Exhibit 99.4
Registered Number 05796284 England
CLM Delivery Partner Ltd
Annual Report
for the year ended 31 December 2008
CLM Delivery Partner Ltd
Annual Report
for the year ended 31 December 2008
Contents
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| Page |
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Report of Independent Auditors |
| 1 |
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Profit and Loss Accounts |
| 2 |
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Balance Sheets |
| 3 |
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Cash Flow Statements |
| 4 |
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Notes to the Financial Statements |
| 5 - 9 |
CLM Delivery Partner Ltd
Report of Independent Auditors
In our opinion, the accompanying Balance Sheet and the related Profit and Loss and Cash Flow Statement present fairly, in all material respects, the financial position of CLM Delivery Partner at 31 December 2008, and the results of its operations and its cash flows for the year then ended in conformity with the United Kingdom generally accepted accounting principles. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
London, United Kingdom
1 September 2009
CLM Delivery Partner Ltd
Profit & Loss Account
for the year ended 31 December 2008
|
| Note |
| 2008 |
| 2007 |
|
|
|
|
| £ |
| £ |
|
|
|
|
|
|
| (unaudited) |
|
Turnover |
| 1 |
| 127,917,080 |
| 60,059,050 |
|
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Cost of sales |
|
|
| (85,998,839 | ) | (49,920,675 | ) |
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Gross profit |
|
|
| 41,918,241 |
| 10,138,375 |
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Administrative expenses |
|
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| (671,335 | ) | (411,304 | ) |
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Operating profit |
| 2 |
| 41,246,906 |
| 9,727,071 |
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Interest receivable |
| 4 |
| 149,840 |
| 106,067 |
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|
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Profit on ordinary activities before taxation |
|
|
| 41,396,746 |
| 9,833,138 |
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Taxation |
| 6 |
| (11,871,259 | ) | (2,958,409 | ) |
|
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Profit after Taxation |
|
|
| 29,525,487 |
| 6,874,729 |
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All items in the profit and loss account relate to continuing operations.
There is no material difference between the profit on ordinary activities before taxation and the profit for the year as stated above and their historical cost equivalents.
The company has no recognised gains and losses other than those shown above and therefore, no separate statement of total recognised gains and losses has been presented.
CLM Delivery Partner Ltd
Balance Sheet
as at 31 December 2008
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| Note |
| 2008 |
| 2007 |
| |||||
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| £ |
| £ |
| £ |
| £ |
| |
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| (unaudited) |
| ||
Assets |
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Debtors |
| 7 |
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| 26,542,194 |
|
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| 19,946,257 |
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Cash at bank and in hand |
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| 6,631,752 |
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| 784,744 |
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| 33,173,946 |
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| 20,731,001 |
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Creditors |
| 8 |
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| (24,575,455 | ) |
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| (16,657,997 | ) |
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Net current assets |
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| 8,598,491 |
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| 4,073,004 |
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Net assets |
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| 8,598,491 |
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| 4,073,004 |
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Capital and reserves |
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Called up share capital |
| 9 |
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| 1,000 |
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| 1,000 |
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Profit and loss reserve |
| 10 |
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| 8,597,491 |
|
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| 4,072,004 |
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Equity shareholders’ funds |
| 10 |
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| 8,598,491 |
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| 4,073,004 |
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CLM Delivery Partner Ltd
Cash Flow Statement
for the year ended 31 December 2008
|
| Note |
| 2008 |
| 2007 |
