NEWS RELEASE 28 February 2012 GKN plc Results Announcement for the year ended 31 December 2011 Management basis (1) As reported (*) 2011 £m 2010 £m Change % 2011 £m 2010 £m Change % 6,112 5,429 +13 5,746 5,084 +13 Operating profit 468 411 +14 374 385 -3 Profit before tax 417 363 +15 351 345 +2 Earnings per share 22.6p 20.7p +9 18.0p 19.6p -8 Dividend per share 6.0p 5.0p +20 6.0p 5.0p +20 Sales (*) Includes a net £19 million charge relating to the temporary Hoeganaes plant closure in Gallatin, USA. Group highlights(1) • Group sales up £683 million (13%) to £6.1 billion, an underlying increase of 10% • Excluding net £19 million Gallatin charge: • Trading profit of £487 million, up £76 million, an increase of 18% • Group trading margin of 8.0%, up from 7.6%, and increased targets set for three divisions • Profit before tax of £417 million (2010: £363 million), an increase of 15%. Reported profit before tax, £351 million (2010: £345 million) • Earnings per share up 9% to 22.6 pence per share (2010: 20.7 pence per share) • Return on average invested capital (excluding 2011 acquisitions) of 18.3% (2010: 17.0%), reflecting higher profitability • Final dividend of 4.0 pence per share, giving a total for 2011 of 6.0 pence per share (2010: 5.0 pence per share), a 20% increase • Net debt of £538 million (2010: £151 million), reflecting £444 million for new acquisitions “2011 was a year of good growth. GKN achieved a strong financial performance with all four divisions at or near record profits. Each division has leading technology and market positions and out-performed their respective markets, with a strong pipeline of new business. GKN Driveline and GKN Land Systems were further strengthened with the two highly complementary acquisitions of Getrag Driveline Products and Stromag. As a result of the strong performance and reflecting our confidence in the future, the Board is recommending a final dividend of 4.0 pence per share, making a total of 6.0 pence for 2011, an increase of 20%. Looking forward, GKN expects 2012 to be another year of good progress for the Group.” Nigel Stein Chief Executive, GKN plc Page 1 of 37 Divisional Highlights Sales (£m) GKN Driveline* GKN Powder Metallurgy GKN Aerospace GKN Land Systems* 2011 2,678 845 1,481 847 2010 2,433 759 1,451 699 Underlying sales growth % 10 13 4 21 Trading margin % 2011 7.1 8.5 11.2 8.0 2010 6.9 7.1 11.2 5.3 New targets 8-10 9-11 11-13 8-11 * GKN Driveline excludes £117 million of Getrag Driveline Products sales and GKN Land Systems excludes £38 million of Stromag sales. The table does not include Other businesses. GKN Driveline • GKN Driveline wins £500 million annualised new and replacement business, with strong allwheel drive (AWD) and eDrive order books • Acquisition of Getrag Driveline Products business creates the leading global supplier of AWD driveline products GKN Powder Metallurgy • New and replacement business wins exceed £100 million of annualised sales • Trading margin improves 140bps, to 8.5% GKN Aerospace • GKN Aerospace wins $3.5 billion of new work • First A350 XWB fixed trailing edge assembly delivered to Airbus • New facility to open in South Carolina, USA to assemble the state of the art all-composite fuselage for the HondaJet GKN Land Systems • Stromag Holding GmbH (Stromag) acquisition - market leading engineer of industrial power management components • Building a world leader in industrial power management Outlook Although the macroeconomic environment remains uncertain, GKN expects 2012 to be another year of good progress for the Group. In automotive, external forecasts suggest that global light vehicle production should grow 5% with increases in Asia and North America but Europe down. Against this background, GKN Driveline and GKN Powder Metallurgy are expected to show further improvement, although the rate of market outperformance will be lower than in 2011. In aerospace, civil aircraft production is expected to continue to grow, as both Airbus and Boeing increase production. This should more than offset the anticipated reduction in US military aircraft demand. Although new programmes may be subject to delays, GKN Aerospace is expected to maintain its sales growth in 2012. The performance of GKN Land Systems should continue to improve, benefiting particularly from the expected on-going strength in European and North American agricultural equipment markets. Overall, the Group’s broad exposure to global markets, strong customer positions and healthy order books mean that GKN should make further progress in 2012, with the added benefit of a full year contribution from the recent acquisitions. Page 2 of 37 Notes (1) Financial information set out in this announcement, unless otherwise stated, is presented on a management basis as defined on page 17. 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)207 269 7113 M: +44 (0)7775 641807 There will be an analyst and investor meeting today at 9.30am at UBS, Ground Floor Presentation Suite, 1 Finsbury Avenue, London EC2M 2PP. A live audiocast of the presentation will be available at http://www.gkn.com/investorrelations/Pages/Webcasts.aspx. Slides will be put onto the GKN website approximately 15 minutes before the presentation is due to begin http://www.gkn.com/investorrelations/GKNResults/full-year-results-2011-presentation.pdf Questions will only be taken at the event. A live dial in facility will be available on +44 (0) 1452 551 089, conference ID 46597821. A replay of the conference call will be available until 12 March 2012 on +44 (0) 1452 55 00 00 Replay Access Number: 46597821#. This announcement together with the attached financial information thereto may be downloaded from our website. www.gkn.com/media/Pages/default.aspx . Cautionary Statement This announcement contains forward looking statements which are made in good faith based on the information available to 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. Page 3 of 37 NEWS RELEASE GKN plc Results Announcement for the year ended 31 December 2011 Group Overview Markets The Group operates in the global automotive, aerospace and land systems markets. In the automotive market, GKN Driveline sells to manufacturers of passenger cars and light vehicles. Around 75% of GKN Powder Metallurgy sales are also to the automotive market, with the balance to other industrial customers. GKN Aerospace sells to manufacturers of military and civil aircraft, aircraft engines and equipment. GKN Land Systems sells to producers of agricultural, construction, mining and industrial equipment and to the automotive and commercial vehicle sectors. These results reflect good market outperformance in each division. Results Management sales increased 13% in the year ended 31 December 2011 to £6,112 million (2010: £5,429 million). The effect of currency translation was £15 million adverse and there was a £164 million benefit from acquisitions which was partly offset by the £29 million reduction due to disposals. Excluding these items, the underlying increase was £563 million (10%). Within this figure, Driveline was £252 million higher, Powder Metallurgy increased by £97 million, Aerospace was £52 million higher, while Land Systems was up £148 million. Management trading profit increased £76 million to £487 million (2010: £411 million), excluding the £19 million net impact from the temporary closure of Hoeganaes’ Gallatin facility in the US (£34 million cost, as previously announced, which was partially offset by £15 million of insurance recovery). The effect of currency translational was £3 million adverse and there was a £2 million net benefit from acquisitions. Excluding these items, the underlying increase was £77 million. Within this figure, Driveline was £21 million higher, Powder Metallurgy increased by £19 million, Aerospace was up by £6 million and Land Systems increased by £31 million. Excluding the Gallatin impact, Group trading margin increased to 8.0% (2010: 7.6%), against a target range of 810%. Return on average invested capital (ROIC) increased to 18.3%, compared with the Group target of 20% or better. 2011 Sales (£m) Trading Profit* (£m) Trading Margin* ROIC (*) GKN pre acq’ns 5,957 484 8.1% 18.3% 2010 Total Acquisitions 155 3 6,112 487 8.0% excludes the net £19 million impact from Gallatin Page 4 of 37 5,429 411 7.6% 17.0% Change Headline £ 683 76 % 13 18 Underlying £ % 563 10 77 19 Divisional Performance Automotive As shown in the table below, all major markets, except Japan, due to the earthquake and tsunami in March 2011, experienced increased production relative to 2010. The strongest rates of production growth were in North America and India. Car and light vehicle production (millions of units) Europe North America Brazil Japan China India Others Total – global 2011 2010 20.3 13.1 3.2 7.9 17.2 3.6 11.6 76.9 19.1 11.9 3.2 9.1 16.8 3.3 11.0 74.4 Growth (%) 6 10 0 -13 2 9 5 3 Source: IHS Automotive Overall, global production volumes increased 3% in 2011 to 76.9 million vehicles (2010: 74.4 million) whilst sales of cars and light commercial vehicles increased by 4%, from 72.4 million vehicles to 75.1 million vehicles. Demand for larger (premium) vehicles and light commercial vehicles increased strongly. The demand for smaller vehicles, particularly in Europe, was lower as the prior year’s scrappage and tax incentive schemes had the effect of pulling forward demand. However, vehicle production in Europe overall benefited from a strong improvement in exports while in North America the recovery following the recession continued. External forecasts indicate that global production in 2012 will increase by approximately 5% to 80.7 million vehicles. Major markets that are expected to grow fastest include Japan (18%), North America (10%), China (8%) and India (6%). Europe is expected to contract by 8%. 