Buy Improve Sell Melrose Annual Report 2019 Melrose Industries PLC Melrose Industries PLC Melrose A nnual Report 2019 Melrose Industries PLC Acquiring good quality manufacturing businesses, making operational improvements, realising shareholder value at the appropriate time and then returning this value to shareholders, continue to be the fundamentals of the “Buy, Improve, Sell” business strategy that Melrose has followed since being founded in 2003. Strategic Report Governance Highlights of the year 04 Governance overview 70 Shareholder value creation 06 Board of Directors 72 “Buy, Improve, Sell” – A history of success 08 Directors’ report 74 Our strategy and business model 10 Corporate Governance report 77 Chairman’s statement 12 Audit Committee report 82 Chief Executive’s review 14 Nomination Committee report 88 Divisional review 16 Directors’ Remuneration report 90 Aerospace 16 Statement of Directors’ responsibilities 112 Automotive 20 Powder Metallurgy 24 Financial statements Nortek Air Management 28 Independent auditor’s report to the Other Industrial 32 members of Melrose Industries PLC 113 Key performance indicators 36 Consolidated Income Statement 124 Finance Director’s review 38 Consolidated Statement of Comprehensive Income 125 Longer-term viability statement 45 Consolidated Statement of Cash Flows 126 Risk management 46 Consolidated Balance Sheet 127 Risks and Uncertainties 48 Consolidated Statement of Changes in Equity 128 Section 172 statement 56 Notes to the Financial Statements 129 ESG report 58 Company Balance Sheet for Melrose Industries PLC 181 Company Statement of Changes in Equity 181 Notes to the Company Balance Sheet 182 Glossary 191 For more information visit Shareholder information melroseplc.net Company and shareholder information 196 Cautionary statement The Strategic Report and certain other sections of this Annual Report and financial statements contain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this Annual Report and financial statements and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information. Accordingly, readers are cautioned not to place undue reliance on any such forward-looking statements. Subject to compliance with applicable laws and regulations, Melrose does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Annual Report and financial statements. The Strategic Report has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for those strategies to succeed. Some financial and other numerical data in this Annual Report and financial statements have been rounded and, as a result, the numerical figures shown as totals may vary slightly from the exact arithmetic aggregation of the figures that precede them. Unlocking substantial value “We are delighted with the Melrose performance in 2019 and the substantial value that is being unlocked. Notwithstanding any implications of the COVID-19 outbreak, the bedrock has now been built for the GKN businesses to attain results which were not previously achievable, and, in addition, the shareholder value built up in our longer held assets is closer to being realised. This shows, once more, that the Melrose model thrives by investing properly in businesses and giving management the entrepreneurial freedom to succeed. This is just the start of what is possible for GKN.” Justin Dowley Non-executive Chairman For more information about our strong track record of shareholder value creation See pages 6 to 7 4 Melrose in 2019 Highlights for 2019 The results for 2019 include the first full year of ownership of GKN(1) which were comfortably ahead of the Board’s expectations for both profit and cash generation. Headline figures (4) 13% 72% £591m 2.25x Increase in adjusted(2) Increase in adjusted Adjusted free cash flow(5), The bank covenant diluted earnings per free cash flow(5) up 72% on last year. leverage ratio(7) has reduced share, which was on an annualised to 2.25x, ahead of the 14.3 pence. like-for-like basis. previous year (2.28x). (3) £240m 104% c.25% 30% Of cash contributions Adjusted profit Of the remaining provision Reduction in emissions to the GKN UK defined conversion to cash.(2) for loss-making contracts achieved by GKN facilities benefit pension schemes has been released(6) over the past two years. from the Group so far due to improvements during Melrose ownership, implemented by making them significantly management this year. better funded. (1) Results for 2018 include GKN for eight months only and have been restated for discontinued operations. (2) Considered by the Board to be a key measure of performance. Described in the glossary to the financial statements on pages 191 to 195. (3) Including the contribution paid on 6 January 2020. (4) Calculated compared to 2018 annualised adjusted free cash flow, excluding the previously announced £150 million cash outflow from unwinding creditor stretch in 2018. 