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View Annual Report Melrose PLC PLC Melrose Melrose PLC Annual Report 2010 Annual Report 2010 Report Annual Making acquisitions Driving performance www.melroseplc.net Realising value Contents How we performed Business performance “ These are excellent results from businesses 01 Financial highlights well positioned to enjoy superior growth in the 02 Group at a glance years to come. We are proud of the fact that 04 Chairman’s statement overall group profits have not declined through 06 Chief Executive’s review this sharp recession and at the current share 08 Energy business review price Melrose has created over £1 billion of 11 Lifting business review shareholder value since flotation in 2003. 14 Dynacast business review 16 Other Industrial business review We are considering the sale of Dynacast and 19 Finance Director’s review looking for our next acquisition but will only 26 Board of Directors proceed if we believe it creates shareholder 28 Directors’ report value. Looking ahead, we are confident of further progress in 2011 and beyond.” Governance 36 Corporate Governance report 40 Remuneration report Christopher Miller 44 Statement of Directors’ responsibilities Chairman Financials 45 Financial contents 46 Independent auditor’s report – consolidated statements 47 Consolidated Income Statement 48 Consolidated Statement of Comprehensive Income 49 Consolidated Statement of Cash Flows 50 Consolidated Balance Sheet 51 Consolidated Statement of Changes in Equity 52 Notes to the accounts 88 Independent auditor’s report – Company statements 89 Company Balance Sheet for Melrose PLC 90 Notes to the Company Balance Sheet Shareholder information 97 Notice of Annual General Meeting 100 Company and shareholder information Designed and produced by Merchant www.merchant.co.uk The cover of this report is printed on Taffeta Ivory Board and the text pages on Heaven 42 paper. Both papers have been independently certified as meeting the standards of the Forest Stewardship Council (FSC), and were manufactured at a mill that is certified to the ISO14001 and EMAS environmental standards. Printed at St Ives Westerham Press Ltd, ISO9001, ISO14001, FSC certified and CarbonNeutral® Melrose PLC Annual Report 2010 Annual Report 2010 Melrose PLC Business performance Business Financial highlights(1) Governance Revenue (2) (Year ended 31 December 2010) Headline 2010 profit before tax of £170.8 million (2009: £118.6 million), £1,379.5m an increase of 44% 2009: £1,298.5m Headline(2) 2010 earnings per share Headline(2) operating profit of 25.4p (2009: 16.6p), up 53% (Year ended 31 December 2010) Headline(2) operating profit margin in the £196.9m second half of 2010 of 14.9% 2009: £149.7m Financials Revenue up 6% year on year and 15% Headline(2) basic earnings per share in the second half of 2010 (Year ended 31 December 2010) Profit before tax of £155.3 million 25.4p (2009: £82.0 million), an increase of 89% 2009: 16.6p Basic earnings per share after exceptional items and intangible asset amortisation of 28.4p (2009: 11.0p), up 158% Shareholder information Shareholder Net debt of £287.4 million (2009: £321.7 million) reduced by £34.3 million. Net debt is now 1.25x EBITDA(3) (2009: 1.76x) Final dividend increased by 46% to 7.0p per share (2009: 4.8p) Full year dividend increased by 43% to 11.0p per share (2009: 7.7p) Since flotation over £1 billion shareholder value created at current market price Dynacast sale process underway The Singapore Flyer is currently the tallest Ferris wheel in the world; it is forty two stories high, with a total height of 165m (541ft). (1) Continuing operations only unless otherwise stated. Bridon supplied 24 backstay cable assemblies (2) Before exceptional costs, exceptional income and intangible asset amortisation. and 112 spoke cable assemblies. (3) Headline(2) operating profit before depreciation and amortisation. Annual Report 2010 Melrose PLC 01 Group Melrose’s strategy is to acquire businesses it understands, improve them by a mixture at a glance of investment and changed management focus and, in a three to five year time frame, realise the value created and return it to shareholders in the most efficient way possible. Division Key strengths Expertise to design and manufacture an extensive Energy range of high quality, multi-pole low, medium and high voltage generators and electric motors Comprehensive and integrated aftermarket support World number one independent tailored to meet customers’ needs throughout the supplier of turbogenerators and operating life of their equipment leading supplier of other electricity Switchgear and transformer products in service with generating machinery, switchgear, all UK energy supply authorities transformers and power infrastructure Hydropower generators to produce environmentally