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 the smallest ultra lowcost car to the most sophisticated premium vehicle demanding the most complex driving dynamics. The key financial results for the year are as follows: 2011 2010 Change GKN Getrag Total Headline Underlying Driveline Driveline £ % £ % Sales (£m) 2,678 117 2,795 2,433 362 15 252 10 Trading Profit* (£m) 191 4 195 169 26 15 21 12 Trading Margin 7.1% 7.0% 6.9% ROIC 17.0% 16.0% * Getrag Driveline Products trading profit includes acquisition related charges of £3 million Page 5 of 37 GKN Driveline’s sales increased 15% to £2,795 million (2010: £2,433 million). The favourable impact of currency translation was £20 million, the acquisition of Getrag Driveline Products on 30 September 2011 added £117 million, which was partly offset by £27 million lower sales resulting from the sale of GKN Driveline’s 49% share of the Japanese driveshaft sales and distribution joint venture GKN JTEKT Ltd (GTK), in March 2011. Underlying sales increased by £252 million (10%), including Constant Velocity Jointed (CVJ) Systems which grew 7% and non-CVJ sales which increased by 22%, compared with global vehicle production which was up 3%. This market outperformance was broad based across North America, Europe, China and Japan reflecting recent market share gains, the Group’s stronger position in premium vehicles, demand for which continued to be strong, and GKN Driveline’s broadening product mix, particularly with AWD systems and TransAxle solutions. In Japan, the market outperformance reflected GKN Driveline’s exposure to companies less affected by the earthquake and the priority given to reinstating production capability for exported vehicles. In North America, lower production from Japanese companies experiencing component shortages was more than offset by Driveline’s market share gains through a broader product offering, new programme wins and stronger sales to domestic producers. Trading profit increased to £195 million (2010: £169 million). The impact of translational currency was £1 million positive, acquisitions (after costs and inventory fair value adjustment of £3 million) added £4 million with underlying trading profit up by £21 million, including around £15 million negative impact from the Japanese earthquake and tsunami, compounded by the floods in Thailand. These affected production in Japan and overseas as component supply chains were disrupted. Outside Japan, it was most pronounced for GKN Driveline in North America where many of the Japanese car manufacturers cut production rates significantly in the second quarter. Engineering costs increased to support new programmes and future growth, and some temporary costs were incurred to raise capacity in some regions to keep pace with significant increases in demand. Driveline’s trading margin was 7.1% (2010: 6.9%) excluding Getrag Driveline Products. GKN Driveline’s medium term target margin range remains at 8-10%. Capital expenditure on tangible fixed assets was £113 million (2010: £73 million), 1.0 times (2010: 0.7 times) depreciation. Return on average invested capital, excluding the Getrag Driveline Products acquisition, was 17.0% (2010: 16.0%), reflecting the increase in profitability. During the year, GKN Driveline opened a new CVJ systems plant in Changchun, Northern China, a precision forge at Oragadam, near Chennai, South India, expanded production at WuHan, China and construction began on a new CVJ systems facility in Pune, India. Overall, GKN Driveline won £500 million annualised new and replacement business with the CVJ Systems business winning a healthy 65% of the contracts it bid for. GKN Driveline AWD Systems launched a power transfer unit (PTU) in China, saw good growth in propshaft production in Europe and benefited from strong sales in North America, including the Jeep Grand Cherokee. It also won significant new business with unique all-wheel drive disconnect technology with vehicle manufacturers in the US, Europe and China. In June, GKN Driveline invested £4 million in EVO Electric Ltd, a UK pioneer in axial flux motors, and formed a joint venture, GKN EVO eDrive Systems Limited, to manufacture and sell axial flux electric motors and drive systems for use in hybrid and all-electric vehicles. Page 6 of 37 GKN Driveline is already a pioneer in the development and supply of eTransmissions and eAxles for hybrid and electric vehicles. This venture will enable GKN Driveline to offer advanced axial flux motors and generators for niche applications, adding to its existing eDrive systems portfolio and enhancing its capability in full driveline systems. Recent new business wins in eDrive, include: • major launch of eAxle for PSA Hybrid 4; • new European customer for 1-speed eTransmissions and demonstration vehicle contract for an Asian vehicle manufacturer; and • development orders for 2-speed transmissions from European and North American vehicle manufacturers. On 30 September 2011, GKN Driveline completed the acquisition of Getrag Driveline Products, a tier one supplier of geared driveline products, namely power transfer units and rear drive units for AWD vehicles, along with final drive units for high performance rear wheel drive vehicles. Getrag Driveline Products, with operations in the United States and Europe, has been integrated into GKN Driveline. Getrag Driveline Products has a product, manufacturing and customer footprint that is complementary to GKN Driveline’s own geared product business, which is predominantly based in Asia. Combined, the businesses are now the leading global supplier of AWD driveline products with an excellent customer base and product portfolio. AWD and Trans Axle Solutions now represent 28% of GKN Driveline with significant further growth opportunities. As part of the Getrag transaction, GKN Driveline also acquired an exclusive licence, principally for Europe and the Americas, to Getrag’s electric drivetrain technology for use in electric and certain hybrid vehicles making GKN a leading player in eDrive solutions and very well placed for growth in the medium and long term. GKN Powder Metallurgy GKN Powder Metallurgy is the world’s largest manufacturer of sintered components. It comprises GKN Sinter Metals and Hoeganaes. Hoeganaes produces the metal powder that GKN Sinter Metals uses to manufacture precision automotive components for engines, transmissions and body and chassis applications. It also produces a range of components for industrial and consumer applications. The key financial results for the year are as follows: 2011 Sales (£m) Trading profit (£m) Trading margin ROIC 845 72 8.5% 16.7% 2010 759 54 7.1% 13.2% Change Headline £ % 86 11 18 33 Underlying £ % 97 13 19 36 GKN Powder Metallurgy sales were £845 million (2010: £759 million), an increase of 11%. The negative impact of currency translation was £11 million. Sales increased in all regions as automotive markets recovered, recent new business wins entered production and market share gains were made. Underlying sales for GKN Sinter Metals increased by 17% in North America and 11% in Europe. Strong growth was also achieved in India, Brazil and China. Page 7 of 37 Overall, Hoeganaes’ total tons shipped were 1% lower than in 2010 due to the temporary closure of the Gallatin plant. Underlying sales were 7% higher, principally due to an increase in the commodity metals surcharge passed on to customers as raw material prices increased. Overall, GKN Powder Metallurgy reported a trading profit of £72 million (2010: £54 million), excluding £19 million of net costs associated with the temporary plant closure at the Gallatin, US facility which are reported outside the divisional trading performance (see below page 11). The divisional trading margin was 8.5% (2010: 7.1%). GKN Powder Metallurgy’s medium term target margin range has now been increased to 9-11% (from 8-10%). Capital expenditure on tangible fixed assets was £44 million (2010: £27 million). The ratio of capital expenditure to depreciation was 1.4 times (2010: 0.9 times). Return on average invested capital was 16.7% (2010: 13.2%), reflecting the improvement in profitability. Increasing trends in industrial and automotive markets to improve fuel efficiency and reduce emissions, such as variable valve timing in engines, high performance gear sets in automatic transmissions and differential gears, are continuing to drive the demand for products made by powder metallurgy. During the year, more than £100 million (annualised sales) of new programme business was awarded and 48 technical days were hosted for existing and new customers, in order to promote powder metallurgy products and applications. New contracts include: • one way clutch system for a Mazda transmission in Asia with unique geometries which are only possible using powder metallurgy technology; and • variable valve timing stator - one piece combination sprocket for VW engine. GKN Aerospace GKN Aerospace is a world leading global first tier supplier of airframe and engine structures, components, assemblies, and transparencies to a wide range of aircraft and engine prime contractors and other first tier suppliers. It operates in three main product areas: aerostructures, engine components/sub-systems and special products. The overall aerospace market remained positive in 2011 driven by a recovering civil aircraft market and a generally stable defence sector. The division has increased its position in civil aerospace to 58% of sales, with defence representing 42%. In the civil aerospace market, preliminary data indicate that passenger air traffic rose around 6% in 2011 and is projected to continue to grow at a similar pace throughout 2012. Longer term worldwide passenger market demand is projected to grow at around 5% with worldwide cargo traffic market growth at around 6%. Airbus and Boeing continued to benefit from record deliveries and order backlog. Combined deliveries reached a record 1,011 aircraft (2010: 923 aircraft) with the backlog of unfilled orders reaching more than 8,200 aircraft. The recovery in passenger and cargo volumes has led both companies to announce further increases in production levels of single aisle and wide bodied aircraft. 