Cobham plc Annual Report and Accounts 2008 Cobham plc Annual Report and Accounts 2008 The most important thing we build is trust The most important thing we build is trust www.cobham.com Cobham plc Brook Road, Wimborne, Dorset, BH21 2BJ England www.cobham.com T: +44 (0)1202 882 020 F: +44 (0)1202 840 523 Cobham’s products and services have been at the heart of sophisticated military and civil systems for more than 70 years, keeping people safe, improving communications and enhancing the capability of air, land and marine platforms. The Group has four divisions employing more than twelve thousand people on five continents, with customers and partners in over 100 countries. Contents Business overview Corporate governance Highlights 2008 1 Board of Directors 30 Cobham at a glance 2 Directors’ report 32 Chairman’s statement 4 Corporate governance 36 Directors’ remuneration report 40 Chief Executive’s review Statement of Directors’ responsibilities 47 Overall business performance 5 Key orders 5 Major programmes 6 Group financial statements Acquisition integration 6 Summary 6 Independent auditors’ report 48 Markets we operate in 7 Accounting policies 49 Our strategy 8 Consolidated income statement 56 Key performance indicators 9 Consolidated balance sheet 57 Transforming our company 10 Consolidated cash flow statement 58 Consolidated statement of recognised income and expense 59 Business review Notes to the Group financial statements 60 Cobham Avionics and Surveillance 12 Group financial record 105 Cobham Defence Systems 14 Cobham Mission Systems 16 Parent company financial statements Cobham Aviation Services 18 Independent auditors’ report 106 Financial review 20 Parent company accounting policies 107 Principal risks 26 Parent company balance sheet 109 Corporate Responsibility 27 Reconciliation of movements in shareholders’ funds 110 Notes to the parent company financial statements 111 Other information Shareholder information 121 Glossary 122 A recorded webcast of the results presentation, including slides, is available on www.cobhaminvestors.com The Annual Report contains certain forward looking statements with regard to Front cover image the operations, performance and financial condition of the Group. By their Cobham’s antennas, life support and refuelling equipment nature, these statements involve uncertainty since future events and are integral to the operation of the C-130J. circumstances can cause results to differ from those anticipated. Nothing Photo courtesy of US Department of Defense. contained in this Annual Report should be construed as a profit forecast. Business overview Highlights 2008 Order book increased from £1.8bn to £2.7bn, giving Total revenue1 Trading profit1 excellent long term revenue visibility £1,466.5m (2007: £1,061.1m) £251.6m (2007: £198.8m) Growth markets and technology focus underpin 10% organic increase in Technology Divisions’3 revenue; strong growth from Cobham Aviation Services +38% +27% Underlying EPS growth of 18% (13% at constant translation exchange rates) driven by organic growth and acquisitions R&D investment4 Underlying profit before 5.7% (2007: 6.3% or 5.6% on a taxation1 Basic EPS impacted by unrealised, non-cash, pro forma basis) £243.8m (2007: £206.5m) foreign exchange mark-to-market and intangible amortisation costs Operating cash conversion2 of 106% and free cash flow of +0.1pts +18% £203m demonstrates cash generative business model US$1.2bn of acquisitions completed with good progress Earnings per Ordinary Share Earnings per Ordinary Share on integration – basic – underlying1 8.38p (2007: 11.61p) 15.42p (2007: 13.09p) 10% increase in 2008 dividend; double digit compound growth since 1980 -28% +18% Dividend Earning per Ordinary Share – underlying Analysis of total revenue5 pence pence £m 2008 4.955 2008 15.42 2008 425 1,042 1,467 329 2007 4.500 2007 13.09 2007 732 1,061 345 2006 3.750 2006 11.66 2006 671 1,016 Non-military Military/Government 1. To assist with the understanding of earnings trends, the Group has included within its published statements trading profit and underlying earnings results. Trading profit and underlying earnings have been defined to exclude the impacts of certain acquisition related charges, portfolio restructuring costs, the mark-to-market of currency instruments not realised in the period and impairments of goodwill. Acquisition related charges excluded from trading profit and underlying earnings include the amortisation of intangible assets recognised on acquisition, such as customer relationships, technology and software and the like, the writing off of the pre-acquisition profit element of inventory written up on acquisition, costs charged post acquisition, which relate to purchasing the shares of acquired companies and, in the prior year, direct costs associated with the an exceptional terminated acquisition. Portfolio restructuring costs comprise exceptional profits arising on business divestments, completed in prior years, which have funded exceptional costs associated with the restructuring of the Group’s business and site integrations. Both the divestments and the integration activity originate from the Group’s strategy announcement in September 2005. 