NEWS RELEASE 24 February 2015 GKN plc Results Announcement for the year ended 31 December 2014 Group Highlights(1) Sales increased 4% organically; decline of 2% after £403 million adverse currency translation impact Trading margin improved to 9.2% Profit before tax (management basis) up 4%, after £38 million of adverse currency more than offsetting the absence of restructuring costs of £25 million charged in 2013 Reported profit before tax was £221 million (2013: £484 million), lower primarily due to the £232 million movement on the mark to market valuation of forward foreign exchange contracts Earnings per share up 1%, impacted by an increased tax rate to 22% (2013: 20%) Total dividend increased 6% to 8.4 pence per share Return on average invested capital of 17.7% (2013: 17.3%) Free cash flow of £234 million (2013: £346 million), after £54 million repayment of a UK Government refundable advance and increased capital expenditure to fund future growth Net debt of £624 million, £108 million lower than last year. Management basis (1) As reported 2014 £m 2013 £m Change % 2014 £m 2013 £m Change % 7,456 7,594 -2 6,982 7,136 -2 687 661 +4 289 560 -48 9.2% 8.7% 50bps 601 578 +4 221 484 -54 Earnings per share 29.0p 28.7p +1 10.3p 24.2p -57 Dividend per share 8.4p 7.9p +6 8.4p 7.9p +6 Sales Operating profit Trading margin (%) Profit before tax Commenting on the results, Nigel Stein, Chief Executive of GKN said: “This was another good performance, particularly in our automotive businesses, with GKN Driveline delivering 8% organic sales growth and an 8.1% trading margin while GKN Powder Metallurgy achieved an 11.0% margin. GKN Aerospace delivered another good result. We have continued to outperform our key markets and report good underlying financial results in spite of sterling’s strength and some end market weakness, particularly in Land Systems. Looking forward we expect 2015 to be another year of growth.” Page 1 of 33 Divisional Highlights GKN Aerospace Organic growth of 4% in commercial aerospace with military broadly flat Commercial aircraft order book remains strong New work packages won exceeded $3 billion over contract lives GKN Driveline Growth significantly ahead of global auto production helped by our broad geographic footprint and increasing content per vehicle Trading margin of 8.1%, into target range of 8-10% Successful launch of first complete integrated all-wheel drive (AWD) system with Fiat-Chrysler GKN Powder Metallurgy Growth ahead of global auto production and trading margin of 11.0%, at top end of target range Continued expansion of Chinese production; upgrade of North American capacity in progress Strong focus on technology and £165 million annualised new and replacement business won GKN Land Systems Organic sales down 10% due to challenging agricultural equipment market Trading margin fell to 5.7% despite strong cost control Continued to broaden the business through investment to support industrial sales in North America and capability in China £120 million annualised new and replacement business won Outlook Commercial aircraft production should continue to be strong whereas military markets are forecast to decline. GKN Aerospace’s 2015 organic sales are expected to be broadly flat, reflecting these differing trends and the phasing of our programmes. However, a strong commercial order book supports attractive growth for GKN Aerospace over the medium term. In automotive, external forecasts predict growth in global light vehicle production of around 2% with increases in China and North America, and Europe flat. Against this background, GKN Driveline and GKN Powder Metallurgy are expected to continue to grow organically above the market. Softer global agricultural equipment markets are likely to more than offset the slight improvement in industrial markets. As a result, GKN Land Systems 2015 sales are expected to be lower than 2014 and an £8 million restructuring charge is planned to further reduce the fixed cost base. Although some markets remain challenging, 2015 is expected to be a year of further growth. Beyond 2015, we are well positioned to outperform in our large global markets. Page 2 of 33 Notes (1) Financial information set out in this announcement, unless otherwise stated, is presented on a management basis as defined on page 14. Quarterly Reporting Further to the recent developments in interim reporting requirements, GKN will not issue an IMS on its first quarter results but will give a trading update some time before the Annual General Meeting on 7 May 2015. Cautionary Statement This announcement contains forward looking statements which are made in good faith based on the information available at the time of its approval. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a number of risks and uncertainties that are inherent in any forward looking statement which could cause actual results to differ materially from those currently anticipated. Nothing in this document should be regarded as a profits forecast. Further Enquiries Analysts/Investors: Guy Stainer, Investor Relations Director, GKN plc T: +44 (0)207 463 2382 M: +44 (0)7739 778187 E: guy.stainer@gkn.com Media: Chris Fox, Group Communications Director, GKN plc T: +44 (0)1527 533238 M: +44 (0)7920 540051 E: chris.fox@gkn.com Andrew Lorenz, FTI Consulting T: +44 (0)203 727 1323 M: +44 (0)7775 641807 There will be an analyst and investor meeting today at 09.00am at UBS, Ground Floor Presentation Suite, 1 Finsbury Avenue, London EC2M 2PP. A live videocast of the presentation will be available at http://www.gkn.com/investorrelations/Pages/Webcasts.aspx. Slides will be put onto the GKN website approximately 45 minutes before the presentation is due to begin, and will be available to download from the GKN website at: http://www.gkn.com/investorrelations/Pages/results-and-presentations.aspx?year=2014. Questions will only be taken at the event. A live dial in facility will be available by telephoning: +44 (0) 1452 555 566, Conf ID: 82403591 A replay of the conference call will be available until 24 March on: Standard International Number: +44 (0) 1452 550 000 Replay Access Number: 82403591 This announcement together with the attached financial information thereto may be downloaded from: www.gkn.com/media/Pages/default.aspx. Page 3 of 33 NEWS RELEASE GKN plc Results Announcement for the year ended 31 December 2014 Group Overview Markets The Group operates in the global aerospace, automotive and land systems markets. GKN Aerospace sells to manufacturers of commercial and military aircraft, aircraft engines and equipment. In the automotive market, GKN Driveline sells to manufacturers of passenger cars and light vehicles. Around 80% of GKN Powder Metallurgy sales are also to the automotive market, with the balance to other industrial customers. GKN Land Systems sells to producers of agricultural, industrial, construction and mining equipment and to the automotive and commercial vehicle sectors. Results Group Sales (£m) Trading profit (£m) Trading margin (%) Return on average invested capital (%) 2014 2013 7,456 687 9.2% 17.7% 7,594 661 8.7% 17.3% Change (%) Headline Organic (2) 4 4 11 Organic sales increased £303 million (4%). The adverse effect of currency translation on management sales was £403 million (5%) and there was a £7 million benefit from acquisitions which was more than offset by a £45 million reduction due to disposals. Organic trading profit increased £66 million, due to the absence of restructuring costs (2013: £25 million), the strong performance of three of our divisions, lower profits from GKN Land Systems and £6 million net benefit from commercial settlements and provision releases. Adverse currency translation was £38 million and there was a £2 million reduction due to acquisitions and divestments. Group trading margin increased to 9.2% (2013: 8.7% or 9.0% excluding restructuring charges). Return on average invested capital (ROIC) increased to 17.7% (2013: 17.3%). Divisional Performance GKN Aerospace GKN Aerospace is a leading global tier one supplier of airframe and engine structures, components, assemblies and transparencies to a wide range of aircraft and engine prime contractors and other tier one suppliers. It operates in three main product areas: aerostructures, engine components and sub-systems, and special products. The overall aerospace market remained positive in 2014 driven by a growing commercial aircraft market partly offset by a declining military market. The division’s commercial sales were 73%, with military representing 27%. Commercial aircraft production is still growing. Both Airbus and Boeing continue to benefit from higher deliveries and a record order backlog, and both have announced plans to increase production levels for single aisle aircraft in the future. There is also more demand for strong global suppliers to support their expansion plans. Page 4 of 33 Military spending remains under pressure, largely driven by cutbacks throughout the USA and Europe, with the ramp-up of new programmes being delayed and overseas military operations reduced. The key financial results for the year are as follows: GKN Aerospace 2014 Sales (£m) Trading profit (£m) Trading margin (%) Return on average invested capital (%) 2,226 277 12.4% 17.7% 2013 2,243 266 11.9% 17.8% Change (%) Headline Organic (1) 3 4 7 Overall, GKN Aerospace’s organic sales were £59 million higher (3%). There was an adverse £76 million (3%) impact from currency translation. Organic commercial aerospace sales were 4% higher, driven by increased demand for the Boeing 787, A350 and engine spares, partly offset by lower A330 and A380 sales and a £17 million reduction due to the previously announced supply chain contract taken back in-house by Airbus in May 2013. Military sales were broadly flat as spares on programmes which ceased production were offset by lower sales for F/A-18 Super Hornet and UH-60 Blackhawk helicopter. The