2011 saw the introduction into service of the Boeing 787, on which GKN Aerospace has sales of approximately $2.6 million per aircraft, and the announcement of the 737 MAX and A320neo single aisle aircraft upgrades. Airbus is ramping up production of the A380 (GKN sales of $8.0 million per aircraft), but announced that the first flight of the A350 would slip to 2013 (GKN sales of $2.5 million per aircraft). Airbus and Boeing estimate that between 28,000 and 32,000 new single aisle and wide bodied aircraft will be delivered by 2030. Page 8 of 37 World-wide defence spending remains under pressure, largely driven by cutbacks throughout Europe and likely reductions in the US Defense Budget. It is expected that the US 2013 defence budget submittal will be in line with 2012 spending levels. GKN’s position on key Multi-Year programmes such as the UH-60 Blackhawk Helicopter, F/A-18 Super Hornet, F-15 Eagle and C130J Super Hercules provide a strong production base for the business despite projected defence budget pressures. The key financial results for the year are as follows: 2011 Sales (£m) Trading profit (£m) Trading margin ROIC 1,481 166 11.2% 22.7% 2010 1,451 162 11.2% 23.3% Change Headline £ 30 4 % 2 2 Underlying £ % 52 4 6 4 GKN Aerospace sales of £1,481 million were £30 million higher than the prior year (2010: £1,451 million). The impact from currency on translation of sales was £24 million negative, from prior year acquisitions was £4 million positive, representing sales from GKN Aerospace Services Structures Corp. of which the Group gained management control in April 2010, and from disposals was £2 million negative, representing sales from the Engineering Services division, which was sold in November 2011. The underlying increase in sales of £52 million represented a 4% increase. This increase reflects lower F-22 sales as the programme continued its run down and lower production rates on the C-17, being more than offset by higher civil sales, particularly for the A320, A330 and A380 and also the early stages of the Boeing 787. Trading profit increased by £4 million to £166 million (2010: £162 million). The impact from currency on translation of results was £3 million adverse and the net impact from acquisitions and divestments was £1 million positive. The trading margin was 11.2% (2010: 11.2%). GKN Aerospace’s medium term target margin range has now been increased to 11-13% (from 10-12%). Capital expenditure on tangible assets in 2011 amounted to £59 million (2010: £51 million) which represents 1.7 times depreciation (2010: 1.3 times), or 0.9 times depreciation excluding the Airbus A350 programme. Expenditure on intangible assets, mainly initial non-recurring programme costs, was £35 million (2010: £26 million). £57 million of the capital expenditure and non-recurring programme costs, including £6 million of capitalised borrowing costs, relate to the A350 wing assembly and trailing edge programme. A total of £128 million had been invested on this programme by 31 December 2011, excluding £11 million of capitalised borrowing costs. Spending, which has now peaked, is likely to reduce to around £33 million in 2012. Customer advances in the GKN Aerospace businesses, which are shown in trade and other payables in the balance sheet, amounted to £63 million (2010: £70 million). Return on average invested capital was 22.7% (2010: 23.3%) reflecting the increased investment in new programmes, particularly the A350. Important milestones: GKN Aerospace, with industry partners Airbus, AgustaWestland, Rolls-Royce, Umeco and Vestas celebrated the opening of the UK National Composites Centre near Filton, Bristol, UK. GKN Aerospace has been driving forward the use of composites in aviation and is expanding the application of new automated manufacturing techniques that will enable faster and more consistent manufacture of complex composite structures. These techniques will be critical if the industry is to meet rising demand for new aircraft and for aircraft that offer improved performance, lower emissions and reduced maintenance. Page 9 of 37 GKN Aerospace signed a memorandum of understanding with Commercial Aerospace of China (COMAC) to form a joint venture for composite structures manufacture of the horizontal tailplane for the C919 aircraft, positioning GKN Aerospace in the infancy of the civil aircraft industry in China. In November, it was announced that a new 14,000 square metre aerospace facility in Orangeburg, South Carolina, USA would be opened in 2012. The facility will house assembly operations for the recently awarded contract for the state of the art all-composite fuselage for the HondaJet (GKN sales of $0.5 million per aircraft). Also in November, GKN Aerospace delivered the first section of the A350 XWB fixed trailing edge (FTE) assembly comprising the composite port side wing spar with integrated trailing edge ribs, to Airbus, UK. The A350 XWB program is the latest step in a journey that has seen GKN Aerospace become a major supplier of critical wing assemblies for both the A380 and for the A400M. GKN Aerospace was awarded around $3.5 billion of contract extensions, new programme wins and work scope expansions during the year, including: • new multi-year contracts for: UH-60 Blackhawk (5 years); F/A-18 Super Hornet (4 years), F15 Eagle (7 years); C-130J Super Hercules (5 years); C-17 Transporter (3 years); • around $200 million of new customer’s business won at Filton including Bombardier CSeries ailerons and life of programme contract for Dassault mid-sized business jet wing structure and moveable surfaces; • new $600 million long term agreement with Pratt & Whitney to supply the forward fan case for the Joint Strike Fighter F135 engine; and • HondaJet composite fuselage assembly. In January 2012, the Composite Technology and Applications Limited joint venture with Rolls Royce opened a pre-production facility on the Isle of Wight, UK for the production of composite fan blades for aircraft engines. GKN Land Systems GKN Land Systems is a global leading supplier of technology differentiated power management solutions and services. It designs, manufactures and supplies products and services for the agricultural, construction, mining, and industrial machinery markets. In addition, it provides global aftermarket distribution and through-life support. Sales in GKN Land Systems were strongly ahead of the prior year and reflected a solid performance against a continued broad market recovery. All regions and sectors enjoyed good growth, especially agriculture and heavy construction equipment in Europe and North America. The key financial results for the year are as follows: GKN Land Systems Sales (£m) Trading Profit* (£m) Trading Margin ROIC 847 68 8.0% 29.5% 2011 Stromag 38 (1) 2010 Total 885 67 7.6% Change Headline £ 699 37 5.3% 15.8% 186 30 % 27 81 Underlying £ % 21 148 84 31 * Stromag trading profit includes acquisition related charges of £5 million Against this background, sales in the period were £885 million, 27% higher than the prior year (2010: £699 million). There was no net impact from currency translation and excluding the £38 million of sales in Stromag, the acquisition that completed in September, the underlying increase in sales was £148 million (21%) with all product areas and regions seeing an improvement. Page 10 of 37 GKN Land Systems reported trading profit of £67 million (2010: £37 million). Underlying trading profit increased by £31 million, with Stromag reducing profit by £1 million, due to acquisition costs and inventory fair value adjustment of £5 million. The trading margin excluding Stromag was 8.0% compared with 5.3% in 2010, reflecting the strong increase in profitability of the division. GKN Land System’s medium term target margin range has now been increased to 8-11% (from 7-10%). Capital expenditure on tangible fixed assets was £18 million (2010: £7 million), 1.3 times (2010: 0.5 times) depreciation. Return on average invested capital, excluding the Stromag acquisition, increased to 29.5% (2010: 15.8%), reflecting the strong increase in profitability driven by operational process improvements. Good progress was made in winning new business. Specific areas of success included: • double universal joints for Dana and CNH; • custom clutch solution for John Deere; and • first application of auxiliary pump and high speed shafts in oil exploration. In addition to achieving strong organic growth and new business wins, on 5 September 2011, GKN Land Systems completed the £170 million acquisition of Stromag. Stromag is a market leading engineer of industrial power management components. Its core products include hydraulic clutches, electro-magnetic brakes and flexible couplings serving endmarkets including renewable energy, agricultural equipment, construction and mining machinery and the metal processing industry. The acquisition is an important step in the implementation of the GKN Land Systems’ strategy to build a global leader in industrial power management, extending its capability in electro-mechanical power management components and systems. In combination with the existing business, it provides a strong platform to accelerate growth in existing markets, together with access to a number of new customers and industrial segments, including renewable energy. Other Businesses GKN’s other businesses comprise Cylinder Liners, which is mainly a 59% owned venture in China, manufacturing engine liners for the truck market in the US, Europe and China and a 50% share in Emitec, which manufactures metallic substrates for catalytic converters in Germany, the US, China and India. Sales in the year were £106 million (2010: £87 million). Trading profit was £3 million (2010: £3 million) reflecting an improvement in the underlying business offset by the heavy investment by NoNOx, a division of Emitec, into selective catalytic reduction systems, particularly