Annual Report 2004 A time of transition 2 Highlights | 4 Business at a glance | 6 Chairman’s statement | 7 Chief Executive’s statement | 8 Our technology: 10 Driveline, 14 Powder Metallurgy, 16 Aerospace | 21 Operating and financial review | 31 Social responsibility review | 39 Auditors’ report | 40 Board of Directors | 42 Financial statements | 72 Directors’ report | 74 Corporate governance | 79 Report on Directors’ remuneration | 88 Principal subsidiaries and joint ventures | 90 Shareholder information | 92 Subject index What drives GKN Technology and engineering from GKN are at the heart of the vehicles and aircraft from the world’s leading automotive and aerospace manufacturers. 40,500 people work in GKN companies and joint ventures in more than 30 countries. Every day we harness our considerable technology and manufacturing resources to supply the highest-quality systems, structures, components and services. When we fulfil the trust our customers place in us we can enrich our shareholders, reward our people and support our communities. And because we respect the environment and the dignity and human rights of others we are building a business which can be sustained by future generations. Everyone involved with a great company should expect nothing less. But those with a stake in the performance of GKN should expect more. 21st century global leadership in our major automotive and aerospace businesses, when our history spans more than 240 years, speaks for standards of adaptability, innovation and excellence which are difficult to surpass. Expect more from GKN. In 2004 GKN achieved sales of £4.4 billion and profit* of £221 million. *Profit before tax, goodwill amortisation and exceptional items. Statutory profit before tax £629 million (2003 – £173 million). ANNUAL REPORT 2004 : GKN plc 1 HIGHLIGHTS 2004: A time of transition for GKN •A year of significant transition – Disposal of 50% shareholding in AgustaWestland transforms balance sheet – Control of TFS secures leading torque technology position – Driveline deployment to low-cost, high-growth regions begins •Group profit before tax, goodwill amortisation and exceptional items down 10% in line with expectations – Impact of global raw material and energy cost increases – Negative currency and pension impact; positive depreciation change – Continuing operations operating profit level with 2003 before increase in charge for UK pension deficit •Increased Automotive revenues despite flat major markets • Good second half Aerospace recovery and margin improvement •Technology-led wins on new US and European aerospace programmes 2 GKN plc : ANNUAL REPORT 2004 FINANCIAL PERFORMANCE Increase/ 2004 2003 (decrease) Sales £4,447m £4,585m (3)% Results before goodwill amortisation and exceptional items: Operating profit £268m £302m (11)% Profit before tax £221m £246m (10)% Earnings per share 21.3p 22.8p (7)% Operating exceptional items £(250)m £(91)m n/a Operating (loss)/profit £(11)m £174m n/a Exceptional profits on sale of businesses £687m £55m n/a Profit before tax £629m £173m n/a Earnings per share 78.8p 13.8p n/a Net funds/(borrowings) £65m £(793)m £858m Dividend per share 11.9p 11.6p 2.6% Note: 2004 profit includes £11 million benefit from changing the method of charging depreciation from reducing balance to straight line. Results before goodwill amortisation and exceptional items are presented in the above table to show the underlying performance of the Group. Sales £m Total 04 4,447 3,123 569 755 03 4,585 3,036 559 990 02 4,452 2,950 559 943 01 4,337 2,844 630 863 00 4,134 2,683 339 1,112 Automotive Aerospace Businesses discontinued in 2003-2004 Operating profit before goodwill amortisation and exceptional items £m Total 04 268 (38) 184 35 87 03 302 (23) 195 23 107 02 315 (6) 201 25 95 01 306 187 19 100 00 424 308 9 107 Automotive Aerospace Businesses discontinued in 2003-2004 UK pension deficit charge ANNUAL REPORT 2004 : GKN plc 3 AUTOMOTIVE GKN operates at the highest levels of the global automotive In recent years GKN has developed an electronics expertise. supply chain providing a range of geared and mechanical systems This has been fused with its long-standing engineering capability and devices – some with electronic control technologies – to to develop a new generation of torque management devices the world’s manufacturers of cars, light trucks and construction which are becoming increasingly important as a means to and agricultural vehicles. improve vehicle traction, stability and comfort. GKN’s position as one of the world’s leading Tier One suppliers GKN is also the world’s No. 1 supplier of powder metal is supported by more than 50 engineering and manufacturing parts and the No. 1 producer of metal powder in the US. facilities in the Americas, Europe, Africa, India, Asia Pacific GKN’s capability in the technology and production of and Japan. powder metal parts and their raw material is unique among major companies. GKN is the world leader in constant velocity jointed (CVJ) sideshafts – devices which transmit torque to a vehicle’s GKN is a major European and North American supplier of wheels and which were fitted to approximately 50 million components and systems for construction and agricultural of all the light vehicles produced in the world in 2004. vehicles and equipment and is also a leading supplier of GKN has around 42% of the global market for CVJ sideshafts. structural presswork and cylinder liners for automotive, During 2004 GKN launched its third generation CVJs which industrial and marine applications. Emitec, a 50:50 joint can deliver more torque in a smaller, lighter package – a venture with Siemens of Germany, is the world leader in critical benefit to vehicle designers. metallic substrates for catalytic converters. 