organic increase in trading profit was £18 million, the impact from currency on translation of results was £10 million adverse (4%) and there was a £3 million benefit relating to losses from the Composite Technology and Applications Limited (CTAL) disposal in 2013. Each year there are commercial issues and provision movements which impact the results. This year they amounted to a £4 million net benefit, which included a credit of £11 million as progress was made on an onerous contract partly offset by a £7 million charge for customer claims. Trading profit also included income of £8 million (2013: £5 million) for milestones achieved in relation to CTAL, which is not expected to be repeated in 2015. Other factors included improved commercial spares sales and higher volumes on new programmes offset by lower military sales on mature programmes. Further start-up operating losses at the new A350 facility were £8 million (2013: loss of £11 million). Trading margin was 12.4% (2013: 11.9%). Return on average invested capital was 17.7% (2013: 17.8%), following the repayment of a Government advance in the first half of the year. During the year a number of important milestones were achieved including: a new 7% (US$2.5 billion) risk and revenue sharing partnership (RRSP) with Pratt & Whitney covering the supply of components for the PurePower® PW1900 Geared Turbofan™ engine for the Embraer 190 and the 195-E2 narrow body aircraft; a long term agreement (LTA) worth more than US$200 million with Rolls-Royce to supply components for the latest version of the Trent 1000 engine, a capability enhancement of the existing Trent 1000 engine for the Boeing 787; a contract from Boeing for the final assembly and paint of Advanced Technology (AT) Winglets for the new 737 MAX; investment and work being transferred into our low cost manufacturing facilities in Mexico; and leading collaborative projects backed by the UK’s Aerospace Technology Institute for additive manufacturing and future wing research. Page 5 of 33 Automotive market Production in the major automotive markets of China, North America, Europe and Japan increased relative to 2013, while Brazil and India declined. Overall, global production volumes increased 3.1% to 87.4 million vehicles (2013: 84.8 million). Car and light vehicle production (rounded millions of units) Europe North America Brazil Japan China India Others Total – global Source: IHS Automotive; (*) 2014 20.1 17.0 3.0 9.2 22.6 3.6 11.9 87.4 2013 19.5 16.2 3.5 9.1 20.9 3.7 11.9 84.8 Growth (%)(*) 3.3 5.2 -14.1 2.1 8.1 -1.7 0.0 3.1 Growth is derived from unrounded production figures Production in Europe increased despite a large decline in Russia due to political uncertainty. Production of premium vehicles remained robust due to export demand while there was some recovery in smaller low cost vehicles helped by state and OEM incentives. Production in North America benefitted from improved consumer confidence and further localisation of foreign manufacturers’ capacity. Production growth in China slowed with the general economy, but still increased 8% due to strong consumer demand. Japanese production increased 2% due to a strong first quarter to satisfy demand prior to April’s consumption tax increase but production weakened thereafter and offshoring of production continued. The markets of Brazil and India were down as a result of weak economic conditions and low consumer confidence. External forecasts anticipate global production in 2015 will increase 2% to 89.5 million vehicles. The major markets where production is expected to grow the most include China (7%), India (6%) and North America (3%). Production in Europe is forecast to be virtually flat on 2014 as any increase in western Europe is offset by continued problems in Russia. Brazil is forecast to increase 2% compared with a very weak 2014 and Japan is expected to contract by 5%. GKN Driveline GKN Driveline is the world’s leading supplier of automotive driveline systems and solutions. As a global business serving the leading vehicle manufacturers, it develops, builds and supplies an extensive range of automotive driveline products and systems – for use in everything from the smallest low-cost car to the most sophisticated premium vehicle demanding complex driving dynamics. The key financial results for the year are as follows: GKN Driveline Sales (£m) Trading profit (£m) Trading margin (%) Return on average invested capital (%) 2014 2013 3,444 280 8.1% 19.3% 3,416 246 7.2% 17.0% Page 6 of 33 Change (%) Headline Organic 1 8 14 23 Organic sales increased by £265 million (8%) compared with global vehicle production which was up 3%. The adverse effect of currency translation was £226 million (7%) and the impact from disposals was £11 million, being the proportionate loss of sales from a wholly owned business in China which was transferred into our Shanghai GKN HUAYU Driveline Systems Co Limited (SDS) joint venture in November 2013. Constant Velocity Jointed (CVJ) Systems accounted for 60% of sales and non-CVJ sales were 40%. GKN Driveline’s market outperformance was broadly based across the main markets reflecting recent market share gains, a stronger position in premium vehicles, demand for which continued to be good, and GKN Driveline’s broadening product mix, particularly with all-wheel drive (AWD) systems. GKN Driveline slightly underperformed the market in Japan due to our specific programme mix. The organic improvement in trading profit was £53 million, including the absence of £16 million of restructuring charges reported in 2013. The adverse impact of currency translation on trading profit was £18 million (8%). Each year there are commercial settlements and provision movements which impact the results. In 2014, whilst individually larger than usual, they amounted to a £2 million net benefit. This £2 million included a commercial settlement credit of £14 million and a credit of £5 million as progress was made on an onerous contract, partly offset by a higher than usual £17 million charge for warranty and quality claims. GKN Driveline’s trading margin was 8.1% (2013: 7.2%, or 7.7% excluding restructuring charges), reflecting higher organic revenue growth. Return on average invested capital increased to 19.3% (2013: 17.0%). During the year, over £700 million of annualised sales in new and replacement business was secured in CVJ and AWD systems and a number of important milestones were achieved, including: expanding facilities in Mexico and AWD capacity in Newton, USA; expanding facilities in China with new Power Transfer Unit (PTU) wins and localisation of AWD products from Europe and North America; design and launch of the world’s first integrated disconnect AWD system for Fiat Chrysler’s small SUV platform; eAxle new launches on advanced plug-in hybrid supercars, with the world’s first 2-speed eTransmission on the BMW i8 and Porsche awarding GKN Driveline “Technology Partner” status for its development of a high-performance eAxle for the 918 Spyder; and 11 customer awards, including from Ford, GM, Mitsubishi, Nissan and Volvo. GKN Powder Metallurgy GKN Powder Metallurgy comprises GKN Sinter Metals and Hoeganaes. GKN Sinter Metals is the world’s leading manufacturer of precision automotive sintered components as well as components for industrial and consumer applications. Hoeganaes is one of the world’s leading manufacturers of metal powder, the essential raw material for powder metallurgy. The key financial results for the year are as follows: GKN Powder Metallurgy Sales (£m) Trading profit (£m) Trading margin (%) Return on average invested capital (%) 2014 2013 916 101 11.0% 21.8% 932 94 10.1% 21.1% Change (%) Headline Organic (2) 5 7 15 Organic sales at GKN Powder Metallurgy were £40 million higher (5%). There was an adverse £56 million (6%) impact from currency translation. Good growth was achieved in North America, China and Europe but sales in South America fell due to weaker automotive and industrial markets. Page 7 of 33 The organic increase in profit was £13 million, including the absence of £5 million of restructuring charges reported in 2013. The impact of currency translation was £6 million adverse (7%). The divisional trading margin was 11.0% (2013: 10.1%, or 10.6% excluding restructuring charges), reflecting the move towards higher value “design for powder metallurgy” parts. Return on average invested capital was 21.8% (2013: 21.1%), reflecting the improvement in profitability. GKN Powder Metallurgy continued its strong product and development activities in engines and transmissions, being awarded £165 million of annualised sales in new and replacement business. It also won a number of quality awards including: Excellent Supplier Award and Zero PPM 2014 Award from GETRAG (Jiangxi) Transmission Co., Ltd.; and four Supplier Quality Excellence awards from General Motors. Reflecting our move into more advanced applications of powder metal technologies, GKN Powder Metallurgy is expanding its facilities in North America with more complex and efficient tooling and presses. It has signalled its commitment to the Chinese market with the expansion of its two production facilities there and also announced a technology collaboration agreement with McPhy Energy to develop solid state hydrogen storage solutions. During the year, Hoeganaes made progress in the development and commercialisation of high technology powders for additive manufacturing. For example, highly alloyed tool steels, nickel based alloys and specialised stainless steel powders have been developed and the first commercial shipments made. Early development work also progressed on titanium powders for additive manufacturing. A new research titanium atomizer is currently being installed at the Powder Innovation Centre in the USA and will be commissioned during the first half of 2015. GKN Land Systems GKN Land Systems is a leading supplier of power management products