for the truck market. Hoeganaes’ Gallatin plant, USA As reported with the first half results in August 2011, the Hoeganaes Gallatin plant in the US was temporarily closed on 27 May 2011, following an explosion which resulted in fatalities. Production was gradually brought back during the third quarter. In total, £34 million of incremental shipping, purchasing and plant closure and remedial works costs were recorded. £15 million has subsequently been recovered from external insurance claims. Refer to note 2 for further details. Corporate costs Corporate costs, which comprise the costs of stewardship of the Group and operating charges and credits associated with the Group’s legacy businesses, were £16 million (2010: £14 million). Page 11 of 37 Other Financial Information Restructuring and impairment charges There were no Group restructuring and impairment charges during the year (2010: £39 million). Change in value of derivative and other financial instruments The Group enters into foreign exchange contracts to hedge much of its transactional exposure. At 31 December 2011, the net fair value of such instruments was a liability of £84 million (2010: £54 million liability). Where hedge accounting has not been applied, the change in fair value resulted in a charge of £29 million (2010: £3 million charge). There was a £3 million charge arising from the change in the fair value of embedded derivatives in the year (2010: £3 million credit) and a net gain of £2 million attributable to the currency impact on Group funding balances (2010: £12 million net gain). There was a £1 million loss on the change in the fair value of GKN Powder Metallurgy commodity contracts (2010: nil). Amortisation of non-operating intangible assets arising on business combinations The charge for the amortisation of non-operating intangible assets (for example, customer contracts, order backlogs and intellectual property rights) arising on business combinations was £22 million (2010: £19 million). The increase relates to the impact of the acquisitions of Getrag Driveline Products and Stromag. Gains and losses on changes in Group structure During the year the Group sold its 49% share in a joint venture company, GKN JTEKT Limited realising a profit of £4 million and its Aerospace Engineering Services business realising a further profit of £4 million. In 2010, the loss of £4 million principally related to the sale and closure of the Axles business. Post-tax earnings of joint ventures In management figures, 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 accounts. The Group’s share of post-tax earnings of joint ventures in the year was £38 million (2010: £35 million). Post-tax earnings on a management basis were £40 million (2010: £36 million), with trading profit of £49 million (2010: £44 million). The Group’s share of the tax charge amounted to £8 million (2010: £7 million) with an interest charge of £1 million (2010: £1 million). Underlying trading profit increased £7 million due to strong performance in our Chinese joint ventures, up £6 million, and improvements in Emitec (up £2 million). Net financing costs Net financing costs totalled £61 million (2010: £75 million) and include the non-cash charge on post-employment benefits of £17 million (2010: £31 million) and unwind of discounts of £2 million (2010: £4 million). Interest payable was £47 million (2010: £46 million), whilst interest receivable was £5 million (2010: £6 million) resulting in net interest payable of £42 million (2010: £40 million). Capitalised interest costs attributable to the Group’s A350 investment were £6 million (2010: £4 million) and interest charged on UK Government refundable advances was £2 million (2010: £2 million). The non-cash charge on post-employment benefits arises as the expected return on scheme assets of £153 million (2010: £145 million) was more than offset by interest on post-employment obligations of £170 million (2010: £176 million). Details of the assumptions used in calculating post-employment costs and income are provided in note 14. Page 12 of 37 Profit before tax The management profit before tax was £436 million (2010: £363 million), before the net £19 million impact from the temporary closure of the Hoeganaes Gallatin plant, described above. The profit before tax on a statutory basis was £351 million (2010: £345 million). Taxation The book tax rate on management profits of subsidiaries was 16% (2010: 11%), arising as a £60 million tax charge on management profits of subsidiaries of £377 million. 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 31% (2010: 32%). The book tax rate is significantly lower, largely because of the recognition of substantial deferred tax assets (mainly in the US, UK and Japan) due to increased confidence in the Group’s ability both to access and realise future taxable profits that absorb brought forward tax deductions, partially offset by an increase in the Group’s provision for uncertain tax positions. One of GKN’s core strategic tax objectives is to access brought forward tax deductions in order to sustain a ‘cash tax’ charge on management profits at or below 20%. ‘Cash tax’ provides a proxy for the cash cost of taxation of management profits. The cash tax charge was 13% (2010: 13%). In the near term, the ‘cash tax’ rate is expected to continue at or below 20% due to further utilisation of brought forward tax deductions. The tax rate on statutory profits of subsidiaries was 14% (2010: 6%) arising as a £45 million tax charge on statutory profits of £313 million. Non-controlling interests The profit attributable to non-controlling interests was £27 million (2010: £20 million) including a £21 million (2010: £15 million) impact from the pension partnership arrangement (see note 14 for further details). Earnings per share Management earnings per share was 22.6 pence (2010: 20.7 pence). On a statutory basis earnings per share was 18.0 pence (2010: 19.6 pence). Average shares outstanding in 2011 were 1,553.1 million (see note 3 for further details). Dividend In view of the improving trading performance and taking into account the Group’s future prospects, the Board has decided to recommend a final dividend of 4.0 pence per share (2010: 3.5 pence). The total dividend for the year will, therefore, be 6.0 pence (2010: 5.0 pence), representing a management earnings cover ratio of 3.8 times (2010: 4.1 times). The intention is to have a progressive dividend policy based on a management earnings cover ratio of around 2.5 times. The final dividend is payable on 21 May 2012 to shareholders on the register at 27 April 2012. 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 27 April 2012. Cash flow Operating cash flow, which is defined as cash generated from operations of £500 million (2010: £420 million) adjusted for capital expenditure (net of proceeds from capital grants) of £281 million (2010: £190 million), proceeds from the disposal / realisation of fixed assets of £8 million (2010: £5 Page 13 of 37 million) and UK Government refundable advances of nil (2010: £10 million), was an inflow of £227 million (2010: £245 million). Within operating cash flow there was an outflow of working capital and provisions of £89 million (2010: £59 million outflow). Average working capital as a percentage of sales increased from 6.8% in 2010, to 7.5% in 2011. Capital expenditure (net of proceeds from capital grants) on both tangible and intangible assets totalled £281 million (2010: £190 million), including £54 million (2010: £39 million) on the A350 programme. Of this, £235 million (2010: £159 million) was on tangible fixed assets and was 1.2 times (2010: 0.8 times) the depreciation charge. Expenditure on intangible assets, mainly initial non-recurring costs on Aerospace programmes, totalled £46 million (2010: £31 million). The Group invested £103 million in the year (2010: £92 million) on research and development activities not qualifying for capitalisation. 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 £147 million (2010: £188 million), after £31 million (2010: £55 million) of expenditure on the Group’s restructuring programmes and £19 million in relation to the temporary plant closure at Gallatin. The year on year change reflects an improvement in profitability more than offset by increased capital expenditure and a working capital outflow. Net interest paid totalled £43 million (2010: £46 million) and tax paid in the year was £38 million (2010: £33 million). Net borrowings At the end of the year, the Group had net borrowings of £538 million (2010: £151 million), the increase reflecting the £444 million acquisitions of Getrag Driveline Products and Stromag. The Group’s share of net funds in joint ventures was £2 million (2010: £17 million). Pensions and post-employment obligations GKN operates a number of defined benefit and defined contribution pension schemes together with historic retiree medical arrangements across the Group. The net amount included within trading profit of £33 million (2010: £26 million) includes the current service cost of £38 million (2010: £35 million) partly offset by credits arising from initiatives taken to reduce the Group’s post-employment liabilities. Other net financing charges of £17 million (2010: £31 million) have reduced partly due to the full year impact of the pension partnership arrangement and partly as a result of lower interest on liabilities due to the 30 basis point reduction in the discount rate between 31 December 2010 and 31 December 2009. Current service cost UK pensions Overseas pension Retiree medical and life insurance 2011 £m (24) (13) 2010 £m (22) (12) (1) (38) (1) (35) Net amount included within Trading Profit 2011 2010 £m £m (21) (20) (12) (6) (33) Page 14 of 37 (26) Other net financing charges 2011 2010 £m £m 5 (7) (19) (21) (3) (17) (3) (31) UK pensions The UK defined benefit scheme is a funded plan with all future benefits accrued on a career average basis. A hybrid pension plan providing