achieving success Ultra Electronics Holdings plc Annual Report and Accounts 2004 Financial Highlights achieving success 2004 2003 GROWTH TURNOVER (£m) 319.7 284.4 +12.4% ULTRA ELECTRONICS IS A GROUP OF SPECIALIST BUSINESSES DESIGNING, PROFIT BEFORE TAXATION (£m)* 39.7 34.4 +15.5% MANUFACTURING AND SUPPORTING ELECTRONIC AND ELECTROMECHANICAL SYSTEMS, SUB-SYSTEMS AND PRODUCTS FOR DEFENCE, SECURITY AND EARNINGS PER SHARE* 44.1p 38.2p +15.4% AEROSPACE APPLICATIONS WORLDWIDE. OPERATING PROFIT MARGIN* 13.3% 13.2% ULTRA, WHICH EMPLOYS 2,800 PEOPLE IN THE UK AND NORTH AMERICA, EMPLOYEES (AVERAGE NUMBER) 2,678 2,505 FOCUSES ON HIGH INTEGRITY SENSING, CONTROL, COMMUNICATION AND DISPLAY SYSTEMS WITH AN EMPHASIS ON INTEGRATED INFORMATION TECHNOLOGY SOLUTIONS. THE GROUP CONCENTRATES ON OBTAINING A TECHNOLOGICAL EDGE IN NICHE MARKETS, WITH MANY OF ITS PRODUCTS AND TECHNOLOGIES BEING MARKET LEADERS IN THEIR FIELD. Turnover Profit before taxation* ULTRA’S PRODUCTS AND SERVICES ARE USED IN AIRCRAFT, SHIPS, £319.7m £39.7m SUBMARINES, ARMOURED VEHICLES, SURVEILLANCE AND COMMUNICATION 04 04 03 03 SYSTEMS, AIRPORTS AND TRANSPORT SYSTEMS AROUND THE WORLD. 02 01 02 ULTRA ALSO PLAYS AN IMPORTANT ROLE IN SUPPORTING PRIME 00 01 00 CONTRACTORS BY UNDERTAKING SPECIALIST SYSTEM AND SUB-SYSTEM INTEGRATION USING THE COMBINED EXPERTISE OF THE GROUP BUSINESSES. Financial Highlights 01 Directors‘ Report 27 Consolidated Statement of Total £260.4m £239.5m £226.9m £284.4m £319.7m £29.9m £34.4m £39.7m £25.6m £27.1m Recognised Gains and Losses 44 Ultra Electronics At a Glance 02 Corporate Governance 29 Notes to Accounts 45 Earnings per share* Order book Chairman‘s Statement 03 Remuneration Report 34 Statement of Accounting Policies 69 Chief Executive‘s Review 04 Independent Auditors’ Report 40 Shareholder Analysis 72 44.1p £395.4m Financial Review 18 Consolidated Profit and Loss Account 42 Five Year Review 73 04 04 Corporate Responsibility 22 Balance Sheets 43 03 02 Advisors 74 Board of Directors 26 Consolidated Cash Flow Statement 44 01 03 00 02 01 00 £395.4m 28.7p 33.2p £275.0m £348.0m 30.5p 38.2p 44.1p £315.0m £375.0m * Before amortisation of goodwill. THE QUEEN‘S AWARD * In 2004 this amounted to £5.9m (2003: £4.9m). FOR ENTERPRISE 2003 * Statutory information after goodwill amortisation: FOR * operating profit £36.6m (2003: £32.7m), profit HiPPAG * before tax £33.8m (2003: £29.5m) and earnings AT PRECISION * per share 35.2p (2003: 30.8p). AIR SYSTEMS Ultra Electronics Holdings plc 01 Ultra Electronics at a glance Chairman’s Statement Divisional structure 2004 Aircraft & Vehicle Systems £81.9m Information & Power Systems £115.6m Tactical & Sonar Systems £122.1m ULTRA ELECTRONICS SPECIALISES IN THE DESIGN, MANUFACTURE AND SUPPORT OF AT THE HEART OF ULTRA’S SUCCESS IS ITS ELECTRONIC AND ELECTROMECHANICAL SYSTEMS, SUB-SYSTEMS AND PRODUCTS INVESTMENT STRATEGY. THE MANAGEMENT HAS FOR AIRCRAFT, SHIPS, SUBMARINES, ARMOURED VEHICLES, SURVEILLANCE A REAL EXPERTISE IN IDENTIFYING INVESTMENT AND COMMUNICATION SYSTEMS, AIRPORTS AND TRANSPORT SYSTEMS. IT IS OPPORTUNITIES THAT DELIVER GROWTH. ORGANISED INTO THREE DIVISIONS: AIRCRAFT & VEHICLE SYSTEMS, INFORMATION & POWER SYSTEMS AND TACTICAL & SONAR SYSTEMS. Aircraft & Vehicle Systems Information & Power Systems Tactical & Sonar Systems 2004 was a very positive year for Ultra; once continued to be strong in 2004, with a company will benefit significantly from his again the Group achieved record sales and conversion percentage from operating continued guidance in strategic matters. profit and the acquisitions made in the last profit* of 111%. Over the last five years, It is also planned that Douglas Caster, few years made an important contribution to the Group’s average cash conversion is an Sales £81.9m £115.6m £122.1m currently Chief Operating Officer, will succeed this success. Ultra again made good progress impressive 106%. (2003: £79.9m) (2003: £95.5m) (2003: £109.0m) Dr Blogh as Chief Executive. The Board has on its major development contracts and won The acquisitions made in 2003 have been been strengthened since the year end by the several others which will materially broaden fully integrated into the Group and the new appointment of a new non-executive director, * its technological base. Profit £14.7m £14.8m £13.0m acquisitions of DNE and Videcom in the year Chris Bailey, who has recently retired as Sales at £320m grew 12.4%, with the have met expectations and have also Finance Director of Aggregate Industries plc. (2003: £13.9m) (2003: £11.0m) (2003: £12.7m) Information & Power Systems division provided synergies to support other closely Looking ahead to 2005 and thereafter, the I L L showing the strongest growth. Profit before related businesses. CONTROLS ADVANCED TACTICAL SYSTEMS DNE TECHNOLOGIES