and services. It designs, manufactures and supplies products and services for the agricultural, construction, mining and utility vehicle markets and key industrial segments, offering integrated powertrain solutions and complete in-service support. Sales in GKN Land Systems were lower than the prior year primarily due to progressively worsening agricultural equipment markets while demand for construction and industrial equipment remained relatively stable. The key financial results for the year are as follows: GKN Land Systems Sales (£m) Trading profit (£m) Trading margin (%) Return on average invested capital (%) 2014 2013 776 44 5.7% 11.4% 899 75 8.3% 18.3% Change (%) Headline Organic (14) (10) (41) (38) The organic decrease in sales was £84 million (10%) and the adverse impact of currency translation was £40 million (5%). The organic decrease in sales included £14 million due to the previously announced cessation of two chassis contracts in the second half of 2013. The acquisition impact of £1 million related to our wheels venture in China. The organic decrease in trading profit was £27 million, including the absence of £3 million of restructuring charges in 2013. The negative impact of currency translation was £4 million (6%). Trading margin was 5.7% (2013: 8.3%, or 8.7% excluding restructuring charges). In 2015, there is expected to be an £8 million restructuring charge reflecting actions being taken to further reduce the fixed cost base in response to difficult market conditions. Return on average invested capital was 11.4% (2013: 18.3%). Page 8 of 33 Good progress was made towards winning new business and implementing the GKN Land Systems strategy through broadening its product offering and geographic footprint, particularly investing to support industrial product sales in North America and enhancing capacity in China. Other Businesses and corporate costs GKN’s Other Businesses comprise Cylinder Liners (which is a 59% owned venture mainly in China, manufacturing engine liners for the truck market in the US, Europe and China), our joint venture stake in EVO Electric (a developer of axial flux motors) and the activities relating to GKN Hybrid Power, acquired on 1 April 2014 from Williams Grand Prix Engineering Limited. Since the acquisition, GKN Hybrid Power has secured orders to fit 750 buses with its innovative fuel-saving solution. GKN sold its 50% stake in Emitec for a cash consideration of £37 million on 31 July 2014. GKN’s Other Businesses reported combined sales in the year of £94 million (2013: £104 million), reflecting a £23 million organic increase in sales and £6 million benefit from acquisitions, more than offset by the £34 million impact from disposals and £5 million adverse currency translation. Trading profit was £5 million (2013: £5 million). Corporate costs, which comprise the costs of stewardship of the Group and operating charges and credits associated with the Group’s legacy businesses, were £20 million (2013: £25 million), primarily due to a lower charge in relation to future incentive schemes. Other Financial Information Items excluded from management trading profit In order to achieve consistency and comparability between reporting periods the following items are excluded from management measures as they do not reflect trading activity: Change in value of derivative and other financial instruments The change in value of derivative and other financial instruments during the year resulted in a loss of £209 million (2013: profit of £26 million). When the business wins long term customer contracts that are in a foreign currency, the Group offsets the potential volatility of the future cash flows by hedging through forward foreign exchange contracts. At each period end, the Group is required to mark to market these contracts even though it has no intention of closing them out in advance of their maturity dates. At 31 December 2014, the net fair value of such instruments was a liability of £180 million (2013: asset of £52 million) and the change in fair value during the year was a £232 million charge (2013: £19 million credit). There was also a £4 million credit arising from the change in the fair value of embedded derivatives in the year (2013: £4 million charge) and a net gain of £19 million attributable to the currency impact on Group funding balances (2013: £11 million net gain). Amortisation of non-operating intangible assets arising on business combinations The charge for the amortisation of non-operating intangible assets arising on business combinations (for example, customer contracts, order backlog, technology and intellectual property rights) was £69 million (2013: £75 million). Page 9 of 33 Gains and losses on changes in Group structure The net gain on changes in Group structure was £24 million (2013: £12 million). On 31 July 2014, the Group sold its 50% share in Emitec, a joint venture company, for a cash consideration of £37 million. The carrying value on the date of disposal was £14 million and £1 million of previous currency variations were reclassified from other reserves resulting in a profit on sale of £24 million. Impairment charges Consistent with previous years, goodwill was tested for impairment. As a result of difficult markets and reduced sales of certain products during the year an impairment charge of £69 million (2013: nil) has been recorded in respect of three cash generating units; two in Aerospace and one in Land Systems. Additionally, an impairment charge has been recorded against the carrying value of an investment balance of £4 million in Other Businesses. Post-tax earnings of joint ventures On a management basis, the sales and trading profits of joint ventures are included pro-rata in the individual divisions to which they relate, although shown separately post-tax in the statutory income statement. The Group’s share of post-tax earnings on a management basis were £62 million (2013: £54 million), with trading profit of £75 million (2013: £64 million). The Group’s share of the tax and interest charges amounted to £13 million (2013: £10 million). Underlying trading profit increased £13 million, reflecting a strong trading performance by our joint venture companies, primarily in China. Net financing costs Net financing costs totalled £129 million (2013: £128 million) and comprise the net interest payable of £73 million (2013: £73 million), the non-cash charge on post-employment benefits of £50 million (2013: £45 million), fair value changes in net investment hedges of £3 million credit (2013: nil) and charge for unwind of discounts of £9 million (2013: £10 million). The non-cash charge on postemployment benefits, fair value changes in net investment hedges and unwind of discounts are not included in management figures. Details of the assumptions used in calculating post-employment costs are provided in note 14. Interest payable was £75 million (2013: £76 million), whilst interest receivable was £2 million (2013: £3 million) resulting in net interest payable of £73 million (2013: £73 million). Interest charged on Government refundable advances was £7 million (2013: £6 million). Profit before tax Management profit before tax was £601 million (2013: £578 million). Profit before tax on a statutory basis was £221 million (2013: £484 million). The main differences between management and statutory figures are the change in value of derivative and other financial instruments, amortisation of non-operating intangible assets arising on business combinations, impairment charges and the interest charge on net defined benefit pension plans. Further details are provided in note 3 to the financial statements. Page 10 of 33 Taxation The book tax rate on management profits of subsidiaries was 22% (2013: 20%), arising as a £121 million tax charge (2013: £105 million) on management profits of subsidiaries of £539 million (2013: £524 million). The book tax rate is likely to increase at a similar rate in 2015. The Group’s theoretical weighted average tax rate, which assumes that book profits/losses are taxed at the statutory tax rates in the countries in which they arise, is 37% (2013: 34%). The book tax rate was significantly lower, largely because of the recognition of deferred tax assets (mainly in the US) due to increased confidence in the Group’s ability both to access the losses and realise future taxable profits that absorb brought forward tax deductions. The cash tax rate was 13% (2013: 10%), primarily due to the utilisation of prior years’ tax losses. The cash tax rate is expected to be similar to the book tax rate in 2015. The tax rate on statutory profits of subsidiaries was 29% (2013: 18%) arising as a £47 million tax charge (2013: £77 million charge) on statutory profits of subsidiaries of £160 million (2013: £432 million). Non-controlling interests The profit attributable to non-controlling interests was £5 million (2013: £12 million, including £8 million from the pension partnership arrangement). Earnings per share Management earnings per share was 29.0 pence (2013: 28.7 pence). Average shares outstanding in 2014 were 1,640.6 million (2013: 1,634.7 million). On a statutory basis earnings per share was 10.3 pence (2013: 24.2 pence), lower primarily due to the loss on mark to market of foreign exchange hedging contracts and impairment charges. Dividend In view of the continued improvement in trading performance and taking into account the Group’s future prospects, the Board has decided to recommend a final dividend of 5.6 pence per share (2013: 5.3 pence per share). The total dividend for the year will, therefore, be 8.4 pence per share (2013: 7.9 pence per share). The Group’s objective is to have a progressive dividend policy reflecting growth in earnings per share and free cash flow generation. The final dividend is payable on 18 May 2015 to shareholders on the register at 10 April 2015. Shareholders may choose to use the Dividend Reinvestment