WorldReginfo - 3e715f07-132b-4722-ad39-368eb179cc2a - WorldReginfo Annual Report and Accounts 2013 Accounts and Report Annual GKN plc Annual Report and Accounts 2013 HIGHLIGHTS OF OUR 2013 PERFORMANCE Sales Profit before tax Earnings per share Statutory basis £7,136m £484m 24.2p 2012: £6,510m 2012: £568m 2012: 29.3p up 10% down 15% down 17% Management basis £7,594m £578m 28.7p See page 26 for details on measurement 2012: £6,904m 2012: £493m 2012: 26.3p and reporting of performance on a up 10% up 17% up 9% management basis. 2012 figures restated for the impact of IAS 19 revised. • Group results reflect the continued strong organic growth in Automotive businesses, the contribution from GKN Aerospace Engine Systems and the weaker performance of GKN Land Systems. • Sales increased 10% to £7.6 billion, up 3% on an organic basis. • Management trading (operating) profit of £661 million, up 20% (4% organically), and trading margin improved to 8.7%. • Profit before tax up 17% to £578 million. • Reported profit before tax of £484 million (2012: £568 million), lower primarily due to a smaller gain on the mark to market of foreign exchange hedging contracts. • Earnings per share up 9% to 28.7p and total dividend increased 10% to 7.9 pence per share. • Return on average invested capital of 17.3% (2012: 18.0%, excluding GKN Aerospace Engine Systems). • Free cash flow of £346 million, up 54% (2012: £225 million, excluding one-time acquisition related payments). • Net debt of £732 million, £139 million lower than 2012. CONTENTS STRATEGIC REPORT FINANCIAL STATEMENTS Chairman’s statement 02 Independent auditors’ report (Group) 102 Our recent history 04 Group financial statements 106 Business model 06 Independent auditors’ report (Company) 156 Global operations 08 Company financial statements 158 Business context 10 Group financial record 161 Chief Executive’s review 12 Delivering our strategy 15 OTHER INFORMATION Key performance indicators 24 Key subsidiaries and joint ventures 162 Group performance 26 Shareholder information 164 Business review 28 Subject index 167 Successfully integrating GKN Aerospace Engine Systems 30 Contact information 168 Financial review 38 Principal risks and uncertainties 42 Sustainability report 52 GOVERNANCE Pages 60 to 101 comprise the Directors’ report. Board of Directors 60 Chairman’s introduction 62 Corporate governance 63 Nominations Committee report 70 Audit Committee report 72 VISIT OUR WEBSITE FOR Directors’ remuneration report 78 MORE INFORMATION Additional information 98 Statement of Directors’ responsibilities 101 www.gkn.com WorldReginfo - 3e715f07-132b-4722-ad39-368eb179cc2a STRATEGIC REPORT STRATEGIC GKN is a global engineering group. Every day we drive the wheels of hundreds of millions of cars, we help thousands of aircraft to fly, we deliver the power to move earth and harvest cro ps, and we make GOVERNANCE essential components for industries that touch lives across the globe. FINANCIAL STATEMENTS FINANCIAL 49,700 33 employees countries Pages 56-57 Pages 8-9 OTHER INFORMATION OTHER Four divisions Three Pages 28-37 markets Aerospace, automotive and land systems Pages 10-11 GKN Aerospace GKN Driveline A leading tier 1 supplier A world leading supplier to the global aerospace of automotive driveline industry. systems and solutions. GKN Powder Metallurgy GKN Land Systems One of the world’s largest A leading supplier manufacturers of metal of engineered power powder and sintered management products, components. systems and services. WorldReginfo - 3e715f07-132b-4722-ad39-368eb179cc2a www.gkn.com 1 CHAIRMAN’S STATEMENT MAINTAINING MOMENTUM MIKE TURNER CBE / CHAIRMAN I am pleased to report another year of strong progress for GKN. We have again delivered an excellent set of financial results. Management sales increased to £7.6 billion reflecting good organic growth, and management profit before tax increased to £578 million – a record for the Group. Results and dividend Behind this consistently strong operational performance are clear strategic objectives (described on page 15 and referred to throughout this annual report) which support our aim of creating sustainable shareholder value in the form of steadily growing earnings and dividends. In 2013 management earnings per share increased to 28.7p and the Board is recommending a final dividend of 5.3p per share, making a total of 7.9p per share for the year (an increase of 10% over the prior year). Strong cash flow generation remains a key focus to provide investment for growth, dividend progression and debt reduction. WorldReginfo - 3e715f07-132b-4722-ad39-368eb179cc2a 2 GKN plc / Annual Report and Accounts 2013 STRATEGIC REPORT STRATEGIC The Board The Board has an important role in setting the Group’s strategic objectives and ensuring that