2018 annualised adjusted free cash flow includes 12 months of GKN ownership. (5) Adjusted free cash flow excludes the special one-off pension contributions and restructuring spend. (6) As previously published, this is not included in adjusted(2) operating profit. (7) Described in the glossary to the financial statements on pages 191 to 195. Annual Report 2019 Melrose Industries PLC 5 Shareholder value creation Strategic Report See pages 6 to 7 Group revenue and operating profit £11.6bn £11.0 bn Adjusted(1) revenue. Statutory revenue. Adjusted operating prot £m(1) l Ae tria ro s sp du a In c r e e th O £1.1b n £318m (1) t Adjusted operating profit. Statutory operating profit. n e m e g A a u n t o a m M o r i t i A v e k e t r o N P y owder Metallurg Divisional performance summary Divisional results (figures up to 31 December 2019) Adjusted(1) Adjusted(1) operating Statutory Statutory operating revenue profit/(loss) revenue profit/(loss) £m £m £m £m Aerospace 3,852 409 3,836 104 Automotive 4,739 367 4,146 186 Powder Metallurgy 1,115 117 1,099 77 Nortek Air Management 1,178 175 1,178 139 Other Industrial 708 86 708 (170) Corporate – (52) – (18) Proportional split between divisions Adjusted operating prot £m(1) AdjustedAdjusted(1) revenue revenue £m Adjusted(1) operating profit £m A l Ae ial er tria ro str os s sp u pa du a nd c In c I e r e r e e h th t O O t t n n e e m m e e g A g A a u a u n t n t o a o a m m Annual Report 2019 M M o r o r i i t t i A i v A v e e k k e e t t r r o o N N P y Po rgy owder Metallurg wder Metallu (1) Described in the glossary to the financial statements on pages 191 to 195. Melrose Industries PLC Adjusted revenue l Ae tria ro s sp du a In c r e e th O t n e m e g A a u n t o a m M o r i t i A v e k e t r o N P y owder Metallurg 6 Our strong track record Shareholder value creation Melrose has delivered significant returns to shareholders since floating on AIM in 2003. Shareholder investment and gain (figures up to 31 December 2019) 2nd highest £4.7bn 2.6x 17% FTSE 350 performer Cash return to shareholders Average return for a shareholder CAGR in ordinary dividends. since establishment since the first acquisition £1.1bn ordinary dividends since For total shareholder return our first acquisition in 2005, over the past decade in line with our progressive dividend policy Total shareholder return (TSR)(1)(3) How Elster and Nortek operating margin improved(2) 2,579% Elster +6ppts +2ppts +1ppt +9ppts Nortek +3ppts +1ppt +1ppt +5ppts TSR higher by c.16x Returns on capex and restructuring and other commercial actions. Central cost savings. Exit of low margin sales channels. 162% FTSE 100 Melrose (1) Since Melrose’s first acquisition (May 2005). (2) Nortek adjusted operating margin up to 31 December 2019. (3) Source: Datastream Total Shareholder Return Index. Track record for £1 invested in Melrose As at 31 December 2019 Investment in May 2005 with all dividends reinvested since (Total shareholder return)(3) Original investment £1.00 2005– Annual Report 2019 2019 Melrose Industries PLC 7 Responsible approach to investing Strategic Report Substantial improvements for all the UK pensions schemes under ownership Whilst under Melrose ownership we improve contributions and provide better security to our businesses’ pension schemes towards fully funded upon departure from the Group. Gross return 109% 99% £26.79 87% 95% on original £1 investment 58% McKechnie FKI UK FKI Bridon Responsible stewardship (figures up to 31 December 2019) • For the GKN schemes, we So far we have: were proactive, transparent 111% • Delivered106% £150 million upfront and constructive in agreeing contributions. commitments with pension trustees 87% 98% • Doubled annual contributions during the acquisition of GKN. to £60 million. We committed to providing up 78% 83% to £1 billion of funding contributions; • Applied more secure funding doubling annual contributions to targets109% of Gilts +25 basis points £60 million and £150 million60% (GKN60%99% 2016) and Gilts +75 basis 95% 87%upfront contributions. points (GKN 2012 schemes 1-4) Brush Nortek GKN 2012 schemes 1-4 toGKN achieve 2016 more prudent funding levels towards fully funded. Second highest performer for • Funded the GKN 2016 scheme total shareholder return in the 58% to £55 million surplus.