                  Rights Working Group, the engagement 
 that the welfare of employees                         of external specialist advisers, the 
 is the foundation of its culture                      Group's modern slavery e-learning tools 
 and business. Compass remains                         and ongoing work to strengthen and 
 vigilant in upholding high standards                  improve the Group's human rights due 
 of business ethics with regard                        diligence through supplier evaluation 
 to human rights and social equality.                  and labour agency reviews. 
Health and safety 
Health and safety                                     Management meetings throughout the 
                                                       Group feature a health and safety update 
 2023 2022                                             as one of their first substantive agenda 
 Strategic pillar link: People/Performance/Purpose     items. 
 Compass feeds millions of consumers                   Health and safety improvement KPIs 
 every day and its companies employ                    are included in the annual bonus plans 
 hundreds of thousands of people                       for each of the businesses' management 
 around the world. For that reason,                    teams. The Group has policies, procedures 
 setting the highest standards                         and standards in place to ensure compliance 
 for food hygiene and safety is                        with legal obligations and industry 
 paramount.                                            standards. 
 Health and safety breaches could                      The safety and quality of the Group's 
 cause serious business interruption                   global supply chain are assured through 
 and could result in criminal                          compliance with a robust set of standards 
 and civil prosecution, increased                      which are regularly reviewed, audited 
 costs and potential damage to                         and upgraded as necessary to improve 
 the Company's reputation.                             supply chain visibility and product 
                                                       integrity. 
                                                       Further mitigations in place include 
                                                       our Global Operational Safety Standards, 
                                                       Global Supply Chain Integrity Standards 
                                                       and a Global Allergen Management Plan. 
==================================================    ============================================= 
 

Principal risks (continued)

 
Key                                Link to 
  Increased risk       MAP 1: Client sales 
                        and marketing 
    Static risk        MAP 2: Consumer sales 
                        and marketing 
    Decreasing risk    MAP 3: Cost of food 
  New risk             MAP 4: In-unit costs 
                       MAP 5: Above-unit 
                        overheads 
 
 
 
Risk and description                                  Mitigation 
Health and safety (continued) 
Pandemic                                              Operations and working practices have 
                                                       been adjusted to retain the skills 
 2023 2022                                             and experience of colleagues and provide 
 Strategic pillar link: People/Performance/Purpose     flexibility in the event of another 
 The Group's operations were significantly             pandemic which leads to a resumption 
 disrupted due to the global COVID-19                  of containment measures. 
 pandemic and associated containment                   To protect the Group's employees, clients 
 measures. Compass has recovered                       and consumers, enhanced health and 
 well and learned from the pandemic,                   safety protocols and personal protective 
 and as a result this risk has                         equipment requirements and guidelines, 
 declined. Further outbreaks of                        hygiene requirements and site layout 
 the virus, or another pandemic,                       solutions developed in consultation 
 could cause further business                          with expert advisers and with our clients, 
 risk.                                                 have been adopted. 
                                                       Careful management of the Group's cost 
                                                       base and robust measures to protect 
                                                       the Group's liquidity position have 
                                                       ensured that we remain resilient and 
                                                       well placed to take advantage of appropriate 
                                                       opportunities as they arise. 
                                                       Robust incident management and business 
                                                       continuity plans are in place and are 
                                                       monitored for effectiveness and regularly 
                                                       reviewed to ensure they reflect evolving 
                                                       best practice. 
People 
Recruitment                                           The Group aims to mitigate this risk 
                                                       by efficient and time-critical resource 
 2023 2022                                             management, mobilisation of existing 
 Strategic pillar link: People/Performance             experienced employees within the organisation, 
 Failure to attract and recruit                        improved use of technology such as 
 people with the right skills                          apps and social media, targeted recruitment, 
 at all levels could limit the                         and training and development programmes. 
 success of the Group. 
 The Group faces resourcing challenges 
 in some of its businesses in 
 some key positions due to labour 
 shortages and a lack of industry 
 experience amongst candidates, 
 appropriately qualified people, 
 and the seasonal nature of some 
 of Compass' businesses. 
==================================================    =============================================== 
Retention and motivation                              The Group has established tools, training, 
                                                       development, performance management 
 2023 2022                                             and reward programmes to help retain, 
 Strategic pillar link: People/Performance             develop, motivate and support its people. 
 Retaining and motivating the                          The Group has a number of well-established 
 best people with the right skills,                    initiatives which help to monitor levels 
 at all levels of the organisation,                    of engagement and to respond to the 
 is key to the long-term success                       needs of employees. Specifically, Compass 
 of the Group.                                         has increased its local focus and employee 
 Changes to economic conditions                        support on mental health awareness, 
 may increase the risk of attrition                    stress management and resilience to 
 at all levels of the organisation.                    better equip its people in times of 
 Potential business closures resulting                 uncertainty and change. 
 from further COVID--19 or other                       To protect its workforce, Compass applies 
 pandemic-related lockdowns or                         measures available to it to retain 
 other social distancing controls                      as many of its skilled workforce as 
 could significantly impact the                        possible, including redeployment. 
 Group's workforce in affected 
 regions. 
==================================================    =============================================== 
 

Principal risks (continued)

 
Key                                Link to 
  Increased risk       MAP 1: Client sales 
                        and marketing 
    Static risk        MAP 2: Consumer sales 
                        and marketing 
    Decreasing risk    MAP 3: Cost of food 
  New risk             MAP 4: In-unit costs 
                       MAP 5: Above-unit 
                        overheads 
 
 
 
Risk and description                           Mitigation 
Clients and consumers 
Sales and retention                            Compass has strategies based on quality, 
                                                value and innovation that strengthen 
 2023 2022                                      its long-term relationships with its 
 Strategic pillar link: People/Performance      clients and consumers. 
 The Group's businesses rely on                 The Group's business model is structured 
 securing and retaining a diverse               so that it is not reliant on one particular 
 range of clients.                              sector or group of clients. 
 The potential loss of material                 Technology is used to support the delivery 
 client contracts in an increasingly            of efficiencies and to contribute to 
 competitive market is a risk                   growth through, for example, cashierless 
 to Compass' businesses.                        and cashless payment systems and the 
                                                use of artificial intelligence. This 
                                                is beneficial to clients and consumers 
                                                and positively impacts retention and 
                                                new business wins. 
                                                Compass continues to focus on financial 
                                                security and safety. In today's environment, 
                                                these are key strengths for clients. 
                                                Contracts may be renegotiated. There 
                                                is continued focus on retention and 
                                                new sales and the use of technology 
                                                and innovative client solutions. 
===========================================    ============================================= 
Service delivery, contractual                  Processes are in place to ensure that 
 compliance and retention                       the services delivered to clients are 
                                                of an appropriate standard and comply 
 2023 2022                                      with the required contract terms and 
 Strategic pillar link: People/Performance      conditions. 
 The Group's operating companies 
 contract with a large number 
 of clients. Failure to comply 
 with the terms of these contracts, 
 including proper delivery of 
 services, could lead to the loss 
 of business and/or claims. 
===========================================    ============================================= 
Competition and disruption                     Compass aims to minimise this risk 
                                                and to respond to new market and consumer 
 2023 2022                                      food services trends by continuing 
 Strategic pillar link: Performance             to promote its differentiated propositions 
 The Group operates in a highly                 and by focusing on its strengths, such 
 competitive marketplace. The                   as flexibility in its cost base, quality, 
 levels of concentration and outsource          value of service and innovation. 
 penetration vary by country and                Harnessing knowledge and experience 
 by sector. Some markets are relatively         and continuing to invest in technology 
 concentrated with two or three                 helps to counter any potential risk 
 key players. Others are highly                 and to capitalise on the opportunities 
 fragmented and offer significant               created. 
 opportunities for consolidation                Compass continues to evolve its offer 
 and penetration of the self-operated           to increase participation rates and 
 market.                                        service sites of different sizes. 
 Ongoing structural changes in                  The businesses are able to adapt to 
 working and education environments             changes in the service provision environment 
 may reduce the number of people                and where possible take advantage of 
 in offices and educational establishments.     changes in the market. By leveraging 
 The emergence of new industry                  its expertise and technology Compass 
 participants and traditional                   is able to differentiate its food services 
 competition using disruptive                   offer. For example, investments in 
 technology could adversely affect              SmartQ and EAT Club have given Compass 
 the Group's businesses.                        platforms that allow it to pivot food 
                                                operations according to changing client 
                                                and consumer demands. 
===========================================    ============================================= 
 

Principal risks (continued)

 
Key                                Link to 
  Increased risk       MAP 1: Client sales 
                        and marketing 
    Static risk        MAP 2: Consumer sales 
                        and marketing 
    Decreasing risk    MAP 3: Cost of food 
  New risk             MAP 4: In-unit costs 
                       MAP 5: Above-unit 
                        overheads 
 
 
 
Risk and description                                  Mitigation 
Economic and political environment 
Geopolitical                                          As a Group, Compass is monitoring the 
                                                       situation closely with the safety and 
 2023 2022                                             security of the Group's employees front 
 Strategic pillar link: People/Performance/Purpose     of mind. 
 The escalating tensions in the                        Whilst we do not operate in Israel 
 Middle East and the ongoing Russia-Ukraine            or the Palestinian territories, we 
 conflict have elevated geopolitical                   do have interests elsewhere in the 
 risks, heightened national security                   Middle East. Last year, Compass permanently 
 threats to countries in those                         exited the Russian market and moved 
 regions and disrupted the global                      away from all known Russian suppliers. 
 energy market, which have contributed                 The Group continues to manage inflation 
 to cost inflation, and economic                       risks by sharing best practice across 
 and cyber-security risks.                             the Group to drive greater efficiencies 
                                                       through menu management, supplier rationalisation, 
                                                       labour scheduling, and productivity 
                                                       through the increased use of technology. 
                                                       Cost indexation in our contracts also 
                                                       gives Compass the contractual right 
                                                       to review pricing with clients. 
==================================================    =================================================== 
Economy                                               As part of Compass' strategy, the Group 
                                                       is focused on productivity and purchasing 
 2023 2022                                             initiatives which help to manage the 
 Strategic pillar link: People/Performance/Purpose     cost base. During adverse conditions, 
 Sectors of Compass' business                          if necessary actions can be taken to 
 could be susceptible to adverse                       reduce labour costs and action plans 
 changes in economic conditions                        have been implemented to protect profitability 
 and employment levels.                                and liquidity. 
 Continued worsening of economic 
 conditions has increased the 
 risk to the businesses in some 
 jurisdictions. 
==================================================    =================================================== 
Cost inflation                                        As part of the MAP framework, and by 
                                                       sharing best practice across the Group, 
 2023 2022                                             Compass seeks to manage inflation by 
 Strategic pillar link: People/Performance             continuing to drive greater efficiencies 
 At Compass, our objective is                          through menu management, supplier rationalisation, 
 always to deliver the right level                     labour scheduling and productivity, 
 of service in the most efficient                      and through the increased use of technology. 
 way. An increase in the cost                          Cost indexation in our contracts also 
 of labour, for example, minimum                       gives Compass the contractual right 
 wages in the US and UK, or the                        to review pricing with clients. 
 cost of food, could constitute                        Cost action programmes and the continued 
 a risk to our ability to do this.                     oversight of supply chain costs are 
                                                       also mitigating the risks in this area. 
==================================================    =================================================== 
Political instability                                 The Group remains alert to future changes 
                                                       presented by emerging markets or fledgling 
 2023 2022                                             administrations and tries to anticipate 
 Strategic pillar link: People/Performance/Purpose     and contribute to important changes 
 Compass is a global business                          in public policy. 
 operating in countries and regions                    Where possible, Compass seeks to absorb 
 with diverse economic and political                   price increases through operational 
 conditions. Operations and earnings                   efficiencies. Cost indexation in our 
 may be adversely affected by                          contracts also gives Compass the contractual 
 political or economic instability.                    right to review pricing with clients. 
                                                       Recruitment and retention strategies 
                                                       are also in place to mitigate any impact 
                                                       on labour supply. 
                                                       Compass remains vigilant to changes 
                                                       in political stability in local jurisdictions 
                                                       and retains the flexibility to take 
                                                       appropriate mitigating action as necessary. 
==================================================    =================================================== 
 

Principal risks (continued)

 
Key                                Link to 
  Increased risk       MAP 1: Client sales 
                        and marketing 
    Static risk        MAP 2: Consumer sales 
                        and marketing 
    Decreasing risk    MAP 3: Cost of food 
  New risk             MAP 4: In-unit costs 
                       MAP 5: Above-unit 
                        overheads 
 
 
 