equipment. Strong aftermarket Brush Aftermarket provides green energy service capabilities. dedicated customer support, Generators and electric motors for ship power replacement parts, repair, servicing and propulsion and product training for generators and control equipment. Strategically located around the world. More information see page 8 Comprehensive and competitive range of solutions in Lifting steel wire, wire and fibre rope and strand Technical expertise to support customers demanding applications, training, installation and testing Top three supplier worldwide World’s leading supplier of accessories used in lifting for wire and wire rope and leading and material handling applications supplier worldwide of lifting fittings Strategically located around the world. and blocks and custom engineered material handling products. Crosby’s McKissick® oilfield drilling block has a height of 12ft and a capacity of 350 tonnes for the lifting and lowering of drilling pipes. More information see page 11 Precision engineered die-cast zinc, aluminium Dynacast and magnesium alloy components Full service capability Concept and design engineering Global design and manufacturer of Rapid prototyping precision engineered die-cast metal Machine building capability. components and assemblies. Seatbelt component made by Dynacast, using an automated vision system designed to check twenty different safety critical components. More information see page 14 Market leading design and engineering capabilities Other Industrial In-depth aftermarket service supply capabilities Leading innovative product development and technology choice for customers Truth Trusted long-standing quality brand names. Harris MPC Weber Knapp Prelok MPC’s automated manufacture and assembly cell for the production of wheel arch claddings for equipment supplied to leading car manufacturers. More information see page 16 02 Melrose PLC Annual Report 2010 Business performance Business Revenue Headline Average number 1 operating profit 1 of employees 1 4 4 4 2 2 3 3 2 3 1 Energy £427.5m (31%) 1 Energy £73.7m (35%) 1 Energy 3,277 (29%) 2 Lifting £422.7m (31%) 2 Lifting £66.7m (31%) 2 Lifting 2,917 (26%) 3 Dynacast £275.7m (20%) 3 Dynacast £43.0m (20%) 3 Dynacast 2,647 (24%) 4 Other Industrial £253.6m (18%) 4 Other Industrial £28.7m (14%) 4 Other Industrial 2,300 (21%) Governance Products Major customers Financial data Power generation equipment with 10 kW to General Electric Revenue 250 MW electric generators Pratt & Whitney Synchronous motors, induction motors, Wartsila submersible and traction motors Hitachi £427.5m Power management and excitation systems L3 2009: £418.3m Generator control and protection panels Converteam Generator terminal cubicles Rolls-Royce Headline operating profit Medium voltage AC and DC traction switchgear Scottish & Southern Electricity Power and system transformers Scottish Power Aftermarket servicing. UK Power Networks Financials Network Rail and London Underground. £73.7m 2009: £61.0m Wire rope, fibre rope and wire Global crane original equipment Revenue Lifting hooks, connectors, clamps manufacturers (“OEMs”) and mining OEMs and hoist rings Major oil companies Material handling products Global oil field exploration and £422.7m Monorail systems construction contractors 2009: £419.0m Chain hoists Construction companies Industrial carts and trailers. Lifting products distributors. Headline operating profit £66.7m information Shareholder 2009: £62.5m Automotive components P&G (Gillette) Revenue Telecommunications Autoliv Electronic components Valeo Consumer products Dell £275.7m Die-casting machines. TRW 2009: £208.7m Motorola Avago Headline operating profit Apple MGI HUF. £43.0m 2009: £21.3m Window and door hardware US hardware industry OEMs Revenue Balers, shears, waste compactors Waste and scrap processors and auto shredders Manufacturers and distributors in Automotive trims and mouldings various industries and retailers. £253.6m Food packaging containers and 2009: £252.5m transit trolleys Widgets for bottles and cans Sealing products Headline operating profit Ergonomic office and desk equipment. £28.7m 2009: £20.6m Annual Report 2010 Melrose PLC 03 Chairman’s statement “ In the first half of the year the Group story was one of substantially increased operating margins on essentially flat turnover. In the second half of the year this has been augmented by the return of top-line growth.” I am pleased to report Melrose’s eighth set of annual results since flotation in 2003. Over this period Melrose’s market Headline profit before tax capitalisation has grown from £13 million at flotation to £1.5 billion as at the date of this report. This has been achieved with a net investment(1) by our shareholders of c£450 million and so at the current share price
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