Board is confident that, despite a further Landing gear control and proximity sensing systems. Airframe (until 1 January 2005, Advanced Programming Concepts) Military network communications equipment for voice, tax and goodwill amortisation at £39.7m The order book stood at £395m at the year impact of the continuing weakness of the de-icing and crack detection systems. Civil and military Battlespace IT solutions. Software based data fusion and data, and video information. High-speed protocol increased by 15.5% over the previous year aircraft cabin quieting systems using active noise and display systems for applications in military command, control, converters and modems. end, a record level. Importantly, the Group US dollar, the outlook for the Group remains vibration control technology. Propeller balancing systems. communications, computers, intelligence, surveillance and despite the adverse impact on the translation FLIGHTLINE SYSTEMS L started 2005 with firm order cover for 60% encouraging. Current market conditions, I reconnaissance (C4ISR) systems. DATEL Sonobuoy telemetry receivers for maritime patrol aircraft of US profits of the weak dollar, which I of projected sales, a similar level of visibility coupled with Ultra’s ability to win new High integrity systems including safety critical software. AIRPORT SYSTEMS and helicopters. Mechanical gyroscopes. Specialist military declined 10% against sterling. Earnings per Internet-based secure collaborative working environments Airport IT system integration. IT services and solutions for test equipment. to previous years. business and to execute contracts effectively, and secure communication networks. airlines and airports: common use check-in, local departure share before goodwill amortisation, at 44.1p, MARITIME SYSTEMS L should enable the Group to continue its I control, weight & balance management systems, central increased at a similar rate to profit. The Defence markets continue to hold up, ELECTRICS database (UltraDB); flight information (UltraFIDS); Passive sonobuoys and bathythermal buoys. Towed array long-term record of profit and sales growth. Data management and vision control systems for armoured Board will be recommending a final dividend particularly in Ultra’s chosen niche areas, management information (UltraMIS); passenger bag sonars. High power sonar transducers. vehicles. Specialised control handles, high integrity switches matching (UltraTrak); resource management (UltraResource); L of 9.2p per share, making a total for the year and the recent emphasis on security and Finally, it remains for me to thank Ultra and indicators. Lighting systems. Ruggedised cable harnesses. OCEAN SYSTEMS data acquisition and control (UltraControl). Underwater acoustic countermeasures and systems. Torpedo of 13.8p, a 12.2% increase over 2003. surveillance activities continues. An employees for their hard work, commitment MEASUREMENT SYSTEMS INC L I defence systems. Displacement and force joysticks, hand grip controls, trackballs, COMMAND & CONTROL SYSTEMS encouraging sign for Ultra is the continuing and support. I have enjoyed my time with the I At the heart of Ultra’s success is its encoders and simulation equipment. Cockpit equipment. Optical and infra-red surveillance and tracking systems. SONAR & COMMUNICATION SYSTEMS recovery of the civil aerospace market which Group immensely and it has been an exciting Battlespace IT solutions. Geographical information Active and passive sonobuoys. Sonobuoy receivers and investment strategy. The management has PRECISION AIR SYSTEMS I management systems. Combat management systems. acoustic processors for maritime patrol aircraft and not only drives increased levels of and rewarding ten years. I am confident the High Pressure Pure Air Generators (HiPPAG) for cooling a real expertise in identifying investment Multifunction command and control console systems. Weapon helicopters. Ship sonar systems. Torpedo defence systems production but also benefits the important Group will continue to enjoy much success. thermal imagers and infra-red sensors, and for pneumatic interface electronics. High integrity electronic control systems. and countermeasures. Mine disposal systems. Submarine opportunities that deliver growth, either ejection of aircraft munitions. Sidewinder missile overhaul aftermarket for sales of spares and repairs. L communication systems. Data link communication systems. and repair. EMS within existing businesses or by acquiring Cryptographic equipment. Specialised power supplies and demagnetising systems for businesses which complement and broaden It is planned that Board changes will take the electromagnetic silencing of naval vessels. Transformer TACTICAL COMMUNICATION SYSTEMS L rectifier units. the Group’s portfolio