Risk and description                                  Mitigation 
Compliance and fraud 
Compliance and fraud                                  The Group's zero-tolerance-based Code 
                                                       of Business Conduct (CBC) and Business 
 2023 2022                                             Integrity Policy (BIP), govern all 
 Strategic pillar link: People/Performance/Purpose     aspects of its relationships with its 
 Ineffective compliance management                     stakeholders. Compass operates a continuous 
 with increasingly complex laws                        improvement process as part of the 
 and regulations, or evidence                          Group's Ethics and Integrity programme 
 of fraud, bribery and corruption,                     to enhance and strengthen its culture 
 anti-competitive behaviour or                         of integrity, sharing insights and 
 other serious misconduct, could                       emerging trends between regional and 
 have an adverse effect on the                         country management teams. 
 Group's reputation or on its                          The Group undertakes a robust risk 
 performance and/or lead to a                          management assessment that helps identify 
 reduction in the Company's share                      major risks and ensures the internal 
 price and/or a loss of business.                      control framework remains effective 
 It could also lead to criminal                        through regular monitoring, testing 
 proceedings, sanctions or other                       and review. Regulatory and compliance 
 litigation being brought against                      risks are included in this process 
 the Company, its directors or                         to enable visibility and planning to 
 executive management.                                 address them. 
 Companies face increased risk                         A strong culture of integrity is promoted 
 of fraud, bribery and corruption,                     through Compass' Ethics and Integrity 
 anti-competitive behaviour and                        programme and its independently operated 
 other serious misconduct both                         Speak Up, We're Listening helpline 
 internally and externally, due                        and web platform. All alleged breaches 
 to financial and/or performance                       of the CBC and the BIP, including any 
 pressures and significant changes                     allegations of fraud, bribery and corruption, 
 to ways of working.                                   anti-competitive behaviour and other 
                                                       serious misconduct, are followed up, 
                                                       investigated and dealt with appropriately. 
                                                       Regulation and compliance risk is also 
                                                       considered as part of the annual business 
                                                       planning process. 
                                                       Our Ethics and Integrity e-learning 
                                                       platform provides increased engagement 
                                                       on key regulatory and ethics and integrity 
                                                       topics for Group employees and clear 
                                                       communication of standards and expectations. 
                                                       Internal Audit regularly reviews internal 
                                                       controls and analyses financial transactions 
                                                       to mitigate the risk of error or fraud. 
==================================================    ============================================== 
 

Principal risks (continued)

 
Key                                Link to 
  Increased risk       MAP 1: Client sales 
                        and marketing 
    Static risk        MAP 2: Consumer sales 
                        and marketing 
    Decreasing risk    MAP 3: Cost of food 
  New risk             MAP 4: In-unit costs 
                       MAP 5: Above-unit 
                        overheads 
 
 
 
Risk and description                          Mitigation 
Compliance and fraud (continued) 
International tax                             Compass seeks to plan and manage its 
                                               tax affairs efficiently in the jurisdictions 
 2023 2022                                     in which the Group's businesses operate. 
 Strategic pillar link: Performance            Compass acts in compliance with relevant 
 The international corporate tax               laws and disclosure requirements. 
 environment remains complex and               Compass manages and controls these 
 the sustained increase in audit               risks in a proactive manner and in 
 activity from tax authorities                 doing so exercises judgement and seeks 
 means that the potential for                  appropriate advice from reputable professional 
 tax uncertainties and disputes                firms. Tax risks are assessed as part 
 remains high. The need to raise               of the Group's formal governance process 
 public finances is likely to                  and are reviewed by the Board and the 
 cause governments to consider                 Audit Committee on a regular basis. 
 increases in tax rates and other              The Group proactively manages its tax 
 potentially adverse changes in                arrangements in accordance with various 
 tax legislation, and to renew                 government-led initiatives and ensures 
 focus on compliance for large                 compliance is achieved by putting robust 
 corporates.                                   processes and controls in place, including 
                                               third-party support and review. 
==========================================    ================================================= 
Information systems, technology               Compass continually assesses its cyber 
 and cyber                                     risk, and monitors and manages the 
                                               maturity of its enterprise infrastructure, 
 2023 2022                                     platforms and security controls to 
 Strategic pillar link: People/Performance     ensure that it can effectively prevent, 
 The digital world creates increasing          detect and respond to current or future 
 risk for global businesses including,         cyber-attacks. 
 but not limited to, technology                Appropriate crisis management procedures 
 failures, loss of confidential                are in place to manage issues in the 
 data, data privacy breaches and               event of a cyber incident occurring. 
 damage to brand reputation through,           Our response protocols are supported 
 for example, the increased threat             by using industry-standard tooling, 
 of cyber-attacks, and use and                 experienced IT and security professionals, 
 instantaneous nature of social                and external partners to mitigate potential 
 media.                                        impacts. Assurance is provided by regular 
 Disruption caused by the failure              compliance monitoring of our key information 
 of key software applications,                 technology control framework, which 
 security controls, or underlying              is designed to prevent and defend against 
 infrastructure, or disruption                 cyber threats and other risks. 
 caused by cyber-attacks could                 The Group relies on a variety of digital 
 impact day-to-day operations                  and technology platforms to manage 
 and management decision-making,               and deliver services and communicate 
 or result in a regulatory fine                with its people, clients, consumers 
 or other sanction and/or third                and suppliers. Compass' decentralised 
 party claims.                                 model and infrastructure help to mitigate 
 The incidence of sophisticated                propagation of attacks across the Group's 
 phishing and malware attacks                  technology estate. 
 (including ransomware) on businesses          Compass continues to be focused on 
 is rising with an increase in                 the need to maximise the effectiveness 
 the number of companies suffering             of its information systems and technology 
 operational disruption, unauthorised          as a business enabler. As such, the 
 access to and/or loss of data,                Group continues to invest in technology 
 including confidential, commercial,           and specialist resources in order to 
 and personal identifiable data.               further strengthen its platforms, cyber-security 
 A combination of increased geopolitical,      defences and controls to prevent and 
 economic instability and accessibility        detect cyber threats and respond to 
 of sophisticated artificial intelligence      attacks in order to mitigate the risk 
 (AI) enabled tools and techniques             of operational disruption, technology 
 have contributed to a significant             failure, unauthorised access to and/or 
 increase in the risk of phishing              loss of data. 
 and malware attacks including                 The Group has implemented configuration 
 ransomware across all industries.             changes designed to block phishing 
 The democratisation of generative             emails, increased awareness campaigns, 
 AI has given widespread access                and provided cyber training to help 
 to powerful online AI services                employees identify these kind of attacks. 
 for content creation. This opportunity        In response to the potential risks 
 presents several risks including              posed by AI, Compass has implemented 
 to data privacy and confidentiality.          principle-based rules that apply globally, 
                                               and we are currently developing a framework 
                                               for the responsible use of AI in all 
                                               our markets. 
                                               Information system, technology and 
                                               cybersecurity controls and risks are 
                                               assessed as part of the Group's formal 
                                               governance processes and are reviewed 
                                               by the Audit Committee on a regular 
                                               basis. 
==========================================    ================================================= 
 

Compass Group PLC

Consolidated Financial Statements

Consolidated income statement

For the year ended 30 September 2023

 
                                                   2023             2022 
                                              ===============  =============== 
                                       Notes   GBPm      GBPm   GBPm      GBPm 
 ====================================  =====  =====  ========  =====  ======== 
 Revenue                                   2           31,028           25,512 
 Operating costs                                     (29,193)         (24,057) 
 ====================================  =====  =====  ========  =====  ======== 
 Operating profit before joint 
  ventures and associates                               1,835            1,455 
 Share of results of joint ventures 
  and associates                           2               56               45 
 ====================================  =====  =====  ========  =====  ======== 
 
 Underlying operating profit1           2,14  2,122            1,590 
 Acquisition-related charges            3,14  (125)             (92) 
 Charges related to the strategic 
  portfolio review                      3,14   (99)                - 
 Other(2)                                 14    (7)                2 
 Operating profit                          2            1,891            1,500 
 Net gain/(loss) on sale and closure 
  of businesses                        10,14               20              (7) 
                                              =====            ===== 
   Finance income                                48               11 
   Finance expense                            (184)            (111) 
   Other financing items                  14   (28)               76 
                                              =====            ===== 
 Finance costs                                          (164)             (24) 
 ====================================  =====  =====  ========  =====  ======== 
 Profit before tax                                      1,747            1,469 
 Income tax expense                        4            (429)            (352) 
 ====================================  =====  =====  ========  =====  ======== 
 Profit for the year                                    1,318            1,117 
 ====================================  =====  =====  ========  =====  ======== 
 
 Attributable to 
 Equity shareholders                                    1,314            1,113 
 Non-controlling interests                                  4                4 
 ====================================  =====  =====  ========  =====  ======== 
 Profit for the year                                    1,318            1,117 
 ====================================  =====  =====  ========  =====  ======== 
 
 Basic earnings per share                  5            75.4p            62.6p 
 ====================================  =====  =====  ========  =====  ======== 
 Diluted earnings per share                5            75.3p            62.6p 
 ====================================  =====  =====  ========  =====  ======== 
 

1. Operating profit excluding specific adjusting items (see note 14).

2. Other specific adjusting items include COVID-19 resizing credit, one-off pension charge and tax on share of profit of joint ventures (see note 14).

Compass Group PLC

Consolidated Financial Statements

Consolidated statement of comprehensive income

For the year ended 30 September 2023

 
                                                               2023   2022 
                                                       Notes   GBPm   GBPm 
=====================================================  =====  =====  ===== 
Profit for the year                                           1,318  1,117 
=====================================================  =====  =====  ===== 
Other comprehensive income 
Items that will not be reclassified to the income 
 statement 
Remeasurement of post-employment benefit obligations             27  1,038 
Return on plan assets, excluding interest income              (271)  (668) 
Change in asset ceiling, excluding interest income                5      3 
Change in fair value of financial assets at fair 
 value through other comprehensive income                        94  (133) 
Tax credit/(charge) on items relating to the 
 components of other comprehensive income                        30   (65) 
=====================================================  =====  =====  ===== 
                                                              (115)    175 
=====================================================  =====  =====  ===== 
Items that may be reclassified to the income 
 statement 
Currency translation differences1                             (335)    591 
Reclassification of cumulative currency translation 
 differences on sale of businesses                        10    (1)      7 
Tax credit on items relating to the components 
 of other comprehensive income                                    3      - 
=====================================================  =====  =====  ===== 
                                                              (333)    598 
=====================================================  =====  =====  ===== 
Total other comprehensive (loss)/income for the 
 year                                                         (448)    773 
=====================================================  =====  =====  ===== 
Total comprehensive income for the year                         870  1,890 
=====================================================  =====  =====  ===== 
 
Attributable to 
Equity shareholders                                             866  1,886 
Non-controlling interests                                         4      4 
=====================================================  =====  =====  ===== 
Total comprehensive income for the year                         870  1,890 
=====================================================  =====  =====  ===== 
 

1. Includes a gain of GBP166m in relation to the effective portion of net investment hedges (2022: GBP190m loss).

Compass Group PLC

Consolidated Financial Statements

Consolidated statement of changes in equity

For the year ended 30 September 2023

 
                                                    Attributable to equity 
                                                          shareholders 
                                                 ============================= 
                                                    Share     Share      Other   Retained  Non-controlling    Total 
                                                  capital   premium   reserves   earnings        interests   equity 
                                          Notes      GBPm      GBPm       GBPm       GBPm             GBPm     GBPm 
========================================  =====  ========  ========  =========  =========  ===============  ======= 
At 1 October 2022                                     198       189      4,068      1,419               31    5,905 
========================================  =====  ========  ========  =========  =========  ===============  ======= 
Profit for the year                                     -         -          -      1,314                4    1,318 
========================================  =====  ========  ========  =========  =========  ===============  ======= 
Other comprehensive income 
Remeasurement of post-employment 
 benefit obligations                                    -         -          -         27                -       27 
Return on plan assets, excluding 
 interest income                                        -         -          -      (271)                -    (271) 
Change in asset ceiling, excluding                      -         -          -          5                -        5 
 interest income 
Change in fair value of financial 
 assets at fair value through 
 other comprehensive income                             -         -          -         94                -       94 
Currency translation differences                        -         -      (335)          -                -    (335) 
Reclassification of cumulative 
 currency translation differences 
 on sale of businesses                                  -         -        (1)          -                -      (1) 
Tax credit on items relating 
 to the components of other 
 comprehensive income                                   -         -          3         30                -       33 
========================================  =====  ========  ========  =========  =========  ===============  ======= 
Total other comprehensive 
 loss for the year                                      -         -      (333)      (115)                -    (448) 
========================================  =====  ========  ========  =========  =========  ===============  ======= 
Total comprehensive (loss)/income 
 for the year                                           -         -      (333)      1,199                4      870 
========================================  =====  ========  ========  =========  =========  ===============  ======= 
Fair value of share-based 
 payments                                               -         -          -         44                -       44 
Change in fair value of non-controlling 
 interest put options                                   -         -         13          -                -       13 
Changes to non-controlling                              -         -        (2)          -                2        - 
 interests due to acquisitions 
 and disposals 
Reclassification of non-controlling                     -         -          6          -              (6)        - 
 interest put options reserve 
 on exercise of put options 
Cost of shares transferred 
 to employees                                           -         -         26       (26)                -        - 
Purchase of own shares - share 
 buybac k1                                              -         -    (1,004)          -                -  (1,004) 
Purchase of own shares - employee 
 share-based payments                                   -         -       (16)          -                -     (16) 
Tax credit on items taken                               -         -          -          3                -        3 
 directly to equity 
                                                      198       189      2,758      2,639               31    5,815 
Dividends paid to equity shareholders         6         -         -          -      (648)                -    (648) 
Dividends paid to non-controlling 
 interests                                              -         -          -          -              (6)      (6) 
At 30 September 2023                                  198       189      2,758      1,991               25    5,161 
========================================  =====  ========  ========  =========  =========  ===============  ======= 
 
 