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|
|
| £ |
| £ |
|
|
|
|
|
|
| (unaudited) |
|
|
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|
|
|
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Net cash inflow from operating activities |
| 12 |
| 38,999,651 |
| 1,281,787 |
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Returns on investments and servicing of finance |
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Interest Received |
|
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| 149,840 |
| 106,067 |
|
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| 39,149,491 |
| 1,387,854 |
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Dividend Paid |
|
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| (25,000,000 | ) | (3,000,000 | ) |
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Corporation Taxation Paid |
|
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| (8,302,483 | ) | (84,546 | ) |
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Increase / (Decrease) in cash in the period |
|
|
| 5,847,008 |
| (1,696,692 | ) |
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Reconciliation of cashflow to movement in net funds |
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Balance at end of year |
|
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| 6,631,752 |
| 784,744 |
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Opening balance |
|
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| 784,744 |
| 2,481,436 |
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Increase / (Decrease) in funds for the year |
|
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| 5,847,008 |
| (1,696,692 | ) |
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2008 and 2007
(information as of and for the year ended 31 December 2007 is unaudited)
1 Accounting Policies
1.1 | Basis of preparation of accounts |
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| These financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 1985 and applicable Accounting Standards in the United Kingdom, which have been applied consistently with the prior year. A summary of the more important policies is set out below. |
|
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1.2 | Turnover |
|
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| Turover relates to profit management service. It reflects amounts initially agreed in the contract, plus any variations in contract work and incentive payments to the extent that it is probable they will result in revenue and can be reliably measured. |
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1.3 | Profit recognition |
|
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| Profit is calculated on an individual task order basis as the element of profit forecast at completion that can prudently be attributed to the proportion of work done at the period end. Immediate provision is made for all foreseeable unrecoverable amounts if projections of future costs require it. |
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1.4 | Pension costs |
|
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| The company does not have its own defined contribution pension fund and contributions are made where necessary to independent staff pension schemes. |
2 Operating Profit
Operating Profit is stated after charging:
|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
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|
Auditors’ remuneration for audit services |
| 55,000 |
| 43,000 |
|
Auditors’ remuneration for other services |
| — |
| 27,850 |
|
|
| 55,000 |
| 70,850 |
|
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2008
(information as of and for the year ended 31 December 2007 is unaudited)
3 | Employees and Directors |
|
|
| Personnel, other than those engaged via agencies and sub consultants in CLM’s supply chain, are employed directly or by companies within the consortium members, and costs in respect of those individuals are charged in the normal course of trading as Cost of Sales. The directors of CLM currently make no separate charges for their services. |
|
| 2008 |
| 2007 |
|
|
| No. |
| No. |
|
|
|
|
| (unaudited) |
|
The average monthly numbers of personnel, including directors, employed by CLM directly or by consortium members during the year were: |
| 460 |
| 204 |
|
|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
Aggregate remuneration and related cost of these staff : |
|
|
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|
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Wages and salaries |
| 23,539,933 |
| 13,561,691 |
|
Social security costs |
| 2,547,984 |
| 1,334,193 |
|
Other pension costs |
| 1,070,619 |
| 575,110 |
|
|
| 27,158,536 |
| 15,470,994 |
|
4 | Interest Receivable |
|
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|
|
|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
Bank interest |
| 149,840 |
| 106,067 |
|
|
| 149,840 |
| 106,067 |
|
5 | Dividend |
|
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|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
Final Dividend Payment |
| 25,000,000 |
| 3,000,000 |
|
|
| 25,000,000 |
| 3,000,000 |
|
The directors proposed and paid a dividend of £3 million after the year-end.