Plan (DRIP) to reinvest the final dividend. The closing date for receipt of new DRIP mandates is 24 April 2015. Cash flow Operating cash flow, which is defined as cash generated from operations of £765 million (2013: £782 million) adjusted for capital expenditure (net of proceeds from capital grants) of £403 million (2013: £349 million), proceeds from the disposal/realisation of fixed assets of £19 million (2013: £4 million) and repayment of the principal of a government refundable advance in the UK of £38 million (2013: nil) was an inflow of £343 million (2013: £437 million). Within operating cash flow there was an outflow of working capital and provisions of £33 million (2013: £47 million outflow). Page 11 of 33 Capital expenditure (net of proceeds from capital grants) on both tangible and intangible assets totalled £403 million (2013: £349 million). Of this, £328 million (2013: £273 million) was on tangible fixed assets and was 1.5 times (2013: 1.2 times) the depreciation charge, higher than the previous year due to additional investment in the Automotive businesses in North America. Expenditure on intangible assets, mainly initial non-recurring costs on Aerospace programmes, totalled £75 million (2013: £76 million). The Group invested £161 million in the year (2013: £149 million) on research and development activities not qualifying for capitalisation, net of customer and government funding. Net interest paid totalled £83 million (2013: £65 million) including £16 million of previously accrued interest on a government refundable advance. Tax paid in the year was £68 million (2013: £52 million). Free cash flow Free cash flow, which is operating cash flow including joint venture dividends and after interest, tax, amounts paid to non-controlling interests and own shares purchased but before dividends paid to GKN shareholders, was an inflow of £234 million (2013: £346 million). The year on year change reflects increased capital expenditure of £54 million, repayment of a government refundable advance in the UK relating to the A350 programme of £54 million (including interest) and incremental pension funding of £12 million. Net debt At the end of the year, the Group had net debt of £624 million (2013: £732 million) after payment of a government refundable advance (including accrued interest) of £54 million. In September 2014, the Group entered into a series of cross currency interest rate swaps to better align its foreign currency income receipts with its debt coupon payments. The fair value of these derivative instruments at 31 December 2014 was a liability of £26 million which is included in the net debt figure of £624 million. Pensions and post-employment obligations GKN operates a number of defined benefit pension schemes and historic retiree medical plans across the Group. At 31 December 2014, the total deficit on post-employment obligations of the Group totalled £1,711 million (2013: £1,271 million), comprising the deficits on funded obligations of £1,095 million (2013: £763 million) and on unfunded obligations of £616 million (2013: £508 million). The total deficit represents a £440 million increase since 31 December 2013 which is due primarily to significantly lower discount rates in all of the major territories where GKN operates post-retirement schemes. New US mortality assumptions have also contributed to the increase in the deficit, and these factors have been partly offset by strong asset performance. The amount included within trading profit for the period comprises current service cost of £49 million (2013: £51 million) and administrative costs of £3 million (2013: £3 million), offset by a settlement credit of £9 million. The settlement credit related to a voluntary programme run in the US which offered deferred members the opportunity to take a cash lump sum in lieu of a future pension. Interest on net defined benefit plans, which is excluded from management figures, was £50 million (2013: £45 million). Cash contributions to the various defined benefit pension schemes and retiree medical arrangements totalled £108 million (2013: £112 million). Page 12 of 33 UK pensions The accounting deficit for UK schemes increased to £1,005 million (2013: £714 million), due to the application of lower discount rates. Both UK pension schemes (GKN 1 a mature scheme and GKN 2 with a larger active and deferred population) underwent funding valuations as at 5 April 2013 and final agreement was reached on the valuation and resulting deficit recovery plan for each scheme during the year. The agreed deficit recovery plan requires payments of £10 million per year and the potential for further additional payments commencing in 2016, contingent upon asset performance. The first payment of £10 million was made during the year. This is in addition to a £30 million (2013: £30 million) annual payment made under the Group’s pension partnership arrangement. Early in the year, a bulk annuity pensioner “buy-in” was completed in relation to the UK pension scheme, GKN 1, as a result of which a proportion (c.12%) of GKN 1 liabilities are now fully insured. The transaction involved a payment of £123 million, made from GKN 1’s assets. This gave rise to an additional scheme funding requirement of £8 million which the Group will pay to GKN 1 over a 4 year period. The first payment of £2 million was made during the year. Defined contribution pension schemes In addition to defined benefit pension schemes, the Group also operates a number of defined contribution schemes for which the income statement charge was £35 million (2013: £34 million). Net assets Net assets of £1,501 million were £294 million lower than the December 2013 year end figure of £1,795 million. The decrease includes management profit after tax of £480 million more than offset by dividends paid to equity shareholders of £133 million, currency on translation of subsidiaries and joint ventures net of tax and the change in value of derivative and other financial instruments of £182 million and a loss on remeasurement of defined benefit plans of £485 million. Exchange rates Exchange rates used for currencies most relevant to the Group’s operations are: Average Euro US dollar 2014 1.24 1.65 Year End 2013 1.18 1.57 2014 1.29 1.56 2013 1.20 1.66 The approximate impact on 2014 trading profit of subsidiaries and joint ventures of a 1% movement in the average rate would be euro - £1 million, US dollar - £4 million. Funding, liquidity and going concern At 31 December 2014, UK committed bank facilities were £880 million. Within this amount there are committed revolving credit facilities of £800 million (31 December 2013: £837 million) and an £80 million eight-year amortising facility from the European Investment Bank (EIB). The revolving credit facilities of £800 million, renegotiated during the year, mature in 2019, whilst the first of five equal, annual £16 million EIB repayments falls due in 2015. At 31 December 2014, the £80 million EIB facility was fully drawn (2013: £80 million fully drawn) and there were no drawings on any of the UK revolving credit facilities (2013: no drawings). Capital market borrowings at 31 December 2014 comprised a £350 million 6.75% annual unsecured bond maturing in October 2019 and a £450 million 5.375% semi-annual unsecured bond maturing in September 2022. Page 13 of 33 As at 31 December 2014, the Group had net debt of £624 million (31 December 2013: £732 million). All of the Group’s committed credit facilities have financial covenants requiring EBITDA of subsidiaries to be at least 3.5 times net interest payable and for net debt to be no greater than 3 times EBITDA of subsidiaries. The covenants are tested every six months using the previous 12 months’ results. For the 12 months to 31 December 2014, EBITDA was 11.8 times greater than net interest payable, whilst net debt was 0.7 times EBITDA. The Group entered into a series of cross currency interest rate swaps during the year to better align its foreign currency income receipts in USD and EUR with its debt and had the effect of converting its Sterling bonds into US Dollars ($951 million) and Euros (€284 million). The cross currency interest rate swaps have been designated as a net investment hedge of the Group’s USD and EUR net assets. The fair value of the cross currency interest rate swaps at 31 December 2014 was a liability of £26 million (2013: nil). The Directors have taken into account both divisional and Group forecasts for the 18 months from the balance sheet date to assess the future funding requirements of the Group and compared them to the level of committed available borrowing facilities, described above. The Directors have concluded that the Group will have a sufficient level of headroom in the foreseeable future and that the likelihood of breaching covenants in this period is remote, such that it is appropriate for the financial statements to be prepared on a going concern basis. Definitions Financial information set out in this announcement, unless otherwise stated, is presented on a management basis which aggregates the sales and trading profit of subsidiaries (excluding certain subsidiary businesses sold and closed) with the Group’s share of the sales and trading profit of joint ventures. References to trading margins are to trading profit expressed as a percentage of sales. Management profit or loss before tax is management trading profit less net subsidiary interest payable and receivable and the Group’s share of net interest payable and receivable and taxation of joint ventures. These figures better reflect performance of continuing businesses. Where appropriate, reference is made to organic results which exclude the impact of acquisitions/divestments as well as currency translation on the results of overseas operations. Operating cash flow is cash generated from operations adjusted for capital expenditure, government capital grants, proceeds from