1. Including stamp duty and brokers' commission.

Compass Group PLC

Consolidated Financial Statements

Consolidated statement of changes in equity

For the year ended 30 September 2023

 
                                                         Attributable to equity 
                                                               shareholders 
                                               =========================================== 
                                                  Share     Share         Other   Retained  Non-controlling    Total 
                                                capital   premium   reserves(1)   earnings        interests   equity 
                                        Notes      GBPm      GBPm          GBPm       GBPm             GBPm     GBPm 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
At 1 October 2021                                   198       189         4,262        242               28    4,919 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
Profit for the year                                   -         -             -      1,113                4    1,117 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
Other comprehensive income 
Remeasurement of post-employment 
 benefit obligations                                  -         -             -      1,038                -    1,038 
Return on plan assets, excluding 
 interest income                                      -         -             -      (668)                -    (668) 
Change in asset ceiling, excluding 
 interest income                                      -         -             -          3                -        3 
Change in fair value of financial 
 assets at fair value through 
 other comprehensive income                           -         -             -      (133)                -    (133) 
Currency translation differences                      -         -           591          -                -      591 
Reclassification of cumulative 
 currency translation differences 
 on sale of businesses                                -         -             7          -                -        7 
Tax charge on items relating 
 to the components of other 
 comprehensive income                                 -         -             -       (65)                -     (65) 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
Total other comprehensive 
 income for the year                                  -         -           598        175                -      773 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
Total comprehensive income 
 for the year                                         -         -           598      1,288                4    1,890 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
Fair value of share-based 
 payments                                             -         -            34          -                -       34 
Change in fair value of 
 non-controlling 
 interest put options                                 -         -           (2)          -                -      (2) 
Changes to non-controlling 
 interests due to acquisitions 
 and disposals                                        -         -           (7)          -                8        1 
Purchase of non-controlling 
 interests                                            -         -             -        (7)              (1)      (8) 
Reclassification of non-controlling 
 interest put options reserve 
 on exercise of put options                           -         -             5          -              (5)        - 
Release of share awards settled 
 in existing shares purchased 
 in the market                                        -         -           (4)          -                -      (4) 
Purchase of own shares - share 
 buybac k2                                            -         -         (502)          -                -    (502) 
Purchase of own shares - employee 
 share-based payments                                 -         -           (6)          -                -      (6) 
Transfer                                              -         -         (314)        314                -        - 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
                                                    198       189         4,064      1,837               34    6,322 
Dividends paid to equity shareholders       6         -         -             -      (418)                -    (418) 
Dividends paid to non-controlling 
 interests                                            -         -             -          -              (3)      (3) 
Cost of shares transferred 
 to employees                                         -         -             4          -                -        4 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
At 30 September 2022                                198       189         4,068      1,419               31    5,905 
======================================  =====  ========  ========  ============  =========  ===============  ======= 
 
 

1. Other reserves include the capital redemption and own shares reserves which were shown separately in 2022.

2. Including stamp duty and brokers' commission.

Compass Group PLC

Consolidated Financial Statements

Consolidated balance sheet

At 30 September 2023

 
                                                       30 September 
                                                    ================== 
                                                        2023      2022 
                                             Notes      GBPm      GBPm 
===========================================  =====  ========  ======== 
Non-current assets 
Goodwill                                         7     5,002     5,119 
Other intangible assets                                2,032     1,960 
Costs to obtain and fulfil contracts                   1,078     1,106 
Right-of-use assets                                      813       821 
Property, plant and equipment                            955       948 
Interests in joint ventures and associates               244       270 
Other investments                                        860       790 
Post-employment benefit assets                           430       581 
Trade and other receivables                              253       162 
Deferred tax assets                                      193       230 
Derivative financial instruments                          45        76 
===========================================  =====  ========  ======== 
Non-current assets                                    11,905    12,063 
===========================================  =====  ========  ======== 
Current assets 
Inventories                                              567       511 
Trade and other receivables                            4,174     3,988 
Tax recoverable                                           89       106 
Cash and cash equivalents                                843     1,983 
Derivative financial instruments                          18        71 
===========================================  =====  ========  ======== 
                                                       5,691     6,659 
Assets held for sale                            10         4        26 
===========================================  =====  ========  ======== 
Current assets                                         5,695     6,685 
===========================================  =====  ========  ======== 
Total assets                                          17,600    18,748 
===========================================  =====  ========  ======== 
Current liabilities 
Borrowings                                           (1,087)     (693) 
Lease liabilities                                      (194)     (194) 
Derivative financial instruments                        (37)       (6) 
Provisions                                             (233)     (269) 
Current tax liabilities                                (214)     (245) 
Trade and other payables                             (5,870)   (5,626) 
===========================================  =====  ========  ======== 
Current liabilities                                  (7,635)   (7,033) 
===========================================  =====  ========  ======== 
Non-current liabilities 
Borrowings                                           (2,283)   (3,271) 
Lease liabilities                                      (751)     (719) 
Derivative financial instruments                       (207)     (237) 
Post-employment benefit obligations                    (806)     (759) 
Provisions                                             (286)     (310) 
Deferred tax liabilities                               (108)     (160) 
Trade and other payables                               (363)     (354) 
===========================================  =====  ========  ======== 
Non-current liabilities                              (4,804)   (5,810) 
===========================================  =====  ========  ======== 
Total liabilities                                   (12,439)  (12,843) 
===========================================  =====  ========  ======== 
Net assets                                             5,161     5,905 
===========================================  =====  ========  ======== 
Equity 
Share capital                                            198       198 
Share premium                                            189       189 
Other reserves(1)                                      2,758     4,068 
Retained earnings                                      1,991     1,419 
===========================================  =====  ========  ======== 
Total equity shareholders' funds                       5,136     5,874 
Non-controlling interests                                 25        31 
===========================================  =====  ========  ======== 
Total equity                                           5,161     5,905 
===========================================  =====  ========  ======== 
 

1. Other reserves include the capital redemption and own shares reserves which were shown separately in 2022.

Approved by the Board of Directors on 20 November 2023 and signed on its behalf by:

Dominic Blakemore , Director

Palmer Brown, Director

Compass Group PLC

Consolidated Financial Statements

Consolidated cash flow statement

For the year ended 30 September 2023

 
                                                                           2023   2022 
                                                                 Notes     GBPm   GBPm 
===============================================================  =====  =======  ===== 
Cash flow from operating activities 
Cash generated from operations                                       8    2,687  2,024 
Interest paid                                                             (170)   (96) 
Tax received                                                                 25     31 
Tax paid                                                                  (466)  (363) 
===============================================================  =====  =======  ===== 
Net cash flow from operating activities                                   2,076  1,596 
===============================================================  =====  =======  ===== 
Cash flow from investing activities 
Purchase of subsidiary companies                                          (319)  (263) 
Purchase of interests in joint ventures and associates                      (7)   (28) 
Net proceeds from sale of subsidiary companies, 
 joint ventures and associates net of exit costs(1)                          47     35 
Purchase of intangible assets                                             (215)  (177) 
Purchase of contract fulfilment assets                                    (311)  (218) 
Purchase of property, plant and equipment                                 (365)  (282) 
Proceeds from sale of property, plant and equipment/intangible 
 assets/contract fulfilment assets                                           64     37 
Purchase of other investments                                               (3)   (42) 
Proceeds from sale of other investments                                       3      3 
Dividends received from joint ventures and associates                        49     51 
Interest received                                                            50     10 
===============================================================  =====  =======  ===== 
Net cash flow from investing activities                                 (1,007)  (874) 
===============================================================  =====  =======  ===== 
Cash flow from financing activities 
Purchase of own shares - share buyback                                    (929)  (425) 
Purchase of own shares - employee share-based 
 payments                                                                  (16)    (6) 
Increase in borrowings                                                        1    677 
Repayment of borrowings                                                   (438)  (297) 
Net cash flow from derivative financial instruments                         127   (67) 
Repayment of principal under lease liabilities                            (176)  (152) 
Purchase of non-controlling interests                                       (8)    (2) 
Dividends paid to equity shareholders                                6    (648)  (418) 
Dividends paid to non-controlling interests                                 (6)    (3) 
===============================================================  =====  =======  ===== 
Net cash flow from financing activities                                 (2,093)  (693) 
===============================================================  =====  =======  ===== 
Cash and cash equivalents 
Net (decrease)/increase in cash and cash equivalents                    (1,024)     29 
Cash and cash equivalents at 1 October                                    1,732  1,656 
Currency translation (losses)/gains on cash and 
 cash equivalents                                                          (28)     47 
===============================================================  =====  =======  ===== 
Cash and cash equivalents at 30 September                                   680  1,732 
===============================================================  =====  =======  ===== 
Cash and cash equivalents(2)                                                843  1,983 
Bank overdrafts(2)                                                        (163)  (251) 
===============================================================  =====  =======  ===== 
Cash and cash equivalents at 30 September                                   680  1,732 
===============================================================  =====  =======  ===== 
 

1. 2022 includes GBP15m of tax receipts in respect of prior year business disposals.

2. As per the consolidated balance sheet.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

1 Basis of preparation

Introduction

The consolidated financial statements of Compass Group PLC (the Company) have been prepared on a going concern basis, as discussed below, in accordance with UK-adopted International Accounting Standards. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial instruments.

The financial information set out below does not constitute the Company's statutory accounts for the years ended 30 September 2023 or 2022, but is derived from those accounts. Statutory accounts for 2022 have been delivered to the Registrar of Companies and those for 2023 will be delivered following the Company's Annual General Meeting. The auditor has reported on those accounts. The reports of the auditor were unqualified, did not draw attention to any matters by way of emphasis without qualifying its reports and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

Going concern

The directors consider it appropriate to prepare the financial statements on a going concern basis for the reasons stated below.

At 30 September 2023, the Group's financing arrangements included sterling and Euro bonds (GBP2,353m) and US dollar US Private Placement (USPP) notes (GBP851m). In addition, the Group had Revolving Credit Facilities of GBP2,000m, committed to August 2026, which were fully undrawn, and GBP680m of cash, net of overdrafts. At the date of approving these consolidated financial statements, the liquidity position of the Group has remained substantially unchanged.

For the purposes of the going concern assessment, the directors have prepared monthly cash flow projections for the period to 31 March 2025 (the assessment period) from the most recent three-year strategic plan approved by the Board in November 2023. We consider 18 months to be a reasonable period for the going concern assessment as it enables us to consider the potential impact of macroeconomic and geopolitical factors over an extended period.

Debt maturities in the going concern period include a $352m (GBP288m) USPP note in October 2023, a EUR750m (GBP651m) Eurobond in July 2024 and a $100m (GBP82m) USPP note in December 2024.

The USPP notes are subject to leverage and interest cover covenants which are tested on 31 March and 30 September each year. The Group met both covenants at 30 September 2023. The Group's other financing arrangements do not contain any financial covenants.

The cash flow projections show that the Group has significant headroom against its committed facilities and meets its financial covenant obligations under the USPP notes without any refinancing.

The Group has performed a stress test against the base case to determine the performance level that would result in a reduction in headroom against its committed facilities to nil or a breach of its covenants. The Group's committed facilities would be reached in the event that underlying operating profit reduced by more than 60% of the strategic plan level. The directors do not consider this scenario to be likely. The stress test assumes no share buybacks or new business acquisitions as mitigating actions, with the exception of the acquisition of Hofmann Menü-Manufaktur GmbH which was agreed on 2 November 2023 subject to regulatory approval (see note 13).

Consequently, the directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least the period to 31 March 2025 and, therefore, have prepared the financial statements on a going concern basis.

Changes in accounting policies

There were no new accounting standards or amendments to existing standards effective in the current year that had a significant impact on the Group's consolidated financial statements. There are a number of changes to accounting standards, effective in future years, which are not expected to significantly impact the Group's consolidated financial statements.

Judgements

The preparation of the consolidated financial statements requires management to make judgements in respect of the application of its accounting policies which impact the reported amounts of assets, liabilities, income and expenses.

Whilst there are no judgements that management considers to be critical in the preparation of these financial statements, there is a significant judgement in respect of the classification of cash payments relating to contract fulfilment assets in the cash flow statement.

With the exception of contract fulfilment assets, cash payments in respect of contract balances are classified as cash flows from operating activities. The Group classifies additions to contract fulfilment assets as cash flows from investing activities as they arise from cash payments in relation to assets that will generate long-term economic benefits. During the year, the purchase of contract fulfilment assets in cash flows from investing activities was GBP311m (2022: GBP218m).

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

1 Basis of preparation (continued)

Estimates

The preparation of the consolidated financial statements requires management to make estimates which impact the reported amounts of assets, liabilities, income and expenses. These estimates are based on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Major sources of estimation uncertainty

The Group's major sources of estimation uncertainty are in relation to goodwill in the UK cash-generating unit and post-employment benefit obligations on the basis that a reasonably possible change in key assumptions could have a material effect on the carrying amounts of assets and liabilities in the next 12 months.

Other sources of estimation uncertainty

In addition to the major sources of estimation uncertainty, tax has been identified as another source of estimation uncertainty. Whilst this is not considered to be a major source of uncertainty as defined by IAS 1 Presentation of Financial Statements, the recognition and measurement of certain material assets and liabilities are based on assumptions and/or are subject to longer-term uncertainties (see note 4).

Climate change

Climate change is identified as a principal risk as its impact on the environment may lead to issues around food sourcing and supply chain continuity in some of the Group's markets (see page 21). The potential impact of climate change has been assessed with scenario analysis conducted in line with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations. In October 2021, the Group announced a commitment to reach climate net zero greenhouse gas (GHG) emissions across its global operations and value chain by 2050.

