Annual Report and Accounts 2016 Engineering that moves the world Highlights of the year Delivering on expectations ◆ Another year of growth delivering earnings ◆ Sharpening the focus through the disposal of Stromag momentum. and a Group-wide fixed cost reduction programme. ◆ Strong performance from Fokker Technologies ◆ Continued investment in technology primarily focused (‘Fokker’) in first full year of ownership. on electrified drivetrains and additive manufacturing. STATUTORY BASIS MANAGEMENT BASIS1 Sales Sales £8,822m 2015: £7,231m £9,414m 201 5: £ 7,6 89m Earnings per share Earnings per share 14.1p 2015: 11.8p 31.0p 201 5: 27.8p Profit before tax Profit before tax £292m 2015: £245m £678m 2015: £603m Management sales Management trading profit £9,414m £773m2 Other Businesses £39m GKN Land Systems £18m GKN Land Systems GKN Powder Metallurgy £118m £704m GKN Aerospace £3,423m GKN Powder GKN Aerospace Metallurgy £339m £1,032m GKN Driveline £323m GKN Driveline £4,216m 1 See page 39 for details on measurement and reporting of performance on a management basis. 2 Including corporate costs and Other Businesses. Contents Strategic report Governance Financial statements 1 Overview 60 Board of Directors 111 Independent auditor’s report 12 Chairman’s statement 62 Chairman’s introduction to governance 118 Group financial statements 14 Our strategic framework 63 Corporate governance 167 Company financial statements 15 Our business model 72 Nominations Committee report 176 Group financial record 16 Key performance indicators 74 Audit & Risk Committee report 19 Chief Executive’s review 81 Directors’ remuneration report Other information 22 Financial review 107 Additional information 178 Shareholder information 24 Divisional reviews 110 Statement of Directors’ responsibilities 24 – GKN Aerospace review Pages 60 to 110 comprise the Directors’ report. 27 – GKN Driveline review 30 – GKN Powder Metallurgy review 33 – GKN Land Systems review 36 Other financial information 40 Risk management 50 Sustainability report Overview STRATEGIC REPORT STRATEGIC Population growth, urbanisation and increased affluence are driving change. Aircraft passenger numbers are increasing, and car sales are rising while consumer preferences for vehicles evolve. Across both markets there GOVERNANCE is a drive to improve fuel efficiency and increase electrification. All these create significant growth opportunities for GKN. FINANCIAL STATEMENTS FINANCIAL OTHER INFORMATION OTHER GKN plc Annual Report and Accounts 2016 1 Overview – GKN GKN is a global engineering business. Every time you travel by road or air it is likely that GKN is helping you on your way. GKN AEROSPACE A leading tier one supplier of aircraft and engine structures and electrical interconnection systems to the global aerospace industry. Read more about GKN Aerospace on pages 24 to 26. GKN DRIVELINE The leading tier one supplier of automotive driveline systems and solutions to the world’s leading vehicle manufacturers. Read more about GKN Driveline on pages 27 to 29. Top ten global customers* Airbus Boeing GKN POWDER METALLURGY Fiat Chrysler The world’s largest manufacturer of Ford sintered components and a leading producer of metal powder. General Electric Read more about GKN Powder GM Group Metallurgy on pages 30 to 32. Renault Nissan Toyota Group United Technologies During 2016, the Group had four divisions. As of 1 January 2017, VW Group GKN Land Systems is no longer a separate division as referenced on pages 33 to 35. (*shown in alphabetical order) 2 GKN plc Annual Report and Accounts 2016 STRATEGIC REPORT STRATEGIC We design, manufacture and service systems and World-leading technology is at the heart of our business; components for original equipment manufacturers working closely with our customers, we develop (OEMs) around the world. technologies that will drive our future growth. Our customers include the world’s largest aircraft and We serve our international customers from manufacturing car manufacturers. We operate in close proximity to our facilities, service centres and offices in more than 30 customers to ensure we are well placed to participate countries across the world. This global footprint also gives in their supply chains. us good access to growth markets. GOVERNANCE UK Europe (excluding UK) Sales Sales £1,047m1 £3,743m1 Employees Employees 5,6002 22,6502 FINANCIAL STATEMENTS FINANCIAL Asia Pacific Sales £1,296m1 Employees OTHER INFORMATION OTHER 14,0002 Americas Africa Sales Sales £3,326m1 £2m1 Employees Employees 2 2 1 Sales presented on a management basis. 15,900 50 2 Including subsidiaries and joint ventures. GKN plc Annual Report and Accounts 2016 3 Overview – aerospace market AEROSPACE As demand for global air travel continues to rise, aircraft manufacturers compete to introduce lighter, quieter and greener technologies. 