disposal of fixed assets and government refundable advances. Free cash flow is operating cash flow including interest, tax, joint venture dividends, own shares purchased and amounts paid to non-controlling interests, but excluding dividends paid to GKN shareholders. Return on average invested capital (ROIC) is management trading profit as a percentage of average total net assets of continuing subsidiaries and joint ventures excluding current and deferred tax, net debt, post-employment obligations and derivative financial instruments. Page 14 of 33 APPENDICES Page GKN Consolidated Financial Information Consolidated Income Statement for the year ended 31 December 2014 16 Consolidated Statement of Comprehensive Income for the year ended 31 December 2014 17 Consolidated Statement of Changes in Equity for the year ended 31 December 2014 18 Consolidated Balance Sheet at 31 December 2014 19 Consolidated Cash Flow Statement for the year ended 31 December 2014 20 Notes to the News Release 21 - 33 Page 15 of 33 Consolidated Income Statement For the year ended 31 December 2014 Notes 2014 £m 2013 £m Sales 2 6,982 7,136 Trading profit Change in value of derivative and other financial instruments Amortisation of non-operating intangible assets arising on business combinations Gains and losses on changes in Group structure Impairment charges Operating profit 2 4 612 (209) 597 26 5 6 7 (69) 24 (69) 289 (75) 12 560 61 52 (75) 2 (56) (129) (76) 3 (55) (128) 221 484 (47) 174 (77) 407 5 5 169 174 4 8 12 395 407 10.3 10.2 24.2 23.8 Share of post-tax earnings of joint ventures Interest payable Interest receivable Other net financing charges Net financing costs 8 8 Profit before taxation Taxation Profit after taxation for the year 9 Profit attributable to other non-controlling interests Profit attributable to the Pension partnership Profit attributable to non-controlling interests Profit attributable to owners of the parent Earnings per share – pence Continuing operations – basic Continuing operations – diluted 10 Page 16 of 33 Consolidated Statement of Comprehensive Income For the year ended 31 December 2014 Notes Profit after taxation for the year Other comprehensive income Items that may be reclassified to profit or loss Currency variations – subsidiaries Arising in year Reclassified in year Currency variations – joint ventures Arising in year Reclassified in year Net investment hedge changes in fair value Arising in year Reclassified in year Taxation Items that will not be reclassified to profit or loss Remeasurement of defined benefit plans Subsidiaries Joint ventures Taxation Total comprehensive income for the year Total comprehensive income for the year attributable to: Owners of the parent Other non-controlling interests Pension partnership Non-controlling interests Page 17 of 33 9 14 9 2014 £m 174 2013 £m 407 47 - (114) - 2 (1) (1) - (30) 9 27 1 (114) (485) 122 (363) (162) 60 (28) 32 325 (167) 5 5 (162) 315 2 8 10 325 Consolidated Statement of Changes in Equity For the year ended 31 December 2014 Non-controlling interests Other reserves Notes At 1 January 2014 Profit for the year Equity attributable to equity Other holders of reserves the parent £m £m Share capital £m Capital redemption reserve £m Share premium account £m 166 298 139 1,392 111 (197) (134) 1,775 - - - - 169 - - - 169 - Retained Exchange earnings reserve £m £m Hedging reserve £m Pension partnership £m Other £m Total equity £m 20 1,795 5 174 Other comprehensive - - - (363) 57 (30) - (336) - - (336) Total comprehensive income - - - (194) 57 (30) - (167) - 5 (162) Share-based payments - - - 3 - - - 3 - - 3 Share options exercised - - - 1 - - - 1 - - 1 Purchase of non-controlling interests - - - - - - - - - (1) (1) - - - (133) - - - (133) - - (133) (2) income/(expense) Dividends paid to equity shareholders 11 Dividends paid to non-controlling - - - - - - - - - (2) At 31 December 2014 166 298 139 1,069 168 (227) (134) 1,479 - 22 1,501 At 1 January 2013 166 298 139 1,079 223 (197) (134) 1,574 334 19 1,927 - - - 395 - - - 395 8 4 interests Profit for the year 407 Other comprehensive - - - 32 (112) - - (80) - (2) (82) Total comprehensive income income/(expense) - - - 427 (112) - - 315 8 2 325 Share-based payments - - - 14 - - - 14 - - 14 Share options exercised - - - 8 - - - 8 - - 8 14 - - - - - - - - (10) - (10) 14 - - - (10) - - - (10) (332) - (342) - - - - - - - - - 2 2 - - - (5) - - - (5) - - (5) - - - (121) - - - (121) - - (121) (3) Distribution from Pension partnership to UK Pension scheme Amendment to the Pension partnership arrangement Addition of non-controlling interests Purchase of own shares by Employee Share Ownership Plan Trust Dividends paid to equity shareholders 11 Dividends paid to non-controlling interests At 31 December 2013 - - - - - - - - - (3) 166 298 139 1,392 111 (197) (134) 1,775 - 20 1,795 Other reserves include accumulated reserves where distribution has been restricted due to legal or fiscal requirements and accumulated adjustments in respect of piecemeal acquisitions. Page 18 of 33 Consolidated Balance Sheet At 31 December 2014 2014 £m 2013 £m 498 944 2,060 174 44 16 407 4,143 544 932 1,945 179 52 52 225 3,929 971 1,226 8 10 3 319 2,537 6,680 931 1,142 11 42 184 2,310 6,239 12 (43) (76) (1,611) (125) (51) (1,906) (27) (11) (1,485) (135) (55) (1,713) 12 (877) (148) (223) (202) (112) (1,711) (3,273) (5,179) (889) (37) (178) (237) (119) (1,271) (2,731) (4,444) Net assets 1,501 1,795 Shareholders' equity Share capital Capital redemption reserve Share premium account Retained earnings Other reserves Equity attributable to equity holders of the parent Non-controlling interests Total equity 166 298 139 1,069 (193) 1,479 22 1,501 166 298 139 1,392 (220) 1,775 20 1,795 Notes Assets Non-current assets Goodwill Other intangible assets Property, plant and equipment Investments in joint ventures Other receivables and investments Derivative financial instruments Deferred tax assets Current assets Inventories Trade and other receivables Current tax assets Derivative financial instruments Other financial assets Cash and cash equivalents 12 Total assets Liabilities Current liabilities Borrowings Derivative financial instruments Trade and other payables Current tax liabilities Provisions Non-current liabilities Borrowings Derivative financial instruments Deferred tax liabilities Trade and other payables Provisions Post-employment obligations 14 Total liabilities Page 19 of 33 Consolidated Cash Flow Statement For the year ended 31 December 2014 Notes Cash flows from operating activities Cash generated from operations Interest received Interest paid Costs associated with refinancing Tax paid Dividends received from joint ventures 13 Cash flows from investing activities Purchase of property, plant and equipment Receipt of government capital grants Purchase of intangible assets Proceeds from sale and realisation of fixed assets Payment of deferred and contingent consideration Acquisition of subsidiaries (net of cash acquired) Proceeds from sale of businesses (net of cash disposed and fees) Repayment of government refundable advance Proceeds from sale of joint venture Investments in joint ventures Joint venture loan settlement Cash flows from financing activities Distribution from Pension partnership to UK Pension scheme Purchase of own shares by Employee Share Ownership Plan Trust Purchase of non-controlling interests Proceeds from exercise of share options Amounts placed on deposit Proceeds from borrowing facilities Repayment of other borrowings Finance lease payments Dividends paid to shareholders Dividends paid to non-controlling interests Movement in cash and cash equivalents Cash and cash equivalents at 1 January Currency variations on cash and cash equivalents Cash and cash equivalents at 31 December Page 20 of 33 13 6 14 11 13 2014 £m 2013 £m 765 2 (82) (3) (68) 44 658 782 6 (71) (52) 44 709 (329) 1 (75) 19 (6) (8) (274) 1 (76) 4 (74) - (38) 37 8 (391) 2 3 (13) (427) - (10) (1) 1 (3) 66 (63) (133) (2) (135) 132 181 4 317 (5) 8 10 (93) (1) (121) (3) (215) 67 124 (10) 181 Notes to the News Release For the year ended 31 December 2014 1 Basis of preparation The financial information for the year ended 31 December 2014 contained in this News Release was approved by the Board on 23 February 2015. This announcement does not constitute statutory accounts of the Company within the meaning of Section 435 of the Companies Act 2006, but is derived from those accounts, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed and adopted for use by the European Union. This information has been prepared under the historical cost method except where other measurement bases are required to be applied under IFRS, using all standards and interpretations required for financial periods beginning 1 January 2014. No standards or interpretations have been adopted before the required implementation date. Statutory accounts for the year ended 31 December 2013 have been delivered to the Registrar of Companies. Statutory accounts for the year ended 31 December 2014 will be delivered to the Registrar of Companies following the Company’s Annual General Meeting. The auditors have reported on those accounts. Their reports were not qualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. 