4 GKN plc : ANNUAL REPORT 2004 AEROSPACE Virtually all of the latest Western military aircraft flying today and GKN supplies structures, propulsion systems and special many of the world’s most successful airliners embody technology products to a wide range of military aircraft such as the from GKN either in their airframes or engines or both. F/A-18E/F Super Hornet, F/A-22 Raptor, F-15K Eagle, C-17 Globemaster 111, C-130J Hercules, Eurofighter Typhoon and And in every important US and European military and civil the Blackhawk, Merlin and Lynx helicopters. Within the civil aircraft currently under development, GKN technology is making sector it is also a supplier on all Airbus programmes including an important contribution to the achievement of their ultimate the A318/319/320 single aisle family, the A330 and A340 performance goals. 500/600 long-range aircraft and new A380 ‘Super Jumbo’. GKN Aerospace operates from engineering and production GKN is also involved in developing and producing structures facilities in the Americas, Europe and Asia Pacific. Its mission and systems for the Lockheed Martin F-35 Joint Strike Fighter, is to supply engineering design services and high-performance Airbus A400M military airlifter and the Boeing 787 jetliner, composite and metallic alloy structures as well as a range of all of which are currently under development and due to specialist products such as engine nacelles and canopy systems enter service by the end of the decade. to prime contractors such as Airbus, Boeing, Lockheed Martin and Sikorsky and the jet engine manufacturers General Electric, Rolls-Royce and Pratt & Whitney. ANNUAL REPORT 2004 : GKN plc 5 CHAIRMAN’S STATEMENT Performance GKN achieved a number of successes in 2004 – some of them in the face of powerful headwinds. The successful disposal of our 50% stake in AgustaWestland realised substantial value for the Group and its shareholders and will allow us to increase and accelerate the level of investment in our wholly-owned businesses. To provide a more immediate return to shareholders from this transaction we initiated a buyback of shares into treasury of up to £100 million. During 2004 we increased our Automotive revenues in largely flat markets. This hard won achievement was, however, frustrated by an unprecedented rise in raw material prices, particularly steel. Our continuing Aerospace businesses increased sales revenues over the previous year and built a strong pipeline of future business thanks to new, competitive technologies. Meanwhile, recognition of our pension obligations resulted in a charge of £38 million (2003 – £23 million) to our profit and loss account in respect of the UK pension fund deficit. We also used proceeds from the AgustaWestland transaction to make an additional £100 million RoyBrown, Chairman (left) with Kevin Smith, Chief Executive contribution towards this deficit. However, as this annual report shows, GKN has taken robust operational John Sheldrick, Group Finance Director of Johnson Matthey plc, joined measures to alleviate the impact of these headwinds, as well as the effect as a non-executive Director bringing considerable financial experience. of adverse currency movements, and we have taken important steps in the long-term strategic development of the Group. Corporate social responsibility GKN has been active for more than 150 years in what is now commonly Results termed ‘social responsibility’ but our best practice continues to develop. Pre-tax profits for the year before goodwill amortisation and exceptional This issue is reviewed regularly by the Board and in 2004 we established items were £221 million (2003 – £246 million) and earnings per share on an executive sub-committee on governance and risk which has completed the same basis were 21.3p (2003 – 22.8p). Net funds at the end of the year an unprecedented survey of our global social responsibility behaviour and were £65 million compared with debt of £793 million at the end of 2003. practice in more than 100 locations. The results will be used to refine and Interest cover was 5.7 times (2003 – 5.4). On a statutory basis profit before improve the way we interact with our employees, customers, suppliers tax was £629 million (2003 – £173 million) reflecting the exceptional net and communities.