The potential impact of climate change and the Group's net zero commitments on the following areas has been considered:

   --    going concern and viability assessments 
   --    tax 
   --    goodwill 
   --    other intangible assets 
   --    post-employment benefits 

There was no impact on the reported amounts in the financial statements as a result of this review.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

2 Segmental analysis

 
                                                  Geographical segments 
                                                ========================= 
                                                   North          Rest of 
                                                 America  Europe    World   Total 
Revenue by sector and geographical segment1,2       GBPm    GBPm     GBPm    GBPm 
==============================================  ========  ======  =======  ====== 
Year ended 30 September 2023 
Business & Industry                                6,612   3,262    1,113  10,987 
Education                                          4,486   1,014      210   5,710 
Healthcare & Senior Living                         6,077   1,107      424   7,608 
Sports & Leisure                                   3,609     919      133   4,661 
Defence, Offshore & Remote                           308     736    1,271   2,315 
==============================================  ========  ======  =======  ====== 
Underlying revenue3,4                             21,092   7,038    3,151  31,281 
Less: Share of revenue of joint ventures            (19)   (234)        -   (253) 
==============================================  ========  ======  =======  ====== 
Revenue                                           21,073   6,804    3,151  31,028 
==============================================  ========  ======  =======  ====== 
Year ended 30 September 2022 
Business & Industry                                4,805   2,660      936   8,401 
Education                                          3,782     874      173   4,829 
Healthcare & Senior Living                         5,437   1,001      404   6,842 
Sports & Leisure                                   2,854     738       89   3,681 
Defence, Offshore & Remote                           261     662    1,095   2,018 
==============================================  ========  ======  =======  ====== 
Underlying revenue3,4                             17,139   5,935    2,697  25,771 
Less: Share of revenue of joint ventures            (18)   (241)        -   (259) 
==============================================  ========  ======  =======  ====== 
Revenue                                           17,121   5,694    2,697  25,512 
==============================================  ========  ======  =======  ====== 
 

1. There is no inter-segment trading.

2. An analysis of revenue recognised over time and at a point in time is not provided on the basis that the nature, amount, timing and uncertainty of revenue and cash flows are considered to be similar.

3. Revenue plus share of revenue of joint ventures.

4. Underlying revenue arising in the UK, the Group's country of domicile, was GBP2,386m (2022: GBP1,975m). Underlying revenue arising in the US region was GBP20,018m (2022: GBP16,274m). Underlying revenue arising in all countries outside the UK from which the Group derives revenue was GBP28,895m (2022: GBP23,796m).

 
                                            Geographical segments 
                                         =========================== 
                                            North               Rest      Central 
                                          America  Europe   of World   activities  Total 
Profit by geographical segment               GBPm    GBPm       GBPm         GBPm   GBPm 
=======================================  ========  ======  =========  ===========  ===== 
Year ended 30 September 2023 
Underlying operating profit/(loss) 
 before results of joint ventures 
 and associates                             1,638     351        175         (98)  2,066 
Add: Share of profit before tax 
 of joint ventures                              1      29          -            -     30 
Add: Share of results of associates            14      12          -            -     26 
=======================================  ========  ======  =========  ===========  ===== 
Underlying operating profit/(loss)1         1,653     392        175         (98)  2,122 
Less: Acquisition-related charges2           (72)    (46)        (7)            -  (125) 
Less: Charges related to the strategic 
 portfolio review(2)                            -    (99)          -            -   (99) 
Less: One-off pension charge2                   -     (7)          -            -    (7) 
=======================================  ========  ======  =========  ===========  ===== 
Operating profit/(loss)                     1,581     240        168         (98)  1,891 
=======================================  ========  ======  =========  =========== 
Net gain on sale and closure of 
 businesses2                                                                          20 
Finance costs                                                                      (164) 
=======================================  ========  ======  =========  ===========  ===== 
Profit before tax                                                                  1,747 
Income tax expense                                                                 (429) 
=======================================  ========  ======  =========  ===========  ===== 
Profit for the year                                                                1,318 
=======================================  ========  ======  =========  ===========  ===== 
 

1. Operating profit excluding specific adjusting items (see note 14).

2. Specific adjusting item (see note 14).

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

2 Segmental analysis (continued)

 
                                        Geographical segments 
                                      ========================= 
                                         North          Rest of      Central 
                                       America  Europe    World   activities  Total 
Profit by geographical segment            GBPm    GBPm     GBPm         GBPm   GBPm 
====================================  ========  ======  =======  ===========  ===== 
Year ended 30 September 2022 
Underlying operating profit/(loss) 
 before results of joint ventures 
 and associates                          1,226     262      141         (86)  1,543 
Add: Share of profit before tax 
 of joint ventures                           1      28        -            -     29 
Add: Share of results of associates          9       9        -            -     18 
====================================  ========  ======  =======  ===========  ===== 
Underlying operating profit/(loss)1      1,236     299      141         (86)  1,590 
Less: Acquisition-related charges2        (57)    (30)      (4)          (1)   (92) 
Add/(less): Other3                           4     (2)        -            -      2 
                                                                              ===== 
Operating profit/(loss)                  1,183     267      137         (87)  1,500 
====================================  ========  ======  =======  =========== 
Net loss on sale and closure of 
 businesses2                                                                    (7) 
Finance costs                                                                  (24) 
====================================  ========  ======  =======  ===========  ===== 
Profit before tax                                                             1,469 
Income tax expense                                                            (352) 
====================================  ========  ======  =======  ===========  ===== 
Profit for the year                                                           1,117 
====================================  ========  ======  =======  ===========  ===== 
 

1. Operating profit excluding specific adjusting items (see note 14).

2. Specific adjusting item (see note 14).

3. Other specific adjusting items include COVID-19 resizing credit and tax on share of profit of joint ventures (see note 14).

3 Operating costs

Acquisition-related charges

Represent amortisation and impairment charges in respect of intangible assets acquired through business combinations, direct costs incurred through business combinations or other strategic asset acquisitions, business integration costs and changes in consideration in relation to past acquisition activity.

 
                                                   2023   2022 
Acquisition-related charges                        GBPm   GBPm 
===============================================   =====  ===== 
Amortisation - acquisition intangibles              100     91 
Impairment losses - goodwill                          5      - 
Acquisition transaction costs                        17     10 
Adjustment to contingent consideration payable 
 on business acquisitions                             3    (9) 
================================================  =====  ===== 
Total                                               125     92 
================================================  =====  ===== 
 

Charges related to the strategic portfolio review

Represent charges in respect of an ongoing strategic review of the Group's portfolio of non-core activities which, during 2023, relate to site closures and contract renegotiations and terminations in the UK.

 
                                                      2023   2022 
Charges related to the strategic portfolio review     GBPm   GBPm 
==================================================   =====  ===== 
Impairment - right-of-use assets                        44      - 
Write-off - other receivables                           21      - 
Onerous contracts and other costs - provisions          20      - 
Other costs - other payables                             8      - 
Impairment - property, plant and equipment               6      - 
===================================================  =====  ===== 
Total                                                   99      - 
===================================================  =====  ===== 
 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

4 Tax

 
                                            2023   2022 
Income tax expense                          GBPm   GBPm 
=========================================  =====  ===== 
Current tax 
Current year                                 485    322 
Adjustment in respect of prior years        (39)     28 
=========================================  =====  ===== 
Current tax expense                          446    350 
=========================================  =====  ===== 
Deferred tax 
Current year                                (10)     39 
Impact of changes in statutory tax rates     (1)      2 
Adjustment in respect of prior years         (6)   (39) 
=========================================  =====  ===== 
Deferred tax (credit)/charge                (17)      2 
=========================================  =====  ===== 
Total                                        429    352 
=========================================  =====  ===== 
 

The income tax expense for the year is based on the effective UK statutory rate of corporation tax for the period of 22% (2022: 19%). Overseas tax is calculated at the rates prevailing in the respective jurisdictions.

The global nature of the Group's operations gives rise to various factors which could affect the future tax rate. These include the mix of profits, changes to overseas statutory tax rates or tax legislation and the foreign exchange rates applicable when those profits are translated into sterling. The UK government enacted an increase in the UK corporation tax rate from 19% to 25% with effect from 1 April 2023. In addition, the future tax charge may be affected by the impact of acquisitions, disposals or other restructuring activities and the resolution of open issues with tax authorities.

The Group has operations in approximately 35 countries. The tax position in each country is often not agreed with the tax authorities until some time after the relevant period end and, if subject to a tax audit, may be open for an extended period. In these circumstances, the recognition of tax liabilities and assets requires management estimation to reflect a variety of factors, including historical experience, interpretations of tax law and the likelihood of settlement.

The international corporate tax environment remains complex and the sustained increase in audit activity from tax authorities means that the potential for tax uncertainties and disputes remains high. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the results in the year in which such determination is made. In addition, the calculation and recognition of temporary differences giving rise to deferred tax assets requires estimates to be made of the extent to which future taxable profits are available against which these temporary differences can be utilised.

Uncertain tax positions

Tax risk can arise from unclear regulations and differences in interpretation but, most significantly, where tax authorities apply diverging standards in assessing intra-group cross-border transactions. The Group has recognised provisions in respect of uncertain tax positions, none of which is individually material. In determining such liabilities, the Group assesses the range of potential outcomes and estimates whether additional tax may be due.

The Group is currently subject to audits and reviews in a number of countries that primarily relate to complex corporate tax issues.

In March 2022, the UK tax authority indicated that it may seek to challenge aspects of an intra-group refinancing undertaken in 2013. The challenge relates to the deductibility of interest for UK corporation tax purposes for the period from June 2013 to December 2016 on certain loans which formed part of that refinancing. We have continued discussions with the tax authority and the provision, based on a range of possible outcomes, remains unchanged. Our maximum potential liability is GBP62m of tax and GBP17m of interest.

The Canadian Revenue Agency's enquiry into an intra-group financing arrangement has been resolved during the year consistent with the provision previously held.

The Group does not currently anticipate any material changes to the amounts recorded at 30 September 2023.

Deferred tax assets

Deferred tax assets of GBP193m (2022: GBP230m) include GBP84m (2022: GBP95m) relating to the carry forward of unused tax losses. It is considered probable that sufficient taxable profits over a period of between one and five years will be available against which the unused tax losses can be utilised. In evaluating whether sufficient taxable profits will be available in the future, forecasts have been derived from the most recent three-year strategic plan approved by management adjusted for the effect of applicable tax laws and regulations relevant to those future taxable profits. No reasonably possible change in any of the key assumptions would result in a significant reduction in projected taxable profits such that the recognised deferred tax assets would not be realised.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

4 Tax (continued)

Regulatory developments

In December 2021, the OECD released a framework for Pillar Two Model Rules which will introduce a global minimum corporate tax rate of 15% applicable to multinational enterprise groups with global revenue over EUR750m. The legislation implementing the rules in the UK will apply from the financial year ending 30 September 2025. The Group is reviewing this legislation and also monitoring the status of implementation of the model rules worldwide. The impact is not expected to be material. The Group has applied the temporary exception under IAS 12 Income Taxes in relation to the accounting for deferred taxes arising from the implementation of the Pillar Two Model Rules.

5 Earnings per share

 
                                                           2023   2022 
Profit for the year attributable to equity shareholders    GBPm   GBPm 
========================================================  =====  ===== 
Profit for the year attributable to equity shareholders   1,314  1,113 
========================================================  =====  ===== 
 
 
                                                                                   2022 
                                                                   2023        Ordinary 
                                                               Ordinary          shares 
                                                                 shares              of 
                                                             of 111/20p         111/20p 
Weighted average number of ordinary shares                each millions   each millions 
=======================================================  ==============  ============== 
Weighted average number of ordinary shares for basic 
 earnings per share                                               1,743           1,779 
Dilutive effect of share-based payment plans                          2               - 
=======================================================  ==============  ============== 
Weighted average number of ordinary shares for diluted 
 earnings per share                                               1,745           1,779 
=======================================================  ==============  ============== 
 
 
                       2023    2022 
Earnings per share    pence   pence 
===================  ======  ====== 
Basic                 75.4p   62.6p 
Diluted               75.3p   62.6p 
===================  ======  ====== 
 

Underlying earnings per share for the year ended 30 September 2023 was 86.1p (2022: 63.0p). Underlying earnings per share is calculated based on earnings excluding the effect of acquisition-related charges, charges related to the strategic portfolio review, COVID-19 resizing credit, one-off pension charge, gains and losses on sale and closure of businesses and other financing items, together with the tax attributable to these amounts (see note 14).

6 Dividends

A final dividend in respect of 2023 of 28.1p per share, GBP482m in aggregate 1 , has been proposed, giving a total dividend in respect of 2023 of 43.1p per share (2022: 31.5p per share). The proposed final dividend is subject to approval by shareholders at the Annual General Meeting to be held on 8 February 2024.

 
                                               2023              2022 
                                         ================  ================ 
                                          Dividends         Dividends 
                                          per share         per share 
Dividends on ordinary shares                  pence  GBPm       pence  GBPm 
=======================================  ==========  ====  ==========  ==== 
Amounts recognised as distributions to 
 equity shareholders during the year 
Final 2021                                        -     -        14.0   250 
Interim 2022                                      -     -         9.4   168 
Final 2022                                     22.1   387           -     - 
Interim 2023                                   15.0   261           -     - 
=======================================  ==========  ====  ==========  ==== 
Total                                          37.1   648        23.4   418 
=======================================  ==========  ====  ==========  ==== 
 

1. Based on the number of ordinary shares in issue at 30 September 2023 excluding shares held in treasury and the Compass Group PLC All Share Schemes Trust (1,715m shares).