2 Segmental analysis (a) Sales Aerospace £m 2014 Subsidiaries Joint ventures 2,226 2,226 Automotive Powder Driveline Metallurgy £m £m 3,050 394 3,444 916 916 Land Systems £m Total £m 752 24 776 7,362 94 7,456 (474) 6,982 Other businesses Management sales Less: Joint venture sales Income statement – sales 2013 Subsidiaries Joint ventures 2,243 2,243 Other businesses Management sales Less: Joint venture sales Income statement – sales 3,062 354 3,416 932 932 870 29 899 7,490 104 7,594 (458) 7,136 Page 21 of 33 Notes to the News Release For the year ended 31 December 2014 2 Segmental analysis (continued) (b) Trading profit Aerospace £m 2014 Trading profit before depreciation, impairment and amortisation Depreciation and impairment of property, plant and equipment Amortisation of operating intangible assets Trading profit – subsidiaries Trading profit – joint ventures Automotive Powder Driveline Metallurgy £m £m Land Systems £m 356 325 137 60 (55) (24) 277 277 (109) (6) 210 70 280 (35) (1) 101 101 (17) (1) 42 2 44 Total £m 702 5 (20) 687 (75) 612 Other businesses Corporate and unallocated costs Management trading profit Less: Joint venture trading profit Income statement – trading profit Aerospace £m 2013 Trading profit before depreciation, impairment and amortisation Depreciation and impairment of property, plant and equipment Amortisation of operating intangible assets Trading profit – subsidiaries Trading profit/(loss) – joint ventures Automotive Powder Driveline Metallurgy £m £m Land Systems £m 355 309 129 92 (60) (26) 269 (3) 266 (122) (5) 182 64 246 (35) 94 94 (18) (1) 73 2 75 Other businesses Corporate and unallocated costs Management trading profit Less: Joint venture trading profit Income statement – trading profit Total £m 681 5 (25) 661 (64) 597 No income statement items between trading profit and profit before tax are allocated to management trading profit, which is the Group’s segmental measure of profit or loss. During the year ended 31 December 2014, the Group has recorded a net credit of £2 million in the trading profit of Driveline relating to; commercial settlement of a supply agreement (credit £14 million) and other resolved items (credit £5 million) partially offset by warranty related matters (charge £17 million). In addition the Group has recorded a net credit of £12m in the trading profit of Aerospace relating to; achievement of specific milestones subsequent to the 2013 sale of rights to certain of its intellectual property (credit £8 million, 2013: £5 million) and commercial progress on an onerous contract (credit £11 million) partially offset by contractual matters with a customer (charge £7 million). During the year ended 31 December 2013, the Group charged £25 million of restructuring costs in trading profit relating to: Driveline (£16 million), Powder Metallurgy (£5 million), Land Systems (£3 million) and other businesses (£1 million). In relation to a restructuring charge recorded in 2012 for Aerospace Engine Systems, £4 million was released in 2013. Page 22 of 33 Notes to the News Release For the year ended 31 December 2014 3 Adjusted performance measures (a) Reconciliation of reported and management performance measures 2014 As reported £m 6,982 Joint ventures £m 474 Exceptional and nontrading items £m - Management basis £m 7,456 612 75 - 687 (209) - 209 - (69) 24 (69) 289 75 69 (24) 69 323 687 61 (75) 1 (13) Interest payable Interest receivable Other net financing charges Net financing costs Profit before taxation (75) 2 (56) (129) 221 - 56 56 380 (75) 2 (73) 601 Taxation Profit after tax for the year Profit attributable to non-controlling interests Profit attributable to owners of the parent Earnings per share - pence (47) 174 (5) 169 10.3 - (74) 306 306 18.7 (121) 480 (5) 475 29.0 Sales Trading profit Change in value of derivative and other financial instruments Amortisation of non-operating intangible assets arising on business combinations Gains and losses on changes in Group structure Impairment charges Operating profit Share of post-tax earnings of joint ventures 2013 As reported £m 7,136 Joint ventures £m 458 Exceptional and nontrading items £m - Management basis £m 7,594 597 64 - 661 26 - (26) - (75) 12 560 64 75 (12) 37 661 52 (64) 2 (10) Interest payable Interest receivable Other net financing charges Net financing costs Profit before taxation (76) 3 (55) (128) 484 - 55 55 94 (76) 3 (73) 578 Taxation Profit after tax for the year Profit attributable to non-controlling interests Profit attributable to owners of the parent Earnings per share - pence (77) 407 (12) 395 24.2 - (28) 66 8 74 4.5 (105) 473 (4) 469 28.7 Sales Trading profit Change in value of derivative and other financial instruments Amortisation of non-operating intangible assets arising on business combinations Gains and losses on changes in Group structure Operating profit Share of post-tax earnings of joint ventures Basic and management earnings per share use a weighted average number of shares of 1,640.6 million (2013: 1,634.7 million). Also see note 10. Page 23 of 33 Notes to the News Release For the year ended 31 December 2014 3 Adjusted performance measures (continued) (b) Summary of management performance measures by segment Sales £m 2,226 3,444 916 776 94 7,456 Aerospace Driveline Powder Metallurgy Land Systems Other businesses Corporate and unallocated costs 4 2014 Trading profit £m 277 280 101 44 5 (20) 687 Margin 12.4% 8.1% 11.0% 5.7% 9.2% Sales £m 2,243 3,416 932 899 104 7,594 Net gains and losses on intra-group funding Arising in year Reclassified in year 11.9% 7.2% 10.1% 8.3% 8.7% 2014 £m (232) 4 (228) 2013 £m 19 (4) 15 19 19 (209) 11 11 26 2014 £m (1) (56) (12) (69) 2013 £m (56) (19) (75) 2014 £m 24 24 2013 £m 9 3 12 Amortisation of non-operating intangible assets arising on business combinations Marketing related Customer related Technology based 6 Margin Change in value of derivative and other financial instruments Forward currency contracts (not hedge accounted) Embedded derivatives 5 2013 Trading profit £m 266 246 94 75 5 (25) 661 Gains and losses on changes in Group structure Business sold Profit on sale of joint venture On 31 July 2014, the Group sold its 50% share in Emitec, a joint venture company, for cash consideration of £37 million. The carrying value on the date of disposal was £14 million and £1 million of previous currency variations were reclassified from other reserves resulting in a profit on sale of £24 million. On 7 November 2013, the Group sold its controlling interest in GKN Driveline Torque Technology (Shanghai) Co. Ltd (TSH) to Shanghai GKN HUAYU Driveline Systems Co Limited (SDS), a joint venture company. The transaction took the Group’s ownership in TSH from 100% to 50%. The profit on sale of £9 million, comprised the fair value of consideration received (increased equity interest in SDS of £15 million) less the previous carrying value of TSH of £6 million. TSH had a net overdraft of £2 million on the date of disposal. On 24 December 2013, the Group sold its 49% share in a joint venture company, Composite Technology and Applications Ltd for cash consideration of £3 million. The carrying value on the date of disposal was nil, resulting in a profit on sale of £3 million. Page 24 of 33 Notes to the News Release For the year ended 31 December 2014 7 Impairment charges An impairment charge of £69 million has been recorded in respect of 3 CGUs; 2 in Aerospace and 1 in Land Systems of £65 million and the carrying value of an investment balance of £4 million in Other Businesses. An impairment charge in Engine Products – East, North America (Aerospace) of £33 million follows a downturn in the market and loss of business during the year. The charge only comprises goodwill. The impairment charge in Special Products Europe (Aerospace) of £6 million follows a reduction in sales for a key product. The charge only comprises goodwill. The impairment charge in Wheels and Structures Europe (Land Systems) of £26 million follows a significant downturn in the market during the year and loss of future orders. The charge comprises goodwill of £18 million and property, plant and equipment of £8 million. 8 (a) Net financing costs Interest payable and fee expense Short term bank and other borrowings Repayable within five years Repayable after five years Government refundable advances Finance leases 2013 £m (7) (36) (25) (7) (75) (6) (11) (52) (6) (1) (76) 2 (73) 3 (73) 2014 £m 2013 £m (50) 3 (9) (56) (45) (10) (55) - Interest receivable Short term investments, loans and deposits Net interest payable and receivable (b) 2014 £m Other net financing charges Interest charge on net defined benefit plans Fair value changes on net investment hedges Unwind of discounts Page 25 of 33 Notes to the News Release For the year ended 31 December 2014 9 (a) Taxation Tax expense Analysis of charge in year Current tax (charge)/credit Current year charge Utilisation of previously unrecognised tax losses and other assets Net movement on provisions for uncertain tax positions Adjustments in respect of prior years 2014 £m 2013 £m (86) 1 9 (4) (80) (85) 4 8 4 (69) 36 (51) 44 4 33 (47) (65) 1 52 4 (8) (77) 2014 £m (77) (44) (121) 2013 £m (65) (40) (105) (3) 77 74 (47) (3) 31 28 (77) Deferred tax (charge)/credit Origination and reversal of temporary differences Tax on change in value of derivative financial instruments Other changes in unrecognised deferred tax assets Adjustments in respect of prior years Total tax charge for the year Analysed as: Tax in respect of management profit Current tax Deferred tax Tax in respect of items excluded from management profit Current tax Deferred tax Total for tax charge for the year Management tax rate The tax charge arising on management profits of subsidiaries of £539 million (2013: £524 million) was £121 million (2013: £105 million charge) giving an effective tax rate of 22% (2013: 20%). Tax reconciliation Profit before tax Less share of post-tax earnings of joint ventures Profit before tax excluding joint ventures 2014 £m 221 (61) 160 Tax charge calculated at 21.5% (2013: 23.25%) standard UK corporate tax rate Differences between UK and overseas corporate tax rates Non-deductible and non-taxable items Recognition of previously unrecognised tax losses Utilisation of previously unrecognised tax losses and other assets Changes in tax rates Other changes in deferred tax assets Tax charge on ordinary activities Net movement on provision for uncertain tax positions Adjustments in respect of prior years Total tax charge for the year (34) (16) (49) 43 1 (3) 2 (56) 9 (47) Page 26 of 33 % (21) (10) (31) 27 1 (2) 1 (35) 6 (29) 2013 £m 484 (52) 432 (100) (39) 6 52 4 (11) (5) (93) 8 8 (77) % (23) (9) 1 12 1 (3) (1) (22) 2 2 (18) Notes to the News Release For the year ended 31 December 2014 9 (b) Taxation (continued) Tax included in other comprehensive income 2014 £m 118 (4) 4 13 131 Deferred tax on post-employment obligations Deferred tax on foreign currency gains and losses on intra-group funding Current tax on post-employment obligations Current tax on foreign currency gains and losses on intra-group funding (c) 2013 £m (49) 1 21 (27) Recognised deferred tax The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS 12) during the year are shown below: At 1 January 2014 Included in the income statement Included in other comprehensive income Businesses acquired Currency variations At 31 December 2014 At 1 January 2013 Included in the income statement Included in other comprehensive income Currency variations At 31 December 2013 10 Assets Postemployment Tax obligations losses £m £m 169 127 (32) 118 (2) (2) 285 93 224 148 (7) (19) (49) 1 (2) 169 127 Liabilities Fixed assets £m (287) 15 (1) (10) (283) (313) 20 6 (287) Other £m 63 28 4 95 55 8 63 Other £m (25) 22 (4) 1 (6) (16) (10) 1 (25) Total £m 47 33 114 (1) (9) 184 98 (8) (48) 5 47 Earnings per share Basic Dilutive securities Diluted Earnings £m 169 169 2014 Weighted average number of shares million 1,640.6 11.5 1,652.1 Earnings per share pence 10.3 (0.1) 10.2 Earnings £m 395 395 2013 Weighted average number of shares million 1,634.7 22.1 1,656.8 Earnings per share pence 24.2 (0.4) 23.8 Management basis earnings per share of 29.0p (2013: 28.7p) is presented in note 3 and uses the weighted average number of shares consistent with basic earnings per share calculations. 11 Dividends 2012 final dividend paid 2013 interim dividend paid 2013 final dividend paid 2014 interim dividend paid 2014 final dividend proposed Paid or proposed in respect of 2014 2013 pence pence 2.6 5.3 2.8 5.6 8.4 7.9 2015 £m 92 92 Recognised 2014 £m 87 46 133 2013 £m 78 43 121 The 2014 final proposed dividend will be paid on 18 May 2015 to shareholders who are on the register of members at close of business on 10 April 2015. Page 27 of 33 Notes to the News Release For the year ended 31 December 2014 12 Net borrowings (a) Analysis of net borrowings 2014 Unsecured capital market borrowings £450 million 5⅜% 2022 unsecured bond £350 million 6¾% 2019 unsecured bond Unsecured committed bank borrowings European Investment Bank 2019 Committed Revolving Credit Facility Other (net of unamortised issue costs) Finance lease obligations Bank overdrafts Other short term bank borrowings Borrowings Bank balances and cash Short term bank deposits Cash and cash equivalents Other financial assets – bank deposits Net borrowings (excluding cross currency interest rate swaps) Cross currency interest rate swaps Net debt 2013 Unsecured capital market borrowings £450 million 5⅜% 2022 unsecured bond £350 million 6¾% 2019 unsecured bond Unsecured committed bank borrowings European Investment Bank 2016 Committed Revolving Credit Facility 2017 Committed Revolving Credit Facility Other (net of unamortised issue costs) Finance lease obligations Bank overdrafts Other short term bank borrowings Borrowings Bank balances and cash Short term bank deposits Cash and cash equivalents Net borrowings Current Within one year £m One to two years £m Non-current Two to five More than years five years £m £m - - (348) (16) (4) (2) (21) (43) 145 174 319 3 (16) (14) (30) - 279 279 Total Total £m £m (445) - (445) (348) (445) (348) (48) (5) (1) (402) - (445) - (64) (19) (1) (877) - (80) (23) (1) (2) (21) (920) 145 174 319 3 (30) (30) (402) (402) (445) (26) (471) (877) (26) (903) (598) (26) (624) - - - (445) (348) (445) (348) (445) (348) (3) (24) (27) 153 31 184 157 (16) (8) (24) (24) (48) (7) (1) (56) (56) (16) (809) (809) (80) (15) (1) (889) (889) (80) (15) (1) (3) (24) (916) 153 31 184 (732) Unsecured capital market borrowings include: an unsecured £350 million (2013: £350 million) 6¾% bond maturing in 2019 less unamortised issue costs of £2 million (2013: £2 million) and an unsecured £450 million (2013: £450 million) 5⅜% bond maturing in 2022 less unamortised issue costs of £5 million (2013: £5 million). Unsecured committed bank borrowings include £80 million (2013: £80 million) drawn under the Group’s European Investment Bank unsecured facility. The loan is due for repayment in five equal annual instalments of £16 million, commencing in June 2015 and attracts a fixed interest rate of 4.1% per annum payable annually in arrears. There were no drawings against the Group’s 2019 Committed Revolving Credit Facilities of £800 million (2013: £837 million). Unamortised issue costs on the 2019 Committed Revolving Credit Facilities were £5 million (2013: £5 million). Page 28 of 33 Notes to the News Release For the year ended 31 December 2014 13 Cash flow reconciliations Cash generated from operations Operating profit Adjustments for: Depreciation, impairment and amortisation of fixed assets Charged to trading profit Depreciation Impairment Amortisation Amortisation of non-operating intangible assets arising on business combinations Impairment charges Change in value of derivative and other financial instruments Gains and losses on changes in Group structure Amortisation of government capital grants Net profits on sale and realisation of fixed assets Charge for share-based payments Movement in post-employment obligations Change in inventories Change in receivables Change in payables and provisions Movement in net debt Movement in cash and cash equivalents Net movement in other borrowings and deposits Costs associated with refinancing Finance leases Cross currency interest rate swaps Amortisation of debt issue costs Currency variations Movement in year Net debt at beginning of year Net debt at end of year Reconciliation of cash and cash equivalents Cash and cash equivalents per balance sheet Bank overdrafts included within "current liabilities - borrowings" Cash and cash equivalents per cashflow 2014 £m 289 2013 £m 560 216 4 32 69 69 209 (24) (2) (2) 3 (65) (31) (76) 74 765 235 2 32 75 (26) (12) (3) (1) 14 (47) (74) (74) 101 782 132 3 (26) (3) 2 108 (732) (624) 67 83 (1) (2) (8) 139 (871) (732) 319 (2) 317 184 (3) 181 Cash outflow in respect of previous restructuring plans was £2 million (2013: £2 million). During the year the Group paid £1 million in cash to increase its investment in Lianyungang GKN Hua Ding Wheels Company Limited from 65% to 80% of the equity share capital. In May 2014, the Group repaid a government refundable advance in the UK, received in 2009 and 2010 relating to the A350 programme. The principal repaid was £38 million and the associated accrued interest was £16 million. Page 29 of 33 Notes to the News Release For the year ended 31 December 2014 14 Post-employment obligations 2014 £m (1,067) (564) (28) (52) (1,711) Post-employment obligations as at the year end comprise: Pensions - funded - unfunded Medical - funded - unfunded 2013 £m (742) (462) (21) (46) (1,271) The Group’s pension arrangements comprise various defined benefit and defined contribution schemes throughout the world. In addition, in the USA and UK various plans operate which provide members with post-retirement medical benefits. The Group’s post-employment plans in the UK, USA and Germany together account for 98% of plan assets and 97% of plan liabilities. Independent actuarial valuations of all major defined benefit scheme assets and liabilities were carried out at 31 December 2014. The present value of the defined benefit obligation and the related service cost elements were measured using the projected unit credit method. (a) Defined benefit schemes – significant judgements, assumptions and estimates Key assumptions: UK GKN1 % 2014 Rate of increase in pensionable salaries (past/future service) Rate of increase in payment and deferred pensions Discount rate (past/future service) Inflation assumption (past/future service) Rate of increase in medical costs: Initial/long term 2013 Rate of increase in pensionable salaries Rate of increase in payment and deferred pensions Discount rate Inflation assumption Rate of increase in medical costs: Initial/long term n/a 3.05 3.25 3.05 GKN2 % Americas % Europe % ROW % 4.05/4.10 3.05 3.55/3.80 3.05/3.10 n/a n/a 3.90 n/a 2.50 1.75 1.90 1.75 n/a 0.80 n/a 7.0/5.0 n/a n/a n/a n/a 4.80 n/a 2.50 1.75 3.50 1.75 n/a 1.25 n/a 7.5/5.0 n/a n/a 5.5/5.5 n/a 3.25 4.20 3.25 5.5/5.5 4.30 3.30 4.50 3.30 The assumptions table above specifies separate assumptions for past and future service in relation to the UK pension scheme. This represents a change in approach, whereby a different, “future service” set of assumptions will be used to determine the service cost for the following year. There is no impact on the 2014 reported numbers as a result of this change. This approach reflects evolving market practice and is based on the premise that active members of the scheme are younger and have, on average, longer remaining life expectancy than an average scheme member. Given that yield curves typically rise over time, this longer duration implies a higher discount rate for the “active” sub-set of members which has been set at 3.80%, as at 31 December 2014. The UK schemes each use a duration specific discount rate derived from the Mercer pension discount yield curve, which is based on corporate bonds with two or more AA-ratings. The European discount rate was calculated with reference to Aon Hewitt’s German discount rate yield curve. For the USA, the discount rate referenced the Citigroup intermediate pension liability index, the Merrill Lynch US corporate AA 10+ years index and the Towers Watson Rate:LINK benchmark. The underlying mortality assumptions for the major schemes, are as follows: United Kingdom The key current year mortality assumptions for both GKN1 and GKN2 use S1NA year of birth mortality tables with CMI 2013 improvements and a 1.25% p.a. long term