4 GKN plc Annual Report and Accounts 2016 STRATEGIC REPORT STRATEGIC 2016 market trends Commercial aircraft deliveries by region (2016) ◆ Continued strong growth of 6.3% in passenger air travel. Asia Pacific 44% ◆ Freight air transport returned to growth in 2016 (2.6%). Europe 24% North America 15% ◆ A record number of commercial aircraft were delivered Africa/Middle East 11% with Asia Pacific the leading region. South America 6% ◆ Commercial aircraft market remained strong: GOVERNANCE Source: Airbus and Boeing deliveries 2016. – Single aisle orders remained high, with delivery rates continuing to increase. – Lower order intake for wide body aircraft. – Overall backlog of eight years at current production rates. 12,589 ◆ Military aircraft market was down 2% in 2016 Airbus and Boeing but production rates began to recover in the second commercial backlog half driven by F-35. Source: Teal. 1,436 Commercial aircraft delivered in 2016 STATEMENTS FINANCIAL Source: Teal. OTHER INFORMATION OTHER GKN plc Annual Report and Accounts 2016 5 Overview – aerospace market continued GKN’s technology, growing global footprint and strong customer relationships are helping shape the aircraft of the future. We work with our global customers on the next generation of aircraft… TECHNOLOGY PARTNERSHIP DRIVES AIRCRAFT ELECTRIFICATION GKN Aerospace is partnering with industry leaders to explore the future of electrification in aviation. The partnership will initially focus on the More Electric Aircraft (MEA) concept, where aircraft systems increasingly use electrical power sources. The trend is driven by the need to optimise aircraft performance, reduce emissions, and by the increased passenger demand for energy and connectivity in-flight. See more at www.gkn.com … our expertise in advanced technologies provides opportunities in growing markets… CONTRACT WINS DRIVE ASIA GROWTH GKN Aerospace secured milestone contracts in Asia during 2016, as we continued to expand into the region’s fast-growing aerospace market. Significant engine systems contracts have been secured in China, South Korea and Japan, enhancing our market penetration and key customer relationships across Asia. The Asia Pacific region is growing rapidly and is predicted to account for around 40% of the world’s total aircraft market over the next two decades. See more at www.gkn.com 6 GKN plc Annual Report and Accounts 2016 STRATEGIC REPORT STRATEGIC … our technology is helping the global aerospace industry meet environmental challenges… LIGHTWEIGHT TECHNOLOGY ENABLES GREENER AIRCRAFT GKN Aerospace manufactures the GOVERNANCE complete Gulfstream G650 empennage with a thermoplastic rudder and elevator, reducing the weight of the components by 25% compared to traditional materials. The use of thermoplastic composites in primary structures of the aircraft is a trend that unlocks significant improvements in terms of aircraft weight, fuel consumption, total life-cycle costs, maintainability and recyclability. See more at www.gkn.com … and we are well positioned STATEMENTS FINANCIAL to succeed in the future. OUTLOOK ◆ Commercial aircraft production is expected to grow on average by 2.5% until 2020, driven by the current record order backlogs held by OEMs.1 ◆ Airbus and Boeing forecast a global demand of between 37,710 and 39,620 large commercial aircraft over the next 20 years. ◆ The Asian commercial fleet is expected to triple in size by 2035.1 ◆ The military market is expected to INFORMATION OTHER return to growth in 2017 driven by demand from the US and Asia.1 1 Teal. GKN plc Annual Report and Accounts 2016 7 Overview – automotive market AUTOMOTIVE Advanced electric and hybrid vehicles continue to create additional opportunities for GKN Driveline and GKN Powder Metallurgy. 8 GKN plc Annual Report and Accounts 2016 STRATEGIC REPORT STRATEGIC Light vehicle production by region (2016) 2016 market trends ◆ Global light vehicle production increased 5% in 2016 to 93.0 million vehicles. China 27.1m Europe 21.5m ◆ Electric and full hybrid vehicle production grew North America 17.8m by 33% in 2016 and now accounts for 3% of global vehicle production. Japan 8.7m India 4.2m ◆ In India, production rose 10% due to higher consumer GOVERNANCE Brazil 2.1m confidence. Others 11.6m ◆ A cut in sales tax on small vehicles together with a Total 93.0m surge in demand for SUVs drove production in China up 14%, but there was a decline in Japan as a result of a slow economy and ongoing effects of tax changes. ◆ Overall, the European market grew by 3%, with Eastern Europe showing signs of recovery in the last quarter 93.0m of the year. Light vehicle production in 2016 ◆ In North America, SUVs and light trucks continued to gain market share from