benefits from an element of both defined benefit and defined contribution arrangements is open to new members. Members currently in employment with the Company represent approximately 18% of total liabilities of £2,650 million (2010: £2,435 million). The charge relating to the UK defined benefit scheme reflected in Trading Profit included a settlement credit of £2 million, net of expenses, relating to an enhanced transfer value exercise for deferred members of the UK scheme. The accounting deficit at 31 December 2011 of £259 million was £188 million higher than the deficit at the end of 2010. December 2011 asset values were above those of end December 2010 but the valuations of liabilities at 31 December 2011 were £215 million higher. This increase largely reflected the 70 basis point reduction in discount rate to 4.7% (£274 million) partially offset by the £109 million positive impact from a 35 basis point reduction in the assumption for long term inflation to 3%. Overseas pensions Overseas pension obligations arise mainly in the US, Germany and Japan. Trading profit benefited from the one-time curtailment/past service credit in Japan of £1 million. The deficit increased by £71 million to £539 million, £54 million of which was as a result of discount rate reductions in the US and Europe by 100 and 10 basis points, respectively. Retiree medical and life insurance GKN operates retiree medical and life insurance arrangements in North America and has a scheme, closed to new members, in the UK. The obligation in respect of all schemes at the end of the year was £70 million compared with £61 million at the end of 2010. The 100 basis point reduction in the US discount rate accounted for £7 million of the £9 million increase. Summary At 31 December 2011, the total deficit on post-employment obligations of the Group totalled £868 million (2010: £600 million), comprising the deficit on funded obligations of £465 million (2010: £193 million) and unfunded obligations of £403 million (2010: £407 million). Net assets Net assets of £1,624 million were £63 million lower than the December 2010 year end figure of £1,687 million. The decrease includes actuarial losses on post-employment obligations net of tax of £223 million, adverse currency movements net of tax of £32 million and dividends paid to equity shareholders of £85 million offset by retained profit of £306 million. Page 15 of 37 Exchange rates Exchange rates used for currencies most relevant to the Group’s operations are: Average Euro US dollar 2011 1.15 1.60 Year End 2010 1.16 1.55 2011 1.20 1.55 2010 1.17 1.57 The approximate impact on 2011 trading profit of subsidiaries and joint ventures of a 1% movement in the average rate would be euro - £1 million, US dollar - £2 million. Funding and liquidity At 31 December 2011, UK committed bank facilities were £755 million. Within this there are committed revolving credit facilities of £675 million that include £445 million of new five year facilities put in place in the second half of the year. The balance of UK committed facilities of £80 million is an eight-year amortising facility from the European Investment Bank (EIB). At 31 December 2011, drawings against the revolving credit facilities were £33 million and the Group drew down in full its £80 million facility from the EIB. The EIB loan is repayable in five £16 million instalments from 2015 and bears a fixed interest rate of 4.1%. Capital market borrowings were £526 million at 31 December 2011 and include unsecured issues of £176 million 7% bonds maturing in May 2012 and £350 million 6.75% bonds maturing in October 2019. The weighted average maturity profile of the Group’s committed borrowing facilities was 4.7 years. This leaves the Group well placed in the short term to manage sudden changes in liquidity in the financial markets All of the Group’s committed credit facilities have a financial covenant requiring EBITDA of subsidiaries to be at least 3.5 times net financing costs. In addition, the new five-year revolving credit facilities put in place in 2011 contains a financial covenant requiring 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 2011 EBITDA was 12.9 times greater than net interest, whilst net debt was 0.9 times EBITDA. Financial resources and going concern At 31 December 2011, the Group had net borrowings of £538 million. In addition, it had available, but undrawn, committed UK borrowing facilities totalling £642 million. The next maturities of the Group’s committed UK borrowing facilities are £176 million unsecured bond in May 2012 and £160 million revolving bank credit facilities in July 2013. The Directors have assessed the future funding requirements of the Group and the Company and compared them to the level of committed available borrowing facilities. The assessment included a review of both divisional and Group financial forecasts, financial instruments and hedging arrangements for the 19 months from the balance sheet date. Major assumptions have been compared to external reference points such as global light vehicle volumes, build schedules from aircraft assemblers and market forecasts from major manufacturers of agricultural and construction machinery. The forecasts show that the Group will have a sufficient level of headroom in the foreseeable future and an assessment of the likelihood of breaching covenants in this period is considered to be remote. Having undertaken this work, the Directors are of the opinion that the Group has adequate committed resources to fund its operations for the foreseeable future and so determine that it is appropriate for the financial statements to be prepared on a going concern basis. Page 16 of 37 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 underlying 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 deducting current and deferred tax, net debt, post-employment obligations and derivative financial instruments. Page 17 of 37 APPENDICES Page GKN Consolidated Financial Information Consolidated Income Statement for the year ended 31 December 2011 19 Consolidated Statement of Comprehensive Income for the year ended 31 December 2011 20 Consolidated Statement of Changes in Equity for the year ended 31 December 2011 20 Consolidated Balance Sheet at 31 December 2011 21 Consolidated Cash Flow Statement for the year ended 31 December 2011 22 Notes to the News Release 23-37 Page 18 of 37 Consolidated Income Statement For the year ended 31 December 2011 Notes 2011 £m 2010 £m Sales 2a 5,746 5,084 Trading profit Restructuring and impairment charges Change in value of derivative and other financial instruments Amortisation of non-operating intangible assets arising on business combinations UK Pension scheme curtailment Gains and losses on changes in Group structure Operating profit 2b 419 (31) 367 (39) 12 (22) 8 374 (19) 68 (4) 385 38 35 (47) 5 (19) (61) (46) 6 (35) (75) 351 345 (45) 306 (20) 325 6 21 27 279 306 5 15 20 305 325 18.0 17.9 19.6 19.6 4 5 14 6 Share of post-tax earnings of joint ventures Interest payable Interest receivable Other net financing charges Net financing costs 7a 7a 7b Profit before taxation Taxation Profit after taxation for the year 8 Profit attributable to other non-controlling interests Profit attributable to the Pension partnership Profit attributable to non-controlling interests Profit attributable to equity shareholders Earnings per share – p Continuing operations – basic Continuing operations – diluted 9 Page 19 of 37 Consolidated Statement of Comprehensive Income For the year ended 31 December 2011 2011 £m 306 2010 £m 325 6 (31) (4) 42 (1) 6 3 (2) 9 - (1) - 1 - (277) 56 (256) 50 (24) 58 85 410 23 6 21 27 50 387 8 15 23 410 Notes Profit after taxation for the year Currency variations Subsidiaries Arising in year Reclassified in year Joint ventures Arising in year Reclassified in year Derivative financial instruments Transactional hedging Arising in year Reclassified in year Actuarial gains and losses on post-employment obligations Subsidiaries Joint ventures Taxation Other comprehensive income/(expense) Total comprehensive income for the year Total comprehensive income for the year attributable to: Equity shareholders Other non-controlling interests Pension partnership Non-controlling interests 14 8 Consolidated Statement of Changes in Equity For the year ended 31 December 2011 Other reserves Notes At 1 January 2011 Share capital £m Capital redemption reserve £m Share premium account £m Retained Exchange earnings reserve £m £m Hedging reserve £m Other reserves £m Shareholders’ equity £m Non-controlling interests Pension partnership Other £m £m Total equity £m 159 298 9 788 388 (196) (133) 1,313 346 Profit for the year - - - 279 - - - 279 21 28 1,687 6 306 Other comprehensive income/(expense) - - - (223) (32) (1) - (256) - - (256) Share-based payments - - - 6 - - - 6 - - 6 - - - - - - - - (23) - (23) - - - (5) - - - (5) - - (5) - - - (85) - - - (85) - - (85) (6) (6) Distribution from Pension partnership to UK Pension scheme 14 Purchase of own shares by Employee Share Ownership Plan Trust Dividends paid to equity shareholders 10 Dividends paid to non-controlling - - - - - - - - - At 31 December 2011 159 298 9 760 356 (197) (133) 1,252 344 At 1 January 2010 interests 28 1,624 457 - 9 431 343 (197) (95) 948 - 24 972 Profit for the year - - - 305 - - - 305 15 5 325 Other comprehensive income/(expense) - - - 36 45 1 - 82 - 3 85 Investment in Pension partnership by - - - - - - - - 331 - 331 Purchase of non-controlling interests UK Pension scheme 14 - - - (2) - - - (2) - (3) (5) Share-based payments - - - 3 - - - 3 - - 3 (298) 298 - 38 - - (38) - - - - - - - (23) - - - (23) - - (23) (1) (1) Transfers Dividends paid to equity shareholders 10 Dividends paid to non-controlling interests At 31 December 2010 - - - - - - - - - 159 298 9 788 388 (196) (133) 1,313 346 28 1,687 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 20 of 37 Consolidated Balance Sheet At 31 December 2011 