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

7 Goodwill

 
                                  2023   2022 
Goodwill                          GBPm   GBPm 
===============================  =====  ===== 
Cost 
At 1 October                     5,664  5,058 
Business acquisitions              184    122 
Sale and closure of businesses    (27)    (5) 
Currency adjustment              (292)    489 
===============================  =====  ===== 
At 30 September                  5,529  5,664 
===============================  =====  ===== 
Impairment 
At 1 October                       545    508 
Impairment                           5      - 
Currency adjustment               (23)     37 
===============================  =====  ===== 
At 30 September                    527    545 
===============================  =====  ===== 
Net carrying amount 
At 30 September                  5,002  5,119 
===============================  =====  ===== 
 
 
                                2023   2022 
Goodwill by business segment    GBPm   GBPm 
=============================  =====  ===== 
US                             2,367  2,498 
Canada                           217    219 
=============================  =====  ===== 
North America                  2,584  2,717 
=============================  =====  ===== 
UK(1)                          1,538  1,481 
Finland                          124    125 
Other                            493    506 
=============================  =====  ===== 
Europe                         2,155  2,112 
=============================  =====  ===== 
Japan                             95    107 
Other                            168    183 
=============================  =====  ===== 
Rest of World                    263    290 
=============================  =====  ===== 
Total                          5,002  5,119 
=============================  =====  ===== 
 

1. Includes GBP1.3bn which arose in 2000 on the Granada transaction.

Goodwill is tested annually for impairment and is carried at cost less any accumulated impairment losses. Goodwill is allocated to the cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the acquisition which is usually the geographical location of the operations of the Group. Goodwill is subsequently monitored and tested for impairment at the level at which it is allocated. The recoverable amount of a CGU is determined based on value-in-use calculations.

Impairment testing

The key assumptions used in the value-in-use calculations are operating cash flow forecasts from the most recent three-year strategic plan approved by management adjusted to remove the expected benefits of future restructuring activities and improvements to assets, externally-derived long-term growth rates and pre-tax discount rates.

The strategic plan is based on expectations of future outcomes taking into account past experience, adjusted for anticipated revenue growth, from both new business and like-for-like growth, and taking into consideration macroeconomic and geopolitical factors, including the impact of inflation.

Cash flows beyond the three-year period covered by the plan are extrapolated using estimated growth rates based on local expected economic conditions and do not exceed the long-term average growth rate for the country. Cash flow forecasts for a period of up to five years are used by exception to reflect the medium-term prospects of the business if the initial level of headroom in the impairment test for a country is low, with cash flows beyond five years extrapolated using estimated growth rates that do not exceed the long-term average growth rate for that country.

The pre-tax discount rates are based on the Group's Weighted Average Cost of Capital (WACC) adjusted for specific risks relating to the country in which the CGU operates. The beta and gearing ratio assumptions used in the calculation of the Group's WACC represent market participant measures based on the averages of a number of companies with similar assets.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

7 Goodwill (continued)

 
                                2023                          2022 
                            =============                 =============  ============ 
                                                 Pre-tax                      Pre-tax 
                                Long-term       discount      Long-term      discount 
Growth and discount rates    growth rates          rates   growth rates         rates 
==========================  =============  =============  =============  ============ 
US                                   2.1%          11.3%           2.2%          9.2% 
Canada                               2.1%          11.8%           2.0%          9.6% 
UK                                   2.1%          11.7%           2.3%          9.5% 
Finland                              2.0%           9.4%           1.4%          8.3% 
Rest of Europe1              1.2% - 16.4%  10.7% - 31.3%   0.8% - 14.4%  8.2% - 27.5% 
Japan                                1.0%          10.6%           0.9%          8.2% 
Rest of World                 1.8% - 4.3%  10.6% - 20.2%    1.3% - 4.4%  7.9% - 16.1% 
==========================  =============  =============  =============  ============ 
 
 

1. Rest of Europe includes Türkiye which has residual growth rate and pre-tax discount rate assumptions of 16.4% (2022: 14.4%) and 31.3% (2022: 27.5%), respectively. Excluding Türkiye, the residual growth rate and pre-tax discount rate assumptions for Rest of Europe range from 1.2% to 2.5% (2022: 0.8% to 2.7%) and 10.7% to 14.6% (2022: 8.2% to 11.7%), respectively.

During the first half of the year, a charge of GBP5m was recognised to fully impair the goodwill held in respect of the Group's business in China.

Consistent with prior years, the goodwill impairment testing was performed as at 31 July. Whilst the forecast performance of the Group's CGUs has improved, the level of headroom in each CGU has been impacted by an increase in discount rates which reflect the higher market interest rates this year. Subsequent to 31 July, management has considered whether there have been any indicators that the goodwill may be impaired. There was no impact on the reported amounts of goodwill as a result of this review.

Sensitivity analysis

The Group has performed a sensitivity analysis based on changes in key assumptions considered to be reasonably possible by management. There was no impact on the reported amounts of goodwill as a result of this review.

The UK CGU is sensitive to reasonably possible changes in key assumptions. Most of the UK goodwill arose in 2000 on the Granada transaction. The estimated recoverable amount of the Group's operations in the UK exceeds its carrying value by GBP186m (2022: GBP535m). The associated impact of changes in key assumptions on the impairment assessment is presented in the table below. The sensitivity analysis presented is prepared on the basis that a change in each key assumption would not have a consequential impact on other assumptions used in the impairment review.

 
                                                   UK CGU 
                                                ============ 
                                                 2023   2022 
Decrease in recoverable amount                   GBPm   GBPm 
==============================================  =====  ===== 
Increase in pre-tax discount rate by 1%         (199)  (286) 
Decrease in projected operating profit by 3%     (63)   (70) 
Decrease in the long-term growth rate by 0.1%    (19)   (29) 
==============================================  =====  ===== 
 

In order for the recoverable amount to be equal to the carrying value, the pre-tax discount rate would have to be increased by 0.9% (2022: 2.1%), projected operating profit decreased by 9% (2022: 23%) or the long-term growth rate decreased to 1.0% (2022: decline of 0.1%). The directors consider that changes in key assumptions of this magnitude are reasonably possible in the current environment.

Other than as disclosed above, the directors do not consider that any reasonably possible changes in the key assumptions would cause the value in use of the net operating assets of the individually significant CGUs disclosed above to fall below their carrying values.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

8 Reconciliation of operating profit to cash generated from operations

 
Reconciliation of operating profit to cash generated            2023   2022 
 from operations                                                GBPm   GBPm 
=============================================================  =====  ===== 
Operating profit before joint ventures and associates          1,835  1,455 
Adjustments for: 
Acquisition-related charges1                                     108     82 
Charges related to the strategic portfolio review                 99      - 
COVID-19 resizing credit                                           -    (4) 
One-off pension charge                                             7      - 
Amortisation - other intangible assets(2)                        110    100 
Amortisation - contract fulfilment assets                        231    214 
Amortisation - contract prepayments                               54     40 
Depreciation - right-of-use assets                               163    156 
Depreciation - property, plant and equipment                     276    260 
Unwind of costs to obtain contracts                               22     18 
Impairment losses - non-current assets(3)                         10     15 
Impairment reversals - non-current assets                        (2)    (4) 
Gain on disposal of property, plant and equipment/intangible 
 assets/contract fulfilment assets                               (3)      - 
Other non-cash changes                                           (1)    (4) 
Decrease in provisions                                          (41)   (77) 
Investment in contract prepayments                              (72)   (64) 
Increase in costs to obtain contracts4                          (37)   (31) 
Post-employment benefit obligations net of service costs        (18)    (7) 
Share-based payments - charged to profit                          44     34 
=============================================================  =====  ===== 
Operating cash flow before movements in working capital        2,785  2,183 
Increase in inventories                                         (97)  (122) 
Increase in receivables                                        (557)  (876) 
Increase in payables                                             556    839 
=============================================================  =====  ===== 
Cash generated from operations                                 2,687  2,024 
=============================================================  =====  ===== 
 

1. Includes amortisation and impairment of acquisition intangibles. Excludes acquisition transaction costs of GBP17m (2022: GBP10m) as acquisition transaction costs are included in net cash flow from operating activities.

2. Excludes amortisation of acquisition intangibles.

3. In 2023, excludes impairment losses of GBP50m included in charges related to the strategic portfolio review.

4. Cash payments in respect of contract balances are classified as cash flows from operating activities, with the exception of contract fulfilment assets which are classified as cash flows from investing activities as they arise out of cash payments in relation to assets that will generate long-term economic benefits. During the year, the purchase of contract fulfilment assets in cash flows from investing activities was GBP311m (2022: GBP218m).

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

9 Financial instruments

Financial instruments measured at amortised cost

The carrying amounts of the following financial instruments measured at amortised cost approximate to their fair values: trade and other receivables; cash and cash equivalents (excluding money market funds); lease liabilities; provisions; and trade and other payables. Borrowings are measured at amortised cost unless they are part of a fair value hedge, in which case amortised cost is adjusted for the fair value attributable to the risk being hedged. The carrying amount of borrowings at 30 September 2023 is GBP3,370m (2022: GBP3,964m). The fair value of borrowings at 30 September 2023, calculated by discounting future cash flows to net present values at current market rates for similar financial instruments (Level 2 inputs), is GBP3,384m (2022: GBP3,920m).

Financial instruments measured at fair value

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date.

The fair value measurement hierarchy is as follows:

   --    Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities 

-- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

-- Level 3: Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)

There were no transfers of financial instruments between levels of the fair value hierarchy in either the year ended 30 September 2023 or 2022. The carrying amounts of financial instruments measured at fair value are shown in the table below:

 
Financial instruments measured at fair                    2023   2022 
 value                                            Level   GBPm   GBPm 
===============================================   =====  =====  ===== 
Non-current 
Rabbi Trust investments(1,)                           1    623    566 
Mutual fund investments(1)                            1     48     52 
Other investments1                                    1     12     12 
Life insurance policies(1)                            2     29     33 
Derivative financial instruments - assets             2     45     76 
Derivative financial instruments - liabilities        2  (207)  (237) 
Trade investments1                                    3    148    127 
Contingent consideration payable on business 
 acquisitions(2)                                      3   (80)   (39) 
Non-controlling interest put options2                 3   (18)   (45) 
================================================  =====  =====  ===== 
Current 
Money market funds3                                   1    418    474 
Derivative financial instruments - assets             2     18     71 
Derivative financial instruments - liabilities        2   (37)    (6) 
Contingent consideration payable on business 
 acquisitions(2)                                      3   (50)   (30) 
================================================  =====  =====  ===== 
 

1. Classified as other investments in the consolidated balance sheet.

2. Classified as trade and other payables in the consolidated balance sheet.

3. Classified as cash and cash equivalents in the consolidated balance sheet on the basis that they have a maturity of three months or less from the date of acquisition.

Due to the variability of the valuation factors, the fair values presented at 30 September 2023 may not be indicative of the amounts the Group would expect to realise in the current market environment. The fair values of financial instruments at levels 2 and 3 of the fair value hierarchy have been determined based on the valuation methodologies listed below:

Level 2

Life insurance policies Cash surrender values provided by third-party insurance providers.

Derivative financial instruments Present values determined from future cash flows discounted at rates derived from market-sourced data. The fair values of derivative financial instruments represent the maximum credit exposure.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

9 Financial instruments (continued)

Level 3

Trade investments Estimated values using income and market value approaches.

Contingent consideration payable on business acquisitions Estimated amounts payable based on the likelihood of specified conditions, such as earnings targets, being met.

Non-controlling interest put options Estimated amounts payable based on the likelihood of options being exercised by minority shareholders.

Interest rate benchmark reform

The Group and all its derivative counterparties are party to the International Swaps and Derivatives Association (ISDA) fallback protocols which automatically convert derivatives from IBOR to the relevant alternative reference rate when an IBOR rate ceases. As USD LIBOR ceased on 30 June 2023, there is no longer any uncertainty around derivatives which reference USD LIBOR and, therefore, the Group has adopted the IBOR Reform Phase 2 amendments in respect of these derivatives and redocumented its hedges to incorporate the change from USD LIBOR to USD SOFR. The Group's interest rate benchmark reform process is now complete.

10 Acquisition, sale and closure of businesses

Acquisition of businesses

The total cash spent on the acquisition of subsidiaries during the year, net of cash acquired, was GBP336m (2022: GBP273m), including GBP41m of deferred and contingent consideration and other payments relating to businesses acquired in previous years and GBP17m of acquisition transaction costs included in net cash flow from operating activities.

On 20 March 2023, the Group acquired the trade and assets of Parks Coffee, a provider of workplace refreshments in the US, for an initial consideration of $108m (GBP90m). Total consideration includes $6m (GBP5m) payable in 2024 and an estimated $23m (GBP20m) payable in 2025 contingent on the operation of an earn-out. The goodwill in relation to the assets acquired is GBP43m. This goodwill represents the premium the Group paid to acquire the business that complements its existing businesses and creates significant opportunities and other synergies.