6 | Taxation |
|
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|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
United Kingdom corporation tax |
|
|
|
|
|
Current tax on income for the year |
| 11,871,259 |
| 2,963,432 |
|
Adjustment in respect of prior year |
| — |
| (5,023 | ) |
Tax on profit |
| 11,871,259 |
| 2,958,409 |
|
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Current tax reconciliation |
|
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Profit on ordinary activities before tax |
| 41,396,746 |
| 9,833,138 |
|
|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% to Mar 08 then 28% for the remainder of the year |
| 11,798,072 |
| 2,949,942 |
|
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|
- effects of expenditure that is not tax deductible |
| 73,187 |
| 13,490 |
|
|
| 11,871,259 |
| 2,963,432 |
|
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2008
(information as of and for the year ended 31 December 2007 is unaudited)
7 | Debtors |
|
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|
|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
Amounts falling due within one year |
|
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Trade debtors |
| 7,640,677 |
| 13,254,540 |
|
Prepayments and accrued income |
| 12,879,966 |
| 3,983,000 |
|
Other taxes and social security |
| 233,282 |
| — |
|
Amounts recoverable on long-term contracts |
| 5,788,269 |
| 2,708,717 |
|
|
|
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|
|
|
|
| 26,542,194 |
| 19,946,257 |
|
8 | Creditors: amounts falling due within one year |
|
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|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
Trade and sub consultant creditors |
| 2,082,670 |
| 4,253,496 |
|
Amounts owed to consortium members |
| 5,391,113 |
| 6,072,483 |
|
Corporation tax |
| 6,521,525 |
| 2,958,409 |
|
Other taxes and social security |
| — |
| 823,209 |
|
Other accruals |
| 10,539,035 |
| 2,319,853 |
|
Payments on account |
| 41,112 |
| 230,547 |
|
|
|
|
|
|
|
|
| 24,575,455 |
| 16,657,997 |
|
| Amounts due to consortium members are unsecured, interest free and payable on demand. |
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2008
(information as of and for the year ended 31 December 2007 is unaudited)
9 | Share capital |
|
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|
|
| 2008 |
| 2007 |
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
|
Authorised equity |
|
|
|
|
|
1,000 ordinary shares of £1 each |
| 1,000 |
| 1,000 |
|
|
|
|
|
|
|
Allotted, called up and paid equity |
|
|
|
|
|
1,000 ordinary shares of £1 each |
| 1,000 |
| 1,000 |
|
10 | Reconciliation of movements in equity shareholders’ funds |
|
| Share |
| Profit |
| Total |
| Total |
|
|
| £ |
| £ |
| £ |
| £ |
|
|
|
|
|
|
|
|
| (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Opening shareholders’ funds |
| 1,000 |
| 4,072,004 |
| 4,073,004 |
| 198,275 |
|
Shares issued in year |
| — |
| — |
|
|
| — |
|
Profit for the year |
| — |
| 29,525,487 |
| 29,525,487 |
| 6,874,729 |
|
Dividend Payment |
| — |
| (25,000,000 | ) | (25,000,000 | ) | (3,000,000 | ) |
|
|
|
|
|
|
|
|
|
|
Closing shareholders’ funds |
| 1,000 |
| 8,597,491 |
| 8,598,491 |
| 4,073,004 |
|
11 | Related party transactions |
|
|
| During the year the company incurred employment, travel and subsistence costs from its consortium members, CH2M Hill International Ltd, Laing O’Rourke Holdings Ltd and Mace Ltd and their associated undertakings, in the normal course of business. The amounts charged during the year and balances outstanding at the year end were as follows: |
|
| Charged |
| Outstanding |
| Outstanding |
|
|
| £ |
| £ |
| £ |
|
|
|
|
|
|
| (unaudited) |
|
CH2M Hill International Ltd |
| 19,460,238 |
| 2,362,446 |
| 2,570,968 |
|
Laing O’Rourke Holdings Ltd |
| 18,187,370 |
| 1,706,892 |
| 1,734,914 |
|
Mace Ltd |
| 16,360,038 |
| 1,321,775 |
| 1,766,601 |
|
|
| 54,007,646 |
| 5,391,113 |
| 6,072,483 |
|
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2008
(information as of and for the year ended 31 December 2007 is unaudited)
|
|
|
| 2007 |
| |
|
| 2008 |
| (unaudited) |
| |
|
| £ |
| £ |
| |
12 | Reconciliation of operating profit to net cash flow from operating activities |
|
|
|
|
|
| Operating profit |
| 41,246,906 |
| 9,727,071 |
|
| Increase in debtors |
| (6,595,937 | ) | (15,055,107 | ) |
| Increase in creditors |
| 4,348,682 |
| 6,609,823 |
|
|
|
|
|
|
|
|
| Net cash inflow from operating activities |
| 38,999,651 |
| 1,281,787 |
|
13 | Ultimate Parent Company |
| CH2M Hill International Ltd (37.5%), Laing O’Rourke Holdings Ltd (37.5%) and Mace Ltd (25%) are the controlling parties of the company. |