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 8 Current assets Inventories Trade and other receivables Current tax assets Derivative financial instruments Other financial assets Cash and cash equivalents 8 11 Total assets Liabilities Current liabilities Borrowings Derivative financial instruments Trade and other payables Current tax liabilities Provisions 11 8 Non-current liabilities Borrowings Derivative financial instruments Deferred tax liabilities Trade and other payables Provisions Post-employment obligations 11 8 14 Total liabilities Net assets Shareholders' equity Share capital Capital redemption reserve Share premium account Retained earnings Other reserves Non-controlling interests Total equity Page 21 of 37 2011 £m 2010 £m 534 424 1,812 147 37 21 224 3,199 350 200 1,651 143 23 19 171 2,557 749 962 16 5 156 1,888 5,087 637 762 10 13 4 438 1,864 4,421 (228) (30) (1,308) (138) (46) (1,750) (61) (13) (1,065) (100) (57) (1,296) (466) (72) (96) (120) (91) (868) (1,713) (3,463) (532) (61) (63) (108) (74) (600) (1,438) (2,734) 1,624 1,687 159 298 9 760 26 1,252 372 1,624 159 298 9 788 59 1,313 374 1,687 Consolidated Cash Flow Statement For the year ended 31 December 2011 Notes Cash flows from operating activities Cash generated from operations Special contribution to the UK Pension scheme Interest received Interest paid Tax paid Dividends received from joint ventures Cash flows from investing activities Purchase of property, plant and equipment Receipt of government capital grants Purchase of intangible assets Receipt of government refundable advances Proceeds from sale and realisation of fixed assets Acquisition of subsidiaries (net of cash acquired) Acquisition of other investments Purchase of non-controlling interests Proceeds from sale of businesses (net of cash disposed) Proceeds from sale of joint venture Investments in joint ventures Investment loans and capital contributions Cash flows from financing activities Investment in Pension partnership by UK Pension scheme Distribution from Pension partnership to UK Pension scheme Purchase of own shares by Employee Share Ownership Plan Trust Proceeds from borrowing facilities Bond buy back including buy back premium Repayment of other borrowings Finance lease payments Amounts placed on deposit Amounts returned from deposit Dividends paid to shareholders Dividends paid to non-controlling interests Currency variations on cash and cash equivalents Movement in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December Page 22 of 37 13 14 6 6 14 14 10 13 2011 £m 2010 £m 500 5 (48) (38) 35 454 420 (331) 7 (53) (33) 23 33 (236) 1 (46) 8 (450) (4) 5 8 (4) (718) (162) 3 (31) 10 5 (6) (5) 5 1 (10) (3) (193) (23) 331 - (5) 115 (10) 4 (85) (6) (10) 38 (26) (48) (1) (4) 20 (23) (1) 286 (2) (276) 421 145 7 133 288 421 Notes to the News Release For the year ended 31 December 2011 1 Basis of preparation The financial information for the year ended 31 December 2011 contained in this News Release was approved by the Board on 27 February 2012. 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 2011. No standards or interpretations have been adopted before the required implementation date. Statutory accounts for the year ended 31 December 2010 have been delivered to the Registrar of Companies. Statutory accounts for the year ended 31 December 2011 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 The Group's reportable segments have been determined based on reports reviewed by the Executive Committee led by the Chief Executive. The operating activities of the Group are largely structured according to the markets served; automotive, aerospace and the land systems markets. Automotive is managed according to product groups; driveline and powder metallurgy. Reportable segments derive their sales from the manufacture of product. Revenue from services, inter segment trading and royalties is not significant. (a) Sales Automotive Powder Land Driveline Metallurgy Aerospace Systems Total £m £m £m £m £m 2011 2,432 845 1,481 805 Subsidiaries 246 42 Joint ventures 2,678 845 1,481 847 5,851 Acquisitions 117 38 155 Subsidiaries 106 6,112 (366) 5,746 Other businesses Management sales Less: Joint venture sales Income statement – sales 2010 Subsidiaries Joint ventures 2,180 253 2,433 Other businesses Management sales Businesses sold and closed – Axles Less: Joint venture sales Income statement – sales Page 23 of 37 759 759 1,451 1,451 664 35 699 5,342 87 5,429 10 (355) 5,084 Notes to the News Release For the year ended 31 December 2011 2 Segmental analysis (continued) (b) Trading profit Automotive Powder Driveline Metallurgy Aerospace £m £m £m 2011 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 Acquisitions Trading profit – subsidiaries Acquisition related charges Land Systems £m 255 103 208 77 (107) (3) 145 46 191 (31) 72 72 (34) (5) 169 (3) 166 (13) (1) 63 5 68 7 (3) - - 4 (5) 238 84 209 49 (107) (3) 128 41 169 (30) 54 54 (39) (6) 164 (2) 162 (15) (1) 33 4 37 Total £m Other businesses Gallatin temporary plant closure Corporate and unallocated costs Management trading profit Less: Joint venture trading profit Income statement – trading profit 2010 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 Other businesses Corporate and unallocated costs Management trading profit Less: Joint venture trading profit Income statement – trading profit 497 11 (8) 3 3 (19) (16) 468 (49) 419 422 3 (14) 411 (44) 367 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. There is a net credit in Corporate of £2 million (2010: £8 million; Driveline £6 million and Corporate £2 million) within trading profit in respect of changes to retiree benefit arrangements. Gallatin temporary plant closure As a consequence of the temporary plant closure at Gallatin, a Hoeganaes facility within Powder Metallurgy, following an incident on 27 May 2011, the Group has incurred a significant amount of incremental, one-off costs. The information presented in this note should be read in conjunction with page 11. The Group income statement for the year ended 31 December 2011 includes a net pre-tax charge of £19 million in relation to the Gallatin temporary plant closure. The £19 million, which has been charged to trading profit, represents a gross cost of £34 million offset by recoveries from the Group’s external insurer of £15 million. The £34 million covers the cost of responding to customer obligations, £20 million, including premium freight and powder supply charges, rectification and corrections to the plant configuration, £8 million, fixed employment costs that were unabsorbed in June and July as a result of no productive activity, £4 million, and professional fees and other costs amounting to £2 million. The net £19 million charge attracts taxation relief of £4 million. The impact on cash flows from operating activities was a net outflow of £19 million. Page 24 of 37 Notes to the News Release For the year ended 31 December 2011 3 Adjusted performance measures (a) Reconciliation of reported and management performance measures Sales As Joint reported ventures £m £m 5,746 366 Trading profit Restructuring and impairment charges Change in value of derivative and other financial instruments Amortisation of non-operating intangible assets arising on business combinations UK Pension scheme curtailment Gains and losses on changes in Group structure Operating profit 2011 Exceptional and nontrading Management As items basis reported £m £m £m 6,112 5,084 Joint ventures £m 355 2010 Exceptional and nontrading Management items basis £m £m (10) 5,429 419 49 - 468 367 44 - 411 - - - - (39) - 39 - (31) - 31 - 12 - (12) - (22) - 22 - (19) - 19 - - - - - 68 - (68) - 8 374 49 (8) 45 468 (4) 385 44 4 (18) 411 Share of post-tax earnings of joint ventures 38 (49) 2 (9) 35 (44) 1 (8) Interest payable Interest receivable Other net financing charges Net financing costs Profit before taxation (47) 5 (19) (61) 351 - 19 19 66 (47) 5 (42) 417 (46) 6 (35) (75) 345 - 35 35 18 (46) 6 (40) 363 Taxation Profit from continuing operations Profit attributable to non-controlling interests Earnings Earnings per share - p (45) - (15) (60) (20) - (17) (37) 306 - 51 357 325 - 1 326 (27) 279 18.0 - 21 72 4.6 (6) 351 22.6 (20) 305 19.6 - 15 16 1.1 (5) 321 20.7 Impact of Gallatin temporary plant closure Given the significance of the Gallatin incident and related net charge in 2011 (see note 2b), the table below highlights the impact of the temporary plant closure on trading profit and margin. (b) Summary by segment Driveline Powder Metallurgy Aerospace Land Systems Other businesses (Cylinder Liners and Emitec) Getrag (Driveline) Stromag (Land Systems) Corporate and unallocated costs Gallatin temporary plant closure Sales £m 2,678 845 1,481 847 106 117 38 6,112 6,112 Page 25 of 37 2011 Trading profit £m 191 72 166 68 3 4 (1) (16) 487 (19) 468 Margin 7.1% 8.5% 11.2% 8.0% 8.0% 7.7% Sales £m 2,433 759 1,451 699 87 5,429 2010 Trading profit £m 169 54 162 37 3 (14) 411 Margin 6.9% 7.1% 11.2% 5.3% 7.6% Notes to the News Release For the year ended 31 December 2011 4 Change in value of derivative and other financial instruments Forward currency contracts (not hedge accounted) Embedded derivatives Commodity contracts (not hedge accounted) Net gains and losses on intra-group funding Arising in year Reclassified in year 5 2010 £m (3) 3 - 2 2 (31) 12 12 12 2011 £m (17) (5) (22) 2010 £m (16) (3) (19) 2011 £m 2010 £m 4 4 8 (5) 1 (4) Amortisation of non-operating intangible assets arising on business combinations Marketing related Customer related Technology based 6 2011 £m (29) (3) (1) (33) Gains and losses on changes in Group structure Profits and losses on sale or closure of businesses Business sold – GKN Aerospace Engineering Services Business sold and closed – (2010: Axles) Profit on sale of joint venture Investment write up on acquisition of GKN Aerospace Services Structures Corp. On 31 March 2011 the Group sold its 49% share in a joint venture company, GKN JTEKT Limited, for cash consideration of £8 million. A profit on sale of £4 million was realised which includes £2 million of previous currency variations reclassified from other reserves. On 30 November 2011 the Group sold its Engineering Services division of GKN Aerospace for net cash consideration of £5 million. A profit on sale of £4 million was realised which represents previous currency variations reclassified from other reserves. On 1 September 2010 the Group concluded the sale of its European agricultural axles operations with other operations closed during the year. Sale proceeds were £5 million and a net loss of £5 million was realised representing trading losses of £2 million, tangible fixed asset impairment of £1 million, other asset write downs of £3 million and reclassified currency variations from other reserves of £1 million. 