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition of Parks Coffee:

 
                                                         2023 
                                                ====================== 
                                                Book value  Fair value 
                                                      GBPm        GBPm 
==============================================  ==========  ========== 
Net assets acquired 
Other intangible assets                                  1          64 
Property, plant and equipment                            5           5 
Inventories                                              4           4 
Trade and other payables                               (1)         (1) 
==============================================  ==========  ========== 
Fair value of net assets acquired                                   72 
Goodwill                                                            43 
==============================================  ==========  ========== 
Total consideration                                                115 
==============================================  ==========  ========== 
 
Satisfied by 
Cash consideration paid                                             90 
Deferred and contingent consideration payable                       25 
==============================================  ==========  ========== 
Total consideration                                                115 
==============================================  ==========  ========== 
 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

10 Acquisition, sale and closure of businesses (continued)

In addition to the acquisition set out above, the Group also completed a number of other acquisitions during the year. A summary of all acquisitions completed during the year is presented in aggregate below:

 
                                                          2023                    2022 
                                                 ======================  ====================== 
                                                 Book value  Fair value  Book value  Fair value 
                                                       GBPm        GBPm        GBPm        GBPm 
===============================================  ==========  ==========  ==========  ========== 
Net assets acquired 
Other intangible assets                                   5         221          17         140 
Right-of-use assets                                       -           -           7           7 
Property, plant and equipment                            23          23           7           7 
Trade and other receivables                              15          15          36          36 
Inventories                                              11          11           6           6 
Cash and cash equivalents                                11          11           -           - 
Lease liabilities                                         -           -         (7)         (7) 
Provisions                                                -           -         (2)         (2) 
Current tax liabilities                                 (2)         (2)           -           - 
Deferred tax liabilities                                (1)        (19)         (6)         (6) 
Trade and other payables                               (16)        (16)        (36)        (36) 
Fair value of net assets acquired                                   244                     145 
Less: Step acquisitions                                            (24)                       - 
Less: Non-controlling interests                                     (2)                     (8) 
Goodwill                                                            184                     122 
===============================================  ==========  ==========  ==========  ========== 
Total consideration                                                 402                     259 
===============================================  ==========  ==========  ==========  ========== 
 
Satisfied by 
Cash consideration paid                                             289                     193 
Contingent consideration payable                                    100                      66 
Deferred consideration payable                                       13                       - 
Total consideration                                                 402                     259 
===============================================  ==========  ==========  ==========  ========== 
 
Cash flow 
Cash consideration paid                                             289                     193 
Less: Cash and cash equivalents acquired                           (11)                       - 
Acquisition transaction costs1                                       17                      10 
===============================================  ==========  ==========  ==========  ========== 
Net cash outflow arising on acquisition                             295                     203 
Deferred and contingent consideration 
 and other payments relating to businesses 
 acquired in previous years(2)                                       41                      70 
Total cash outflow from purchase of subsidiary 
 companies                                                          336                     273 
===============================================  ==========  ==========  ==========  ========== 
 
Consolidated cash flow statement 
Net cash flow from operating activities(1)                           17                      10 
Net cash flow from investing activities                             319                     263 
===============================================  ==========  ==========  ==========  ========== 
Total cash outflow from purchase of subsidiary 
 companies                                                          336                     273 
===============================================  ==========  ==========  ==========  ========== 
 

1. Acquisition transaction costs are included in net cash flow from operating activities.

2. 2022 includes contingent consideration paid in respect of the acquisition of Fazer Food Services in January 2020.

Contingent consideration is an estimate at the date of acquisition of the amount of additional consideration that will be payable in the future. The actual amount paid can vary from the estimate depending on the terms of the transaction and, for example, the actual performance of the acquired business.

The fair value adjustments made in respect of acquisitions in the year to 30 September 2023 are provisional and will be finalised within 12 months of the acquisition date, principally in relation to the valuation of contracts acquired.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

10 Acquisition, sale and closure of businesses (continued)

The goodwill arising on the acquisition of the businesses represents the premium the Group has paid to acquire companies which complement its existing businesses and create significant opportunities for cross-selling and other synergies. The goodwill arising is not expected to be deductible for tax purposes.

The acquisitions did not have a material impact on the Group's revenue or profit for the year.

Sale and closure of businesses

The Group has recognised a net gain of GBP20m on the sale and closure of businesses (2022: net loss of GBP7m), including exit costs of GBP11m (2022: GBP7m). Activity in the year includes the exit from seven tail countries, together with the sale of businesses in the US and UK, and a further 28% shareholding in Highways Royal Co., Limited (Japanese Highways).

A summary of business disposals completed during the year is presented in aggregate below:

 
                                                            2023   2022 
                                                            GBPm   GBPm 
=========================================================  =====  ===== 
Net assets disposed 
Goodwill                                                      27      5 
Other intangible assets                                       17      1 
Right-of-use assets                                            8      - 
Property, plant and equipment                                 18      1 
Deferred tax assets                                            1      1 
Trade and other receivables                                   27      2 
Inventories                                                    9      - 
Cash and cash equivalents                                     29      1 
Assets held for sale                                          26     16 
Lease liabilities                                            (9)    (1) 
Provisions                                                   (2)    (2) 
Trade and other payables                                    (41)    (5) 
Post-employment benefit liabilities                            -    (2) 
=========================================================  =====  ===== 
Net assets disposed                                          110     17 
=========================================================  =====  ===== 
 
Consolidated income statement 
Cash consideration                                            83     24 
Deferred consideration(1)                                     57      - 
Less: Net assets disposed                                  (110)   (17) 
Less: Exit costs                                            (11)    (7) 
Add/(less): Reclassification of cumulative currency 
 translation differences on sale of businesses(2)              1    (7) 
=========================================================  =====  ===== 
Net gain/(loss) on sale and closure of businesses             20    (7) 
=========================================================  =====  ===== 
 
Consolidated cash flow statement 
Cash consideration                                            83     24 
Exit costs                                                   (7)    (3) 
Cash and cash equivalents disposed                          (29)    (1) 
Tax receipts in respect of prior year business disposals       -     15 
=========================================================  =====  ===== 
Net proceeds from sale of subsidiary companies, joint 
 ventures and associates net of exit costs                    47     35 
=========================================================  =====  ===== 
 

1. Includes GBP56m translated at the exchange rate on the date of disposal in respect of the sale of four businesses in Central and Eastern Europe receivable over four years from the date of disposal in October 2022.

2. 2023 comprises the reclassification of cumulative currency translation gains of GBP4m, partly offset by cumulative currency translation losses on net investment hedges of GBP3m.

Assets held for sale

The Group's balance sheet includes interests in joint ventures and associates held for sale of GBP4m (2022: GBP26m) which represent the final 5% shareholding in Japanese Highways which it has agreed to sell. The non-recurring fair value measurement of the business held for sale is categorised as a Level 3 fair value and is based on the agreed sale price.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

11 Contingent liabilities

Litigation and claims

The Group is involved in various legal proceedings incidental to the nature of its business and maintains insurance cover to reduce financial risk associated with claims related to these proceedings. Where appropriate, provisions are made to cover any potential uninsured losses.

Although it is not possible to predict the outcome or quantify the financial effect of these proceedings, or any claim against the Group related thereto, in the opinion of the directors, any uninsured losses resulting from the ultimate resolution of these matters will not have a material effect on the financial position of the Group. The timing of the settlement of these proceedings or claims is uncertain.

The Group is currently subject to audits and reviews in a number of countries that primarily relate to complex corporate tax issues. None of these audits is currently expected to have a material impact on the Group's financial position.

We continue to engage with tax authorities and other regulatory bodies on payroll and sales tax reviews, and compliance with labour laws and regulations.

The federal tax authorities in Brazil have issued notices of deficiency in respect of 2014 and 2017 relating primarily to the PIS/COFINS treatment of certain food costs which we have formally objected to and which are now proceeding through the appeals process. At 30 September 2023, the total amount assessed in respect of these matters is GBP72m, including interest and penalties. The possibility of further notices of deficiency for subsequent years cannot be ruled out and the judicial process is likely to take a number of years to conclude. Based on the opinion of our local legal advisers, we do not currently consider it likely that we will have to settle a liability with respect to these matters and, on this basis, no provision has been recorded.

In addition, there are a number of other ongoing tax cases in Brazil. None of these cases is individually significant and, therefore, we do not currently expect any of these issues to have a material impact on the Group's financial position.

Food safety

In the ordinary course of business, food safety incidents are identified from time to time and our businesses' operations receive external reviews of their food hygiene and safety practices, both on a periodic basis and in connection with identified incidents. At any point, a number of reviews will be ongoing. Although it is not possible to predict the outcome or quantify the financial effect of the outcome of these reviews, or any claim against Group companies related thereto, in the opinion of the directors, any uninsured losses resulting from the ultimate resolution of these ongoing reviews are not expected to have a material effect on the financial position of the Group. The timing of the outcome of these reviews is generally uncertain.

12 Related party transactions

The following transactions were carried out with related parties of Compass Group PLC:

Subsidiaries

Transactions between the ultimate parent company and its subsidiaries, and between subsidiaries, have been eliminated on consolidation.

Joint ventures

There were no significant transactions between joint ventures or joint venture partners and the rest of the Group during the year.

Associates

There were no significant transactions with associated undertakings during the year.

Key management personnel

The remuneration of directors and key management personnel is set out in note 4 to the consolidated financial statements in the 2023 Annual Report. During the year, there were no other material transactions or balances between the Group and its key management personnel or members of their close families.

Post-employment benefit schemes

Details of the Group's post-employment benefit schemes are set out in note 24 to the consolidated financial statements in the 2023 Annual Report.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

13 Post-balance sheet events

With effect from 1 October 2023, the reporting currency of the Group was changed from sterling to US dollars.

On 2 October 2023, the Group sold its business in Argentina. The net assets of the business at 30 September 2023 were not material. The disposal will be recognised in 2024 and include a GBP44m charge in respect of cumulative currency translation differences.

On 2 November 2023, the Group entered into an agreement to acquire Hofmann Menü-Manufaktur GmbH, a German producer of high-quality cook and freeze meals, subject to regulatory approval which we expect to receive during the first half of the 2024 financial year.

In the period from 1 October to 14 November 2023, 6,357,210 shares were repurchased for a total price, including transaction costs, of GBP131m under the share buyback announced in May 2023. In November 2023, we announced a further share buyback of up to $500m (GBP410m), to complete in 2024 subject to M&A activity.

On 20 November 2023, a final dividend in respect of 2023 of 28.1p per share, GBP482m in aggregate, was proposed.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures

Introduction

The Executive Committee manages and assesses the performance of the Group using various underlying and other Alternative Performance Measures (APMs). These measures are not defined by International Financial Reporting Standards (IFRS) or other generally accepted accounting principles (GAAP) and may not be directly comparable with APMs used by other companies. Underlying measures reflect ongoing trading and, therefore, facilitate meaningful year-on-year comparison. The Group's APMs, together with the results prepared in accordance with IFRS, provide comprehensive analysis of the Group's results. Accordingly, the relevant statutory measures are also presented where appropriate. Certain of the Group's APMs are financial Key Performance Indicators (KPIs) which measure progress against our strategy.

In determining the adjustments to arrive at underlying results, we use a set of established principles relating to the nature and materiality of individual items or groups of items, including, for example, events which: (i) are outside the normal course of business; (ii) are incurred in a pattern that is unrelated to the trends in the underlying financial performance of our ongoing business: or (iii) are related to business acquisitions or disposals as they are not part of the Group's ongoing trading business and the associated cost impact arises from the transaction rather than from th e continuing business.

Definitions

 
Measure                 Definition                                 Purpose 
====================    =======================================    ============================== 
Income statement 
====================    =======================================    ============================== 
Underlying revenue      Revenue plus share of revenue              Allows management to 
                         of joint ventures.                         monitor the sales performance 
                                                                    of the Group's subsidiaries 
                                                                    and joint ventures. 
====================    =======================================    ============================== 
Underlying              Operating profit excluding specific        Provides a measure of 
 operating profit        adjusting items(2) .                       operating profitability 
                                                                    that is comparable over 
                                                                    time. 
====================    =======================================    ============================== 
Underlying              Underlying operating profit divided        An important measure 
 operating margin1       by underlying revenue.                     of the efficiency of 
                                                                    our operations in delivering 
                                                                    great food and support 
                                                                    services to our clients 
                                                                    and consumers. 
====================    =======================================    ============================== 
Organic revenue1        Current year: Underlying revenue           Embodies our success 
                         excluding businesses acquired,             in growing and retaining 
                         sold and closed in the year.               our customer base, as 
                         Prior year: Underlying revenue             well as our ability to 
                         including a proforma 12 months             drive volumes in our 
                         in respect of businesses acquired          existing businesses and 
                         in the year and excluding businesses       maintain appropriate 
                         sold and closed in the year translated     pricing levels in light 
                         at current year exchange rates.            of input cost inflation. 
                         Where applicable, a 53rd week 
                         is excluded from the current 
                         or prior year. 
====================    =======================================    ============================== 
Organic operating       Current year: Underlying operating         Provides a measure of 
 profit                  profit excluding businesses acquired,      operating profitability 
                         sold and closed in the year.               that is comparable over 
                         Prior year: Underlying operating           time. 
                         profit including a proforma 12 
                         months in respect of businesses 
                         acquired in the year and excluding 
                         businesses sold and closed in 
                         the year translated at current 
                         year exchange rates. 
                         Where applicable, a 53rd week 
                         is excluded from the current 
                         or prior year. 
====================    =======================================    ============================== 
Underlying finance      Finance costs excluding specific           Provides a measure of 
 costs                   adjusting items(2) .                       the Group's cost of financing 
                                                                    excluding items outside 
                                                                    of the control of management. 
====================    =======================================    ============================== 
Underlying profit       Profit before tax excluding specific       Provides a measure of 
 before tax              adjusting items(2) .                       Group profitability that 
                                                                    is comparable over time. 
====================    =======================================    ============================== 
Underlying income       Income tax expense excluding               Provides a measure of 
 tax expense             tax attributable to specific               income tax expense that 
                         adjusting items(2) .                       is comparable over time. 
====================    =======================================    ============================== 
Underlying effective    Underlying income tax expense              Provides a measure of 
 tax rate                divided by underlying profit               the effective tax rate 
                         before tax.                                that is comparable over 
                                                                    time. 
====================    =======================================    ============================== 
 