improvement trend. These assumptions give the following expectations for each scheme: for GKN1 a male aged 65 lives for a further 21.8 years and a female aged 65 lives for a further 23.8 years whilst a male aged 45 is expected to live a further 23.5 years from age 65 and a female aged 45 is expected to live a further 25.7 years from age 65. For GKN2 a male aged 65 lives for a further 22.8 years and a female aged 65 lives for a further 25.1 years whilst a male aged 45 is expected to live a further 24.6 years from age 65 and a female aged 45 is expected to live a further 27.1 years from age 65. Overseas In the USA, RP-2014 tables have been used whilst in Germany the RT2005-G tables have been used. In the USA, the longevity assumption for a male aged 65 is that he lives a further 21.6 years (female 23.8 years) whilst in Germany a male aged 65 lives for a further 18.6 years (female 22.8 years). The longevity assumption for a USA male currently aged 45 is that he also lives for a further 23.2 years once attaining 65 years (female 25.7 years), with the German equivalent assumption for a male being 21.5 years (female 25.5 years). These assumptions are based on the prescribed tables, rather than GKN experience. Page 30 of 33 Notes to the News Release For the year ended 31 December 2014 14 (a) Post-employment obligations (continued) Defined benefit schemes – significant judgements, assumptions and estimates (continued) Assumption sensitivity analysis The impact of a one percentage point movement in the primary assumptions (longevity: 1 year) on the defined benefit obligations as at 31 December 2014 is set out below: Discount rate +1% Discount rate -1% Rate of inflation +1% Rate of inflation -1% Life expectancy +1 year Life expectancy -1 year Health cost trend +1% Health cost trend -1% UK Americas Europe ROW Liabilities £m Liabilities £m Liabilities £m Liabilities £m 472 (601) (523) 408 (110) 109 (2) 2 39 (48) (8) 8 (2) 1 89 (115) (75) 63 (21) 19 - 3 (2) - Judgements and estimates USA Lump Sum settlements During 2014 the Group undertook a voluntary lump sum programme in the USA, whereby deferred members of its USA pension schemes were offered the no-obligation opportunity to exchange their future pension rights for a cash lump sum. A settlement credit (£8 million) has been recognised in relation to this programme which is based on the differential between the actuarial valuations used for accounting purposes (£32 million) and the cash lump sum amounts (£24 million). The £8 million has been recorded within trading profit of Aerospace (£3 million), Driveline (£3 million) and Powder Metallurgy (£2 million). Buy In During the year, a bulk annuity pensioner “buy-in” was transacted in relation to the UK pension scheme, GKN 1, as a result of which a proportion of GKN 1 liabilities are now fully insured. The transaction involved a payment to Rothesay Life of £123 million, made from GKN 1’s assets. The bulk annuity covers £110 million of pensioner liabilities valued on an IAS 19 accounting basis, as at 31 December 2014. Pension partnership interest On 31 March 2010, the Group entered into a pension partnership arrangement with the Trustee of the UK pension scheme, which entitled the UK pension scheme to a distribution of £30 million per annum for 20 years, subject to discretion exercisable by the Group in certain circumstances. The accounting and disclosure for this arrangement changed during 2013 following amendments to the pension partnership agreement which resulted in the income interest no longer meeting the criteria for recognition as an IAS 19 plan asset. This increased the Group’s reported post-employment obligation deficit by an amount of £342 million and eliminated the non-controlling interest of £332 million which was previously recognised in equity. The remaining difference of £10 million was recognised in equity within retained earnings, as it represented a transaction with equity holders. During the year the Group has paid £30 million (2013: combined amount of £30 million) to the two UK pension schemes through the pension partnership and this is included within the amount of contributions/benefits paid. In 2013 £10 million was paid before the partnership agreement was amended and was treated as a distribution from the pension partnership, whilst £20 million was treated as a contribution/benefit paid. Page 31 of 33 Notes to the News Release For the year ended 31 December 2014 14 (b) Post-employment obligations (continued) Defined benefit schemes - reporting The amounts included in operating profit are: Total £m 2014 Current service cost and administrative expenses Settlements/curtailment (52) 9 (43) 2013 Current service cost and administrative expenses Settlements/curtailment (54) (54) The amounts recognised in the balance sheet are: Present value of unfunded obligations Present value of funded obligations Fair value of plan assets Net obligations recognised in the balance sheet UK £m (18) (3,364) 2,377 (1,005) Americas £m (43) (288) 195 (136) 2014 Europe £m (553) (40) 37 (556) ROW £m (2) (30) 18 (14) Total £m (616) (3,722) 2,627 (1,711) 2013 £m (508) (3,295) 2,532 (1,271) In the UK, the Group is required to complete a statutory valuation of its pension schemes at least every three years and to agree a recovery plan to eliminate any resulting deficit. Both UK pension schemes had a funding valuation as at 5 April 2013 and during the year final agreement on recovery plans with the scheme trustees was reached. The Group’s UK pension funding deficit is lower than the equivalent UK accounting deficit. This has resulted in additional UK deficit recovery payments of £10 million per year which commenced in 2014 and the potential for further additional payments commencing in 2016, contingent upon asset performance. In addition the Group also agreed, during the year, to pay £2 million per year for 4 years to UK scheme, GKN1, to cover a funding requirement arising from a £123 million bulk annuity purchase. The combined contribution for deficit funding and future accrual expected to be paid by the Group during 2015 to the UK schemes is £47 million. In addition, a distribution of £30 million is expected to be made from the UK pension partnership to the UK schemes in the first half of 2015, which brings the total expected UK cash requirement for 2015 to £77 million. The expected 2015 contribution to overseas schemes is £28 million. Cumulative remeasurement of defined benefit plan differences recognised in equity are as follows: 2014 £m (727) (485) (1,212) At 1 January Remeasurement of defined benefit plans At 31 December Movement in schemes' obligations (funded and unfunded) during the year UK Americas £m £m At 1 January 2014 (2,989) (290) (37) (1) Current service cost 9 Settlements and curtailments (2) (1) Administrative expenses (130) (14) Interest (367) (54) Remeasurement of defined benefit plans 143 39 Benefits and administrative expenses paid (19) Currency variations At 31 December 2014 (3,382) (331) At 1 January 2013 (2,863) (344) Current service cost (39) (2) Administrative expenses (3) Interest (116) (15) Remeasurement of defined benefit plans (106) 30 Benefits and administrative expenses paid 138 37 Currency variations 4 At 31 December 2013 (2,989) (290) Page 32 of 33 Europe £m (491) (9) (16) (139) 22 40 (593) (490) (8) (16) 17 21 (15) (491) ROW £m (33) (2) (1) 2 2 (32) (40) (2) (1) (1) 4 7 (33) 2013 £m (787) 60 (727) Total £m (3,803) (49) 9 (3) (160) (561) 206 23 (4,338) (3,737) (51) (3) (148) (60) 200 (4) (3,803) Notes to the News Release For the year ended 31 December 2014 14 (b) Post-employment obligations (continued) Defined benefit schemes – reporting (continued) Movement in schemes' assets during the year UK £m 2,275 99 70 75 (142) 2,377 2,522 95 86 49 (135) (342) 2,275 At 1 January 2014 Interest Remeasurement of defined benefit plans Contributions by Group Benefits paid Currency variations At 31 December 2014 At 1 January 2013 Interest Remeasurement of defined benefit plans Contributions by Group Benefits paid Removal of pension partnership plan asset Currency variations At 31 December 2013 Americas £m 203 10 1 7 (37) 11 195 181 7 30 4 (13) (6) 203 Europe £m 36 1 4 1 (2) (3) 37 36 1 (1) 36 ROW £m 18 1 2 (2) (1) 18 20 4 2 (4) (4) 18 Total £m 2,532 110 76 85 (183) 7 2,627 2,759 103 120 55 (153) (342) (10) 2,532 Remeasurement gains and losses in relation to schemes’ obligations are as follows 2014 Experience gains and losses Changes in financial assumptions Change in demographic assumptions 2013 Experience gains and losses Changes in financial assumptions Change in demographic assumptions UK £m Americas £m Europe £m ROW £m Total £m (367) (367) (5) (31) (18) (54) (139) (139) (1) (1) (5) (538) (18) (561) (5) (30) (71) (106) 3 28 (1) 30 (5) 22 17 (1) (1) (7) 19 (72) (60) UK £m Americas £m Europe £m ROW £m Total £m 936 250 349 567 121 9 145 2,377 93 27 70 5 195 37 37 8 6 1 3 18 1,037 250 382 638 121 14 185 2,627 882 443 736 104 78 32 2,275 123 33 37 10 203 36 36 9 5 1 3 18 1,014 481 774 104 88 71 2,532 The fair values of the assets in the schemes were: At 31 December 2014 Equities (inc. hedge funds) Diversified growth funds Bonds - government Bonds - corporate Property Cash, derivatives and net current assets Other assets At 31 December 2013 Equities (inc. hedge funds) Bonds - government Bonds - corporate Property Cash, derivatives and net current assets Other assets As at 31 December 2014, the equities in the UK asset portfolio were split 26% domestic (2013: 26%); 74% foreign (2013: 74%), whilst bond holdings were 91% domestic (2013: 89%) and 9% foreign (2013: 11%). The equivalent proportions for the USA plans were: equities 41% / 59% (2013: 75% / 25%); bonds 91% / 9% (2013: 97% / 3%). (c) Defined contribution schemes The Group operates a number of defined contribution schemes outside the United Kingdom. The charge to the income statement in the year was £35 million (2013: £34 million). Page 33 of 33