the necessary financial and human resources are in place to achieve them. During the year the GOVERNANCE non-executive Directors have provided constructive challenge to the executive Directors to ensure that the more detailed plans behind the strategy continue to be effective in supporting the growth and development of the Group. In my role as Chairman, I am committed to creating a culture of openness, honesty and transparency in which all Directors can play their part in helping deliver our strategy. The Board continues to uphold high standards of corporate governance (further details are given in the Governance section of this report) and we ensure that our effectiveness is reviewed and challenged each year with necessary improvement actions implemented in a timely manner. With regard to Board membership and as I mentioned in my statement last year, John Sheldrick, a non-executive Director for over eight years, retired in May 2013 and Angus Cockburn joined the Board as a non-executive Director in January 2013. At the beginning of 2014 we welcomed Adam STATEMENTS FINANCIAL Walker to the Board. Adam joined us from Informa plc and his wide ranging financial management experience in international quoted companies will be a strong asset to the Company. Adam succeeds Bill Seeger as Finance Director on Bill’s retirement from the Board on 25 February 2014. Bill’s financial discipline, strong leadership and commitment have been key factors in the consolidation of the Group’s financial strength and the creation of strong foundations for our future growth. We thank him for his contribution and wish him every success in the future. Our people I am continually impressed by the professionalism and commitment of our 49,700 employees worldwide. Their efforts are critical to GKN’s success and on behalf of the Board I would like to thank them all for their contribution in 2013. INFORMATION OTHER GKN’s future success is dependent upon a skilled and engaged workforce, which is influenced by our ability to recruit from a strong talent pool. In particular, there is a pressing need for more engineering graduates and apprentices to meet the growing requirements of industry, and more needs to be done to inspire young people to consider careers which use STEM disciplines – science, technology, engineering and mathematics. The future We made significant progress during 2013 towards our strategic objectives. We successfully integrated the aero engine business acquired from AB Volvo in late 2012, further strengthening GKN Aerospace and positioning us well to win future long term contracts. The global footprint and technology capability of our Driveline and Powder Metallurgy businesses will enable us to take full advantage of continuing development and growth in global markets. GKN Land Systems has continued its operational rigour throughout difficult market conditions. The importance of operational excellence to the achievement of our strategy cannot be underestimated. The application of GKN Lean manufacturing techniques throughout our production and business processes, our continued focus on the development of technologies to help differentiate our product offerings, our global presence and leading positions in many of our markets all provide strong foundations for sustainable value generation. I look forward to the future with confidence. WorldReginfo - 3e715f07-132b-4722-ad39-368eb179cc2a www.gkn.com 3 OUR RECENT HISTORY SUSTAINED ANNUAL GROWTH We have made substantial progress over the past five years, delivering on a clear strategy and achieving sustainable growth. Our objectives of being leaders in our chosen markets, with a broad global footprint, innovative technologies and continued operational excellence, have been supported by a number of key strategic milestones. • GKN Driveline established its position as a global leader in the engineering, manufacture and vehicle integration of all-wheel drive systems, through the acquisition of Getrag Driveline Products. Dual clutch • GKN Land Systems accessed a number of new for industrial customers and industrial segments, as well as transmissions broadening its product offering in existing markets, through the acquisition of Stromag Holding. 2011 • GKN Aerospace was awarded the contract to produce the all-composite fuselage for the HondaJet £6,112m light business jet and announced plans for a new Total sales aerospace facility in South Carolina, US, where assembly operations take place. • A new, purpose built Aerospace facility in Bristol, UK, began manufacturing the first A350 XWB rear wing spar. • The GKN Land Systems division was created to focus on exploiting competencies in existing markets, such as agriculture, mining and construction, and build positions in new industrial sectors.