7 (a) Net financing costs Interest payable and fee expense Short term bank and other borrowings Loans repayable within five years Loans repayable after five years Bond buy back premium Government refundable advances Borrowing costs capitalised Finance leases Interest receivable Short term investments, loans and deposits Net interest payable and receivable Page 26 of 37 2011 £m 2010 £m (10) (14) (26) (2) 6 (1) (47) (7) (15) (24) (1) (2) 4 (1) (46) 5 (42) 6 (40) Notes to the News Release For the year ended 31 December 2011 7 (b) 8 (a) Net financing costs (continued) 2011 £m 2010 £m 153 (170) (17) (2) (19) 145 (176) (31) (4) (35) 2011 £m 2010 £m (82) 10 (22) 1 (93) (65) 20 (27) (1) (73) (26) 7 58 9 48 (45) (23) (2) 72 (2) 8 53 (20) 2011 £m (97) 37 (60) 2010 £m (84) 47 (37) 4 11 15 (45) 11 6 17 (20) Other net financing charges Expected return on scheme assets Interest on post-employment obligations Post-employment finance charges Unwind of discounts 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 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 Changes in tax rates 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 credit Deferred tax credit Total for tax charge for the year Management tax rate The tax charge arising on management profits of subsidiaries of £377 million (2010: £327 million) was £60 million (2010: £37 million charge) giving an effective tax rate of 16% (2010: 11%). Details of the effective tax rate for the Group and the underlying events and transactions affecting this are given on page 13. Tax reconciliation Profit before tax Less share of post-tax earnings of joint ventures Profit before tax excluding joint ventures 2011 £m 351 (38) 313 Tax charge calculated at 26.5% (2010: 28%) standard UK corporate tax rate Differences between UK and overseas corporate tax rates Non-deductible and non-taxable items Utilisation of previously unrecognised tax losses and other assets Other changes in unrecognised deferred tax assets Changes in tax rates Tax charge on ordinary activities Net movement on provision for uncertain tax positions Other adjustments in respect of prior years Total tax charge for the year (83) (16) (2) 10 58 (33) (22) 10 (45) Page 27 of 37 % (26) (5) (1) 3 19 (10) (7) 3 (14) 2010 £m 345 (35) 310 (87) 8 (11) 20 72 (2) (27) 7 (20) % (28) 3 (4) 7 23 (1) (8) 2 (6) Notes to the News Release For the year ended 31 December 2011 8 (b) Taxation (continued) Tax included in comprehensive income 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) 2010 £m 46 (3) 14 1 58 2011 £m 16 (138) (122) 2010 £m 10 (100) (90) 2011 £m 224 (96) 128 2010 £m 171 (63) 108 Current tax Assets Liabilities (d) 2011 £m 30 1 24 1 56 Recognised deferred tax Deferred tax assets Deferred tax liabilities There is a net £48 million deferred tax credit to the income statement in the year (2010: £53 million) and a further deferred tax credit of £31 million has been recorded directly in other comprehensive income (2010: £46 million). Primarily these credits relate to the recognition of previous unrecognised future tax deductions in the US, the UK and Japan, based on management projections which indicate the future availability of taxable profits to absorb the deductions. 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 2011 Included in the income statement Included in other comprehensive income Businesses acquired Currency variations At 31 December 2011 At 1 January 2010 Other movements Included in the income statement Included in other comprehensive income Businesses acquired Currency variations At 31 December 2010 Assets Postemployment Tax obligations losses £m £m 111 120 23 30 1 4 142 147 74 45 2 (11) 75 46 111 120 Liabilities Other £m 47 12 (8) 51 46 1 47 Fixed assets £m (161) 11 (60) 4 (206) (145) (2) (12) (3) 1 (161) Other £m (9) 2 1 (6) (6) (3) (9) Total £m 108 48 31 (68) 9 128 14 53 43 (3) 1 108 Deferred tax assets totalling £41 million (2010: £39 million) have been recognised in territories where tax losses have been incurred in the year as future profitability is expected which will result in their realisation. Page 28 of 37 Notes to the News Release For the year ended 31 December 2011 8 (e) Taxation (continued) Unrecognised deferred tax assets Certain deferred tax assets have not been recognised on the basis that the Group’s ability to utilise them is uncertain as shown below. Tax losses - with expiry: national Tax losses - with expiry: local Tax losses - without expiry Total tax losses Post-employment obligations Other temporary differences Total other temporary differences Unrecognised deferred tax assets Tax value £m 142 20 120 282 70 41 111 393 2011 Gross £m 401 487 463 1,351 298 161 459 1,810 Expiry period 2012-2031 2012-2031 Tax value £m 215 41 109 365 66 38 104 469 2010 Gross £m 619 480 399 1,498 245 136 381 1,879 Expiry period 2011-2030 2011-2030 No deferred tax is recognised on the unremitted earnings of overseas subsidiaries except where the distribution of such profits is planned. If these earnings were remitted in full, tax of £13 million (2010: £25 million) would be payable. 9 Earnings per share Basic eps Dilutive securities Diluted eps Earnings £m 279 279 2011 Weighted average number of shares million 1,553.1 6.3 1,559.4 Earnings per share pence 18.0 (0.1) 17.9 Earnings £m 305 305 2010 Weighted average number of shares million 1,552.6 0.7 1,553.3 Earnings per share pence 19.6 19.6 Management basis earnings per share, 22.6p (2010: 20.7p) are presented in note 3 and use the weighted average number of shares consistent with basic earnings per share calculation. Management earnings per share using the cash tax rate is 23.2p (2010: 20.4p). 10 Dividends 2010 interim dividend paid 2010 final dividend paid 2011 interim dividend paid 2011 final dividend proposed Paid or proposed in respect of 2011 2010 pence pence 1.5 3.5 2.0 4.0 6.0 5.0 2012 £m 62 62 Recognised 2011 £m 54 31 85 2010 £m 23 23 The 2011 final year proposed dividend will be paid on 21 May 2012 to shareholders who are on the register of members at close of business on 27 April 2012. Page 29 of 37 Notes to the News Release For the year ended 31 December 2011 11 Net borrowings Analysis of net borrowings 2011 Other borrowings £350 million 6¾% 2019 unsecured bond £176 million 7% 2012 unsecured bond Other secured US$ denominated loan Other long term borrowings 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 2010 Other borrowings £350 million 6¾% 2019 unsecured bond £176 million 7% 2012 unsecured bond Other secured US$ denominated loan Other long term borrowings 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 Current Within one year £m One to two years £m Non-current Two to five More than years five years £m £m (176) (2) (1) (11) (38) (228) 150 6 156 (72) (3) (1) (4) (4) (1) (65) (1) (67) (67) (1) (6) (1) (17) (36) (61) 158 280 438 4 381 (176) (2) (1) (179) (179) (5) (1) (6) (6) Total Total £m £m (347) (48) (395) (395) (347) (4) (113) (2) (466) (466) (347) (176) (6) (113) (3) (11) (38) (694) 150 6 156 (538) (347) (347) (347) (347) (176) (7) (2) (532) (532) (347) (176) (8) (6) (3) (17) (36) (593) 158 280 438 4 (151) Other borrowings include: unsecured £350 million (2010: £350 million) 6¾% bond maturing in 2019 less unamortised issue costs of £3 million (2010: £3 million); unsecured £176 million (2010: £176 million) 7% bond maturing in 2012 less unamortised issue costs of nil (2010: nil); and a secured term loan of £6 million (2010: £8 million) secured by way of a fixed and floating charge on certain Aerospace fixed assets. Other long term borrowings include £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. Also included is £33 million drawn from the Group’s new 2016 Revolving Credit Facility of £445 million. The term of the facility is 5 years and attracts a variable interest rate. Page 30 of 37 Notes to the News Release For the year ended 31 December 2011 12 Business combinations Acquisition of Getrag GKN Driveline acquired the all-wheel-drive (AWD) components businesses from Getrag KG on 30 September 2011. The Group acquired 100% of the equity of: 1) Getrag Corporation, formerly a joint venture with Dana Corporation, based in the United States; and 2) Getrag All Wheel Drive AB, formerly a joint venture with Dana Holding Corporation and Volvo Car Corporation, based in Sweden. The entities acquired are together referred to as “Getrag Driveline Products”. The core business of Getrag Driveline Products is the Tier 1 supply of geared driveline products, namely Power Transfer Units and Rear Drive Units for AWD vehicles, along with Final Drive Units for high performance rear wheel drive vehicles. It is an excellent fit with GKN’s existing range of products and technology. The operations have a product, manufacturing and customer footprint which is complementary to GKN’s own geared product business, which is predominantly based in Asia. As part of the overall transaction, GKN is also acquiring an exclusive licence, principally for Europe and the Americas, to Getrag’s electric drivetrain technology for use in electric and certain hybrid vehicles. The identifiable assets acquired and liabilities assumed below are provisional as the review of certain