2. Operating cash flow is defined as cash generated from operations, adjusted for cash flows from the purchase or disposal of fixed assets. Operating cash conversion is defined as operating cash flow as a percentage of trading profit, excluding profit from joint ventures. 3. Cobham’s Technology Divisions comprise Cobham Avionics and Surveillance, Cobham Defence Systems and Cobham Mission Systems. 4. Throughout this document, PV (Private Venture or company funded Research & Development expenditure) for 2007 and the PV Key Performance Indicator medium term target have been restated on a pro forma basis to take account of the SPARTA acquisition, where the vast majority of Research & Development is funded by customers. Both these numbers are stated on the same basis as the 2008 result. 5. Analysis of revenue restated for 2008 and prior years to reflect military and government revenue in the Cobham Aviation Services Division. Cobham plc 1 Annual Report and Accounts 2008 Business overview Cobham at a glance Calendar of events in 2008 3 January 22 February 27 March 7 April 13 May 3 June Complete purchase of Complete purchase of Awarded FSTA air-to-air Acquire MMI Reach agreement to Complete purchase of autopilot specialist S-TEC EW subsystem specialist refuelling contracts Research – cellular purchase M/A-COM SPARTA – US intelligence Sensor & Antenna worth US$300m communications for and missile defence Systems, Lansdale intelligence services company Cobham specialises in components, sub-systems Cobham Avionics and and services that: Surveillance Division • Keep people safe Supporting people and platforms to see • Improve communications – voice, data, video and be seen • Enhance the capabilities of aerospace and defence platforms Capabilities Group revenue growth • Avionics – integrated systems and communication solutions £m 7.6% 20.4% 0.1% 10.1% • Surveillance solutions 1600 • SATCOM – land, marine and airborne 1500 107.1 1,466.5 communication systems 1400 216.1 1.4 • Avionics, antennas, sliprings and microwave 1300 components for French markets 1200 1100 80.8 10.2% Organic growth 1,061.1 1000 900 Principal locations Employees* 800 USA, UK, Canada, 2007 FX Translation Acquisitions FX Transaction Growth 2008 Denmark, France, 3,280 South Africa 2007: 3,150 Group revenue analysis Revenue** By destination By market driver £432.8m 2007: £326.9m 15% 15% 29% 1 5 10% 44% 2 11% 4 1 29% 2007: 30% 3 5 10% 55% 3 4 13% 2 10% Trading profit 17% 2008 2007 2008 2007 £71.7m 1 Mainland Europe 15% 17% 1 US Military/Govt. 44% 36% 2007: £51.9m 28% 2 Australia 10% 12% 2 Non US Military/Govt. 17% 21% 3 UK 10% 13% 3 Commercial/GA Aerospace 13% 13% 4 RoW 10% 11% 4 Other communication 11% 12% 28% 1 5 USA 55% 47% 5 Aviation Services 15% 18% of trading profit 2007: 25% 1. Two-thirds of Aviation Services revenue is for military and government contracts. See page 12 for more information 2 Cobham plc Annual Report and Accounts 2008 www.cobham.com Business overview 16 July 11 August 15 September 29 September 10 October 3 December US$40m LBT Transmitter Cobham selected to Jeremy Wensinger Complete purchase of Complete purchase of General (retired) Michael production order for provide radio and audio appointed President M/A-COM – global leader GMS – HD video W. Hagee appointed a Sensor & Antenna integrated management Designate Cobham in microwave systems transmission specialist Non-executive Director Systems, Lansdale system for A350 Defence Systems Cobham Defence Cobham Mission Cobham Aviation Systems Division Systems Division Services Division Moving and analysing information on Mission systems for extreme Outsourced aviation services the digital battlefield environments Capabilities Capabilities Capabilities • Sensor systems – radar, communication and • Air-to-air refuelling systems • Warfare training electronic warfare • Weapons carriage and release systems • Special mission operations • Antenna systems – microwave antennas, • Safety and survival systems • Flight inspection services composites and masts • Weapons systems • Support services • Defence communications – tactical • Space systems • Airline – outsourced commercial aviation communication, command and • Freight services control systems • Aerospace engineering • Analytic solutions – defence and national security Principal locations Employees* Principal locations Employees*