1. Key Performance Indicator.

2. See page 52 for definitions of the specific adjusting items and a reconciliation from the statutory to the underlying income statement.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures (continued)

Definitions (continued)

 
Measure                    Definition                                       Purpose 
=======================    =============================================    =============================== 
Income statement 
 (continued) 
=======================    =============================================    =============================== 
Underlying profit          Profit for the year excluding                    Provides a measure of 
 for the year               specific adjusting items(2) and                  Group profitability that 
                            tax attributable to those items.                 is comparable over time. 
=======================    =============================================    =============================== 
Underlying profit          Profit for the year attributable                 Provides a measure of 
 attributable               to equity shareholders excluding                 Group profitability that 
 to equity shareholders     specific adjusting items(2) and                  is comparable over time. 
 (underlying                tax attributable to those items. 
 earnings) 
=======================    =============================================    =============================== 
Underlying earnings        Earnings per share excluding                     Measures the performance 
 per share1                 specific adjusting items(2) and                  of the Group in delivering 
                            tax attributable to those items.                 value to shareholders. 
=======================    =============================================    =============================== 
Net operating              Underlying operating profit excluding            Provides a measure of 
 profit after               the operating profit of non-controlling          Group operating profitability 
 tax (NOPAT)                interests, net of tax at the                     that is comparable over 
                            underlying effective tax rate.                   time. 
=======================    =============================================    =============================== 
Underlying EBITDA          Underlying operating profit excluding            Provides a measure of 
                            underlying impairment, depreciation              Group operating profitability 
                            and amortisation of intangible                   that is comparable over 
                            assets, tangible assets and contract-related     time. 
                            assets. 
=======================    =============================================    =============================== 
Balance sheet 
=======================    =============================================    =============================== 
Net debt                   Bank overdrafts, bank and other                  Allows management to 
                            borrowings, lease liabilities                    monitor the indebtedness 
                            and derivative financial instruments,            of the Group. 
                            less cash and cash equivalents. 
=======================    =============================================    =============================== 
Net debt to                Net debt divided by underlying                   Provides a measure of 
 EBITDA                     EBITDA.                                          the Group's ability to 
                                                                             finance and repay its 
                                                                             debt from its operations. 
=======================    =============================================    =============================== 
Capital employed           Total equity shareholders' funds,                Provides a measure of 
                            excluding: net debt; post-employment             the Group's efficiency 
                            benefit assets and obligations;                  in allocating its capital 
                            and investments held to meet                     to profitable investments. 
                            the cost of unfunded post-employment 
                            benefit obligations. 
=======================    =============================================    =============================== 
Return on Capital          NOPAT divided by 12-month average                ROCE demonstrates how 
 Employed (ROCE)(1)         capital employed.                                we have delivered against 
                                                                             the various investments 
                                                                             we make in the business, 
                                                                             be it operational expenditure, 
                                                                             capital expenditure or 
                                                                             bolt-on acquisitions. 
=======================    =============================================    =============================== 
Cash flow 
=======================    =============================================    =============================== 
Capital expenditure        Purchase of intangible assets,                   Provides a measure of 
                            purchase of contract fulfilment                  expenditure on long-term 
                            assets, purchase of property,                    intangible, tangible 
                            plant and equipment and investment               and contract-related 
                            in contract prepayments, less                    assets, net of the proceeds 
                            proceeds from sale of property,                  from disposal of intangible, 
                            plant and equipment/intangible                   tangible and contract-related 
                            assets/contract fulfilment assets.               assets. 
=======================    =============================================    =============================== 
Underlying operating       Net cash flow from operating                     Provides a measure of 
 cash flow                  activities, including purchase                   the success of the Group 
                            of intangible assets, purchase                   in turning profit into 
                            of contract fulfilment assets,                   cash that is comparable 
                            purchase of property, plant and                  over time. 
                            equipment, proceeds from sale 
                            of property, plant and equipment/intangible 
                            assets/contract fulfilment assets, 
                            repayment of principal under 
                            lease liabilities and share of 
                            results of joint ventures and 
                            associates, and excluding interest 
                            and net tax paid, post-employment 
                            benefit obligations net of service 
                            costs, cash payments related 
                            to the cost action programme 
                            and COVID-19 resizing costs, 
                            strategic portfolio review and 
                            one-off pension charge, and acquisition 
                            transaction costs. 
=======================    =============================================    =============================== 
 

1. Key Performance Indicator.

2. See page 52 for definitions of the specific adjusting items and a reconciliation from the statutory to the underlying income statement.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures (continued)

Definitions (continued)

 
Measure                  Definition                                  Purpose 
=====================    ========================================    ============================== 
Cash flow (continued) 
=====================    ========================================    ============================== 
Underlying operating     Underlying operating cash flow              Provides a measure of 
 cash flow conversion     divided by underlying operating             the success of the Group 
                          profit.                                     in turning profit into 
                                                                      cash that is comparable 
                                                                      over time. 
=====================    ========================================    ============================== 
Free cash flow           Net cash flow from operating activities,    Provides a measure of 
                          including purchase of intangible            the success of the Group 
                          assets, purchase of contract fulfilment     in turning profit into 
                          assets, purchase of property,               cash that is comparable 
                          plant and equipment, proceeds               over time. 
                          from sale of property, plant and 
                          equipment/intangible assets/contract 
                          fulfilment assets, purchase of 
                          other investments, proceeds from 
                          sale of other investments, dividends 
                          received from joint ventures and 
                          associates, interest received, 
                          repayment of principal under lease 
                          liabilities and dividends paid 
                          to non-controlling interests. 
=====================    ========================================    ============================== 
Underlying free          Free cash flow excluding cash               Provides a measure of 
 cash flow1               payments related to the cost action         the success of the Group 
                          programme and COVID-19 resizing             in turning profit into 
                          costs, strategic portfolio review           cash that is comparable 
                          and one-off pension charge, and             over time. 
                          acquisition transaction costs. 
=====================    ========================================    ============================== 
Underlying free          Underlying free cash flow divided           Provides a measure of 
 cash flow conversion     by underlying operating profit.             the success of the Group 
                                                                      in turning profit into 
                                                                      cash that is comparable 
                                                                      over time. 
=====================    ========================================    ============================== 
Underlying cash          Net tax paid included in net cash           Provides a measure of 
 tax rate                 flow from operating activities              the cash tax rate that 
                          divided by underlying profit before         is comparable over time. 
                          tax. 
=====================    ========================================    ============================== 
Business growth 
=====================    ========================================    ============================== 
New business             Current year underlying revenue             The measure of incremental 
                          for the period in which no revenue          revenue in the current 
                          had been recognised in the prior            year from new business. 
                          year. 
=====================    ========================================    ============================== 
Lost business            Prior year underlying revenue               The measure of lost 
                          for the period in which no revenue          revenue in the current 
                          has been recognised in the current          year from ceased business. 
                          year. 
=====================    ========================================    ============================== 
Net new business         New business minus lost business            The measure of net incremental 
                          as a percentage of prior year               revenue in the current 
                          organic revenue.                            year from business wins 
                                                                      and losses. 
=====================    ========================================    ============================== 
Retention                100% minus lost business as a               The measure of our success 
                          percentage of prior year organic            in retaining business. 
                          revenue. 
=====================    ========================================    ============================== 
 

1. Key Performance Indicator.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures (continued)

Reconciliations

Income statement

Underlying revenue and operating profit are reconciled to GAAP measures in note 2 (segmental analysis).

 
                                           Geographical segments 
                                         ========================= 
                                            North          Rest of      Central 
                                          America  Europe    World   activities    Total 
Organic revenue                              GBPm    GBPm     GBPm         GBPm     GBPm 
=======================================  ========  ======  =======  ===========  ======= 
Year ended 30 September 2023 
Underlying revenue                         21,092   7,038    3,151            -   31,281 
Organic adjustments                         (127)   (134)     (37)            -    (298) 
=======================================  ========  ======  =======  ===========  ======= 
Organic revenue                            20,965   6,904    3,114            -   30,983 
=======================================  ========  ======  =======  ===========  ======= 
Year ended 30 September 2022 
Underlying revenue                         17,139   5,935    2,697            -   25,771 
Currency adjustments                          753    (23)     (95)            -      635 
=======================================  ========  ======  =======  ===========  ======= 
Underlying revenue - constant currency     17,892   5,912    2,602            -   26,406 
Organic adjustments                          (41)   (233)     (45)            -    (319) 
=======================================  ========  ======  =======  ===========  ======= 
Organic revenue                            17,851   5,679    2,557            -   26,087 
=======================================  ========  ======  =======  ===========  ======= 
 
Increase in underlying revenue at 
 reported rates - %                         23.1%   18.6%    16.8%                 21.4% 
Increase in underlying revenue at 
 constant currency - %                      17.9%   19.0%    21.1%                 18.5% 
Increase in organic revenue - %             17.4%   21.6%    21.8%                 18.8% 
=======================================  ========  ======  =======  ===========  ======= 
 
 
                                        Geographical segments 
                                      ========================= 
                                         North          Rest of      Central 
                                       America  Europe    World   activities  Total 
 Organic operating profit                 GBPm    GBPm     GBPm         GBPm   GBPm 
 ===================================  ========  ======  =======  ===========  ===== 
 Year ended 30 September 2023 
 Underlying operating profit/(loss)      1,653     392      175         (98)  2,122 
 ===================================  ========  ======  =======  ===========  ===== 
 Underlying operating margin - %          7.8%    5.6%     5.6%                6.8% 
 ===================================  ========  ======  =======  ===========  ===== 
 Organic adjustments                      (10)     (9)      (6)            -   (25) 
 ===================================  ========  ======  =======  ===========  ===== 
 Organic operating profit/(loss)         1,643     383      169         (98)  2,097 
 ===================================  ========  ======  =======  ===========  ===== 
 Year ended 30 September 2022 
 Underlying operating profit/(loss)      1,236     299      141         (86)  1,590 
 ===================================  ========  ======  =======  ===========  ===== 
 Underlying operating margin - %          7.2%    5.0%     5.2%                6.2% 
 ===================================  ========  ======  =======  ===========  ===== 
 Currency adjustments                       55     (1)      (7)            -     47 
 ===================================  ========  ======  =======  ===========  ===== 
 Underlying operating profit/(loss) 
  - constant currency                    1,291     298      134         (86)  1,637 
 Organic adjustments                       (7)     (7)      (8)            -   (22) 
 ===================================  ========  ======  =======  ===========  ===== 
 Organic operating profit/(loss)         1,284     291      126         (86)  1,615 
 ===================================  ========  ======  =======  ===========  ===== 
 
 
 Increase in underlying operating profit 
  at reported rates - %                    33.7%  31.1%  24.1%  33.5% 
 Increase in underlying operating profit 
  at constant currency - %                 28.0%  31.5%  30.6%  29.6% 
 Increase in organic operating profit 
  - %                                      28.0%  31.6%  34.1%  29.8% 
 ========================================  =====  =====  =====  ===== 
 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures (continued)

Reconciliations (continued)

 
                                                 Specific adjusting items 
                                             ================================ 
                                       2023                                           2023 
                                  Statutory                                     Underlying 
Underlying income statement            GBPm       1   2      3  4    5      6         GBPm 
===============================  ==========  ======      =====   =====  =====  =========== 
Operating profit                      1,891     125   -      7  -   99      -        2,122 
Net gain on sale and closure 
 of businesses                           20       -   -      -  - (20)      -            - 
Finance costs                         (164)       -   -      -  -    -     28        (136) 
==============================   ==========  ======      =====   =====  =====  =========== 
Profit before tax                     1,747     125   -      7  -   79     28        1,986 
Income tax expense                    (429)    (26)   -    (1)  - (18)    (7)        (481) 
==============================   ==========  ======      =====   =====  =====  =========== 
Profit for the year                   1,318      99   -      6  -   61     21        1,505 
Less: Non-controlling 
 interests                              (4)       -   -      -  -    -      -          (4) 
==============================   ==========  ======      =====   =====  =====  =========== 
Profit attributable to 
 equity shareholders                  1,314      99   -      6  -   61     21        1,501 
===============================  ==========  ======      =====   =====  =====  =========== 
Earnings per share (p)                75.4p    5.7p   -   0.3p  - 3.5p   1.2p        86.1p 
==============================   ==========  ======      =====   =====  =====  =========== 
Effective tax rate (%)                24.6%                                          24.2% 
==============================   ==========  ======      =====   =====  =====  =========== 
 
 
 
                                                 Specific adjusting items 
                                             ================================ 
                                       2022                                           2022 
                                  Statutory                                     Underlying 
Underlying income statement            GBPm     1       2  3  4     5       6         GBPm 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Operating profit                      1,500    92     (4)  -  2     -       -        1,590 
Net loss on sale and closure 
 of businesses                          (7)     -       -  -  -     7       -            - 
Finance costs                          (24)     -       -  -  -     -    (76)        (100) 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Profit before tax                     1,469    92     (4)  -  2     7    (76)        1,490 
Income tax expense                    (352)  (25)     (1)  -(2)   (3)      18        (365) 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Profit for the year                   1,117    67     (5)  -  -     4    (58)        1,125 
Less: Non-controlling 
 interests                              (4)     -       -  -  -     -       -          (4) 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Profit attributable to equity 
 shareholders                         1,113    67     (5)  -  -     4    (58)        1,121 
===============================  ==========  ====  ======   ===  ====  ====== 
Currency adjustments                                                                    35 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Profit attributable to equity 
 shareholders - constant 
 currency                                                                            1,156 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Earnings per share (p)                62.6p  3.8p  (0.3)p  -  -  0.2p  (3.3)p        63.0p 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Earnings per share - 
 constant currency (p)                                                               65.0p 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
Effective tax rate (%)                24.0%                                          24.5% 
===============================  ==========  ====  ======   ===  ====  ======  =========== 
 

Specific adjusting items are as follows:

1. Acquisition-related charges

Represent amortisation and impairment charges in respect of intangible assets acquired through business combinations, direct costs incurred through business combinations or other strategic asset acquisitions, business integration costs and changes in consideration in relation to past acquisition activity (see note 3).

2. COVID-19 resizing credit

Reversal of surplus provisions recognised in previous years related to cost actions taken to adjust our business to the trading environment in light of the COVID-19 pandemic.

3. One-off pension charge

Mainly represents a past service cost following a change in legislation in Türkiye eliminating the minimum retirement age requirement for certain employees effective from March 2023.

4. Tax on share of profit of joint ventures

Reclassification of tax on share of profit of joint ventures to income tax expense.

5. Gains and losses on sale and closure of businesses and charges related to the strategic portfolio review

Profits and losses on the sale of subsidiaries, joint ventures and associates, exit costs on closure of businesses (see note 10) and charges in respect of an ongoing strategic review of the Group's portfolio of non-core activities which, during 2023, relate to site closures and contract renegotiations and terminations in the UK.

6. Other financing items

Financing items, including hedge accounting ineffectiveness, change in the fair value of derivatives held for economic hedging purposes, change in the fair value of investments and financing items relating to post-employment benefits.

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures (continued)

Reconciliations (continued)

 
                                                          2023   2022 
Net operating profit after tax (NOPAT)                    GBPm   GBPm 
=======================================================  =====  ===== 
Underlying operating profit                              2,122  1,590 
Deduct: 
  Tax on underlying operating profit at effective tax 
   rate                                                  (513)  (390) 
  Operating profit of non-controlling interests net of 
   tax                                                     (4)    (4) 
=======================================================  =====  ===== 
NOPAT                                                    1,605  1,196 
=======================================================  =====  ===== 
 
 
                                                                    2023   2022 
Underlying EBITDA                                                   GBPm   GBPm 
=================================================================  =====  ===== 
Underlying operating profit                                        2,122  1,590 
Add back/(deduct): 
  Depreciation of property, plant and equipment and right-of-use 
   assets                                                            439    416 
  Amortisation of other intangible assets, contract fulfilment 
   assets and contract prepayments(1)                                395    354 
  Impairment losses - non-current assets(2)                           10     15 
  Impairment reversals - non-current assets                          (2)    (4) 
=================================================================  =====  ===== 
Underlying EBITDA                                                  2,964  2,371 
=================================================================  =====  ===== 
 

1. Excludes amortisation of acquisition intangibles.

2. In 2023, excludes impairment losses of GBP50m included in charges related to the strategic portfolio review.

Balance sheet

 
                                      2023     2022 
Components of net debt                GBPm     GBPm 
=================================  =======  ======= 
Borrowings                         (3,370)  (3,964) 
Lease liabilities                    (945)    (913) 
Derivative financial instruments     (181)     (96) 
=================================  =======  ======= 
Gross debt                         (4,496)  (4,973) 
Cash and cash equivalents              843    1,983 
=================================  =======  ======= 
Net debt                           (3,653)  (2,990) 
=================================  =======  ======= 
 
 
                                                               2023     2022 
Net debt reconciliation                                        GBPm     GBPm 
==========================================================  =======  ======= 
Net (decrease)/increase in cash and cash equivalents 
 (Deduct)/add back:                                         (1,024)       29 
  Increase in borrowings                                        (1)    (677) 
  Repayment of borrowings                                       438      297 
  Net cash flow from derivative financial instruments         (127)       67 
  Repayment of principal under lease liabilities                176      152 
==========================================================  =======  ======= 
Increase in net debt from cash flows                          (538)    (132) 
New lease liabilities and amendments                          (264)    (139) 
Amortisation of fees and discounts on issue of debt             (4)      (3) 
Fees and discounts accrued on issue of debt                       -        1 
Changes in fair value of borrowings in a fair value 
 hedge                                                         (26)      320 
Lease liabilities acquired through business acquisitions          -      (7) 
Lease liabilities derecognised on sale and closure of 
 businesses                                                       9        1 
COVID-19 rent concessions                                         -        2 
Reclassification                                                  -        7 
Changes in fair value of derivative financial instruments       (8)    (251) 
Currency translation gains/(losses)                             168    (251) 
==========================================================  =======  ======= 
Increase in net debt                                          (663)    (452) 
Net debt at 1 October                                       (2,990)  (2,538) 
==========================================================  =======  ======= 
Net debt at 30 September                                    (3,653)  (2,990) 
==========================================================  =======  ======= 
 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures (continued)

Reconciliations (continued)

 
                              2023   2022 
Net debt to EBITDA            GBPm   GBPm 
===========================  =====  ===== 
Net debt                     3,653  2,990 
Underlying EBITDA            2,964  2,371 
Net debt to EBITDA (times)     1.2    1.3 
===========================  =====  ===== 
 
 
                                     2023   2022 
Return on capital employed (ROCE)    GBPm   GBPm 
==================================  =====  ===== 
NOPAT                               1,605  1,196 
Average capital employed            8,215  7,567 
ROCE (%)                            19.5%  15.8% 
==================================  =====  ===== 
 

Cash flow

 
                                                                  2023   2022 
Capital expenditure                                               GBPm   GBPm 
===============================================================  =====  ===== 
Purchase of intangible assets                                      215    177 
Purchase of contract fulfilment assets                             311    218 
Purchase of property, plant and equipment                          365    282 
Investment in contract prepayments                                  72     64 
Proceeds from sale of property, plant and equipment/intangible 
 assets/contract fulfilment assets                                (64)   (37) 
===============================================================  =====  ===== 
Capital expenditure                                                899    704 
===============================================================  =====  ===== 
 
 
                                                                  2023   2022 
Underlying operating cash flow                                    GBPm   GBPm 
===============================================================  =====  ===== 
Net cash flow from operating activities                          2,076  1,596 
Purchase of intangible assets                                    (215)  (177) 
Purchase of contract fulfilment assets                           (311)  (218) 
Purchase of property, plant and equipment                        (365)  (282) 
Proceeds from sale of property, plant and equipment/intangible 
 assets/contract fulfilment assets                                  64     37 
Repayment of principal under lease liabilities                   (176)  (152) 
Share of results of joint ventures and associates                   56     45 
Add back: 
  Interest paid                                                    170     96 
  Net tax paid                                                     441    332 
  Post-employment benefit obligations net of service costs(1)       10      7 
  Cash payments related to the cost action programme and 
   COVID-19 resizing costs                                          29     57 
  Cash payments related to the strategic portfolio review           20      - 
  Cash payments related to the one-off pension charge                9      - 
  Acquisition transaction costs                                     17     10 
===============================================================  =====  ===== 
Underlying operating cash flow                                   1,825  1,351 
===============================================================  =====  ===== 
 

1. 2023 excludes GBP8m of cash payments related to the one-off pension charge.

 
                                                 2023   2022 
Underlying operating cash flow conversion        GBPm   GBPm 
==============================================  =====  ===== 
Underlying operating cash flow                  1,825  1,351 
Underlying operating profit                     2,122  1,590 
Underlying operating cash flow conversion (%)   86.0%  85.0% 
==============================================  =====  ===== 
 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

14 Non-GAAP measures (continued)

Reconciliations (continued)

 
                                                                  2023   2022 
Free cash flow                                                    GBPm   GBPm 
===============================================================  =====  ===== 
Net cash flow from operating activities                          2,076  1,596 
Purchase of intangible assets                                    (215)  (177) 
Purchase of contract fulfilment assets                           (311)  (218) 
Purchase of property, plant and equipment                        (365)  (282) 
Proceeds from sale of property, plant and equipment/intangible 
 assets/contract fulfilment assets                                  64     37 
Purchase of other investments                                      (3)   (42) 
Proceeds from sale of other investments                              3      3 
Dividends received from joint ventures and associates               49     51 
Interest received                                                   50     10 
Repayment of principal under lease liabilities                   (176)  (152) 
Dividends paid to non-controlling interests                        (6)    (3) 
===============================================================  =====  ===== 
Free cash flow                                                   1,166    823 
===============================================================  =====  ===== 
 
 
                                                             2023   2022 
Underlying free cash flow                                    GBPm   GBPm 
==========================================================  =====  ===== 
Free cash flow                                              1,166    823 
Add back: 
  Cash payments related to the cost action programme and 
   COVID-19 resizing costs                                     29     57 
  Cash payments related to the strategic portfolio review      20      - 
  Cash payments related to the one-off pension charge           9      - 
  Acquisition transaction costs                                17     10 
==========================================================  =====  ===== 
Underlying free cash flow                                   1,241    890 
==========================================================  =====  ===== 
 
 
                                            2023   2022 
Underlying free cash flow conversion        GBPm   GBPm 
=========================================  =====  ===== 
Underlying free cash flow                  1,241    890 
Underlying operating profit                2,122  1,590 
Underlying free cash flow conversion (%)   58.5%  56.0% 
=========================================  =====  ===== 
 
                                            2023   2022 
Underlying cash tax rate                    GBPm   GBPm 
=========================================  =====  ===== 
Tax received                                  25     31 
Tax paid                                   (466)  (363) 
=========================================  =====  ===== 
Net tax paid                               (441)  (332) 
=========================================  =====  ===== 
Underlying profit before tax               1,986  1,490 
Underlying cash tax rate (%)               22.2%  22.3% 
=========================================  =====  ===== 
 

Business growth

 
                                    2023    2022 
Net new business                    GBPm    GBPm 
================================  ======  ====== 
New business less lost business    1,205   1,398 
Prior year organic revenue        26,087  18,617 
Net new business (%)                4.6%    7.5% 
================================  ======  ====== 
 

Compass Group PLC

Consolidated Financial Statements

Notes to the consolidated financial statements

For the year ended 30 September 2023

15 Exchange rates

Average rates are used to translate the income statement and cash flow statement. Closing rates are used to translate the balance sheet. Only the most significant currencies are shown.

 
                                          2023    2022 
======================================  ======  ====== 
Average exchange rate for the year 
Australian dollar                         1.84    1.80 
Brazilian real                            6.22    6.72 
Canadian dollar                           1.65    1.64 
Euro                                      1.15    1.18 
Japanese yen                            171.13  158.27 
Turkish lira                             26.28   18.45 
UAE dirham                                4.49    4.70 
US dollar                                 1.22    1.28 
 
Closing exchange rate at 30 September 
Australian dollar                         1.89    1.74 
Brazilian real                            6.11    6.04 
Canadian dollar                           1.65    1.53 
Euro                                      1.15    1.14 
Japanese yen                            182.14  161.58 
Turkish lira                             33.46   20.69 
UAE dirham                                4.48    4.10 
US dollar                                 1.22    1.12 
======================================  ======  ====== 
 

Forward-looking statements

Certain information included in this Announcement is forward looking and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. Forward-looking statements cover all matters which are not historical facts and include, without limitation, the direct and indirect future impacts and implications of: public health crises such as the coronavirus COVID-19 on the economy, nationally and internationally, and on the Group, its operations and prospects; risks associated with changes in environmental scenarios and related regulations including (without limitation) the evolution and development of the global transition to a low carbon economy (including increasing societal and investor expectations); disruptions and inefficiencies in supply chains (such as resulting from the wars in Ukraine and the Middle East); future domestic and global political, economic and business conditions (such as inflation or the UK's exit from the EU); projections relating to results of operations and financial conditions and the Company's plans and objectives for future operations, including, without limitation, discussions of expected future revenues, financing plans and expected expenditures and divestments; risks associated with changes in economic conditions, levels of economic growth and the strength of the food and support services markets in the jurisdictions in which the Group operates; fluctuations in food and other product costs and labour costs; prices and changes in exchange and interest rates; and the impacts of technological advancements. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as 'believes', 'estimates', 'anticipates', 'expects', 'forecasts', 'intends', 'plans', 'projects', 'goal', 'target', 'aim', 'may', 'will', 'would', 'could' or 'should' or, in each case, their negative or other variations or comparable terminology.

Forward-looking statements in this Announcement are not guarantees of future performance. All forward-looking statements in this Announcement are based upon information known to the Company on the date of this Announcement. Accordingly, no assurance can be given that any particular expectation will be met and readers are cautioned not to place undue reliance on forward-looking statements when making their investment decisions. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation or warranty that such trends or activities will continue in the future. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Nothing in this Announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

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END

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(END) Dow Jones Newswires

November 20, 2023 02:00 ET (07:00 GMT)

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