liabilities and provisions is on-going. £m Intangible fixed assets - customer related - technology based - marketing related Property, plant and equipment Other non-current assets Cash Inventories Trade and other receivables Trade and other payables Post-employment obligations Provisions Deferred tax Provisional goodwill 75 53 2 94 1 23 36 84 (96) (1) (33) (38) 115 315 Satisfied by: Cash Repayment of loan Total cash and cash equivalents Contingent consideration Fair value of consideration 287 22 309 6 315 The Group has agreed to pay the selling shareholders additional consideration of up to £6 million depending on Getrag Driveline Products’ success in achieving future business awards in the postacquisition period. The range of the total contingent consideration payment, based on individual contracts is nil to £8 million, however, there is a maximum cap of £6 million. The fair value of the contingent consideration at the acquisition date was £6 million, calculated using a discount rate equal to the incremental short term borrowing rate of 2%. There was no change in the contingent consideration balance at 31 December 2011. From the date of acquisition to the balance sheet date, Getrag Driveline Products contributed £117 million to sales and £7 million to trading profit. If the acquisition had been completed on 1 January 2011 the Group’s statutory sales and trading profit for the year ended 31 December 2011 are estimated at £6,082 million and £438 million respectively. Page 31 of 37 Notes to the News Release For the year ended 31 December 2011 12 Business combinations (continued) Acquisition of Stromag GKN Land Systems acquired the entire share capital of Stromag Holding GmbH (Stromag) from former shareholders which included Equita GmbH & Co. Holding KGaA and a large number of other organisations and individuals, including management on 5 September 2011. Stromag is a market leading engineer of industrial power management components with a strong technology base and focus on providing tailored solutions for its customers. Its core products include hydraulic clutches, electro-magnetic brakes and flexible couplings serving end-markets including agricultural equipment, construction and mining machinery, renewable energy and the metal processing industry with a recognised brand. The business is headquartered in Germany and has operations in Germany, France, USA, Brazil, India and China. The identifiable assets acquired and liabilities assumed below are provisional as the review of certain liabilities and provisions remains on-going. £m Intangible fixed assets - customer related - technology based - marketing related Property, plant and equipment Indemnity asset Cash Inventories Trade and other receivables Trade and other payables Provisions Post-employment obligations Deferred tax Provisional goodwill 51 23 5 31 12 12 26 20 (24) (18) (11) (30) 73 170 Satisfied by: Cash Repayment of loan Fair value of total consideration, all cash and cash equivalents 143 27 170 From the date of acquisition to the balance sheet date, Stromag contributed £38 million to sales and £4 million to trading profit. If the acquisition had been completed on 1 January 2011 the Group’s statutory sales and trading profit for the year ended 31 December 2011 are estimated at £5,827 million and £428 million respectively. Page 32 of 37 Notes to the News Release For the year ended 31 December 2011 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 Restructuring and impairment charges Change in fair value of derivative and other financial instruments Amortisation of government capital grants Net profits on sale and realisation of fixed assets Gains and losses on changes in Group structure 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 Bond buy back Finance leases 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 Page 33 of 37 2011 £m 374 2010 £m 385 191 1 10 22 31 (1) (3) (8) 6 (34) (60) (109) 80 500 191 2 10 19 (12) (1) (1) (1) 3 (116) (63) (117) 121 420 (276) (109) (2) (387) (151) (538) 133 (6) 25 1 (4) 149 (300) (151) 156 (11) 145 438 (17) 421 Notes to the News Release For the year ended 31 December 2011 14 Post-employment obligations 2011 £m (443) (355) (22) (48) (868) Post-employment obligations as at the year end comprise: Pensions - funded - unfunded Medical - funded - unfunded 2010 £m (176) (363) (17) (44) (600) The Group's pension arrangements comprise various defined benefit and defined contribution schemes throughout the world. The main externally funded defined benefit pension schemes operate in the UK, US and Japan. In Europe, funds are retained within certain businesses to provide defined benefit pension benefits. In addition, in the US and UK a number of retirement plans are operated which provide certain employees with post-employment medical benefits. (a) Defined benefit schemes - measurement and assumptions Independent actuarial valuations of all major defined benefit scheme assets and liabilities were carried out at 31 December 2011. The present value of the defined benefit obligation, the related current service cost and the past service cost were measured using the projected unit credit method. Key assumptions were: 2011 Rate of increase in pensionable salaries Rate of increase in payment and deferred pensions Discount rate Inflation assumption Rate of increases in medical costs: Initial/long term 2010 Rate of increase in pensionable salaries Rate of increase in payment and deferred pensions Discount rate Inflation assumption Rate of increases in medical costs: Initial/long term UK % Americas % Europe % ROW % 4.00 3.10 4.70 3.00 6.0/5.4 3.50 2.00 4.50 2.50 8.5/5.0 2.50 1.75 4.90 1.75 n/a n/a 1.65 n/a n/a 4.35 2.90 5.40 3.35 6.5/6.0 3.50 2.00 5.50 2.50 9.0/5.0 2.50 1.75 5.00 1.75 n/a n/a 1.75 0.75 n/a The discount rates in the table above for the UK and Europe were referenced against specific iBoxx indices, whilst the Citigroup liability index was the reference point for the USA discount rate. The reference for the UK discount rate was the yield as at 31 December on the iBoxx GBP Corporate rated AA bonds with a maturity of 15 years plus. The reference for the European discount rate was the yield as at 31 December on the iBoxx Euro Corporate rated AA bonds with a maturity of 10 years plus of 4.7%, adjusted to reflect the duration of liabilities. For the USA, the discount rate referenced both the Citigroup liability index and the Merrill Lynch US corporate AA 15+ years as at 31 December 2011 of 4.4 and 4.55, respectively. The underlying mortality assumptions for the major schemes are as follows: United Kingdom Such is the size and profile of the UK scheme that data on the scheme's mortality experience is collected and reviewed annually. The key current year mortality assumptions for the scheme use S1NA (year of birth) mortality tables allowing for medium cohort projections with a minimum improvement of 1% and a +0.5 age rating for male members and a +0.7 age rating for female members consistent with the prior year. Using these assumptions a male aged 65 lives for a further 20.7 years and a female aged 65 lives for a further 23.3 years. A male aged 45 is expected to live a further 22.4 years from age 65 and a female aged 45 is expected to live a further 25.1 years from age 65. Overseas In the USA, PPA2011 tables have been used whilst in Germany the RT2005-G tables have again been used. In the USA the longevity assumption for a male aged 65 is that he lives a further 19.1 years (female 21.0 years) whilst in Germany a male aged 65 lives for a further 18.4 years (female 22.5 years). The longevity assumption for a USA male currently aged 45 is that he also lives for a further 19.1 years once attaining 65 years (female 21.0 years), with the German equivalent assumption for a male being 21.1 years (female 25.1 years). These assumptions are based solely on the prescribed tables not on actual GKN experience. Assumption sensitivity analysis The impact of a one percentage point movement in the primary assumptions on the defined benefit net obligations as at 31 December 2011 is set out below: UK Americas Europe ROW Discount rate +1% Discount rate -1% Rate of inflation +1% Rate of inflation -1% Rate of increase in medical costs +1% Rate of increase in medical costs -1% Liabilities £m Income statement £m Liabilities £m Income statement £m Liabilities £m Income statement £m Liabilities £m Income statement £m 366 (433) (342) 291 (1) 1 1.8 0.8 (22.1) 20.3 (0.1) 0.1 56 (70) (2) 1 (0.5) 0.5 (0.2) 0.2 44 (54) (37) 31 - (0.1) (2.3) 2.0 - 5 (5) - (0.2) 0.2 - Page 34 of 37 Notes to the News Release For the year ended 31 December 2011 14 Post-employment obligations (continued) (b) Defined benefit schemes - reporting The amounts included in operating profit are: Trading Profit Redundancy Employee and other benefit employment expense amounts £m £m 2011 Current service cost Past service Settlement/curtailments 2010 Current service cost Past service Settlement/curtailments UK Pension scheme curtailment £m Total £m (38) 1 4 (33) - - (38) 1 4 (33) (35) 1 9 (25) (1) (1) 68 68 (35) 77 42 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 Americas £m £m (13) (39) (2,650) (430) 2,391 248 (272) (221) 2011 Europe £m (351) (32) 31 (352) ROW £m (46) 23 (23) Total £m (403) (3,158) 2,693 (868) 2010 £m (407) (2,853) 2,660 (600) The contribution expected to be paid by the Group during 2012 to the UK scheme is £29 million and to overseas schemes £45 million. Section (d) of this note describes the Pension partnership interest created on 31 March 2010 under which the second distribution of £30 million is expected to be made in the first half of 2012. Cumulative actuarial gains and losses recognised in equity are as follows: 2011 £m (358) (277) (635) At 1 January Net actuarial losses in year At 31 December 2010 £m (334) (24) (358) Post-employment obligations Movement in schemes' obligations (funded and unfunded) during the year UK Americas £m £m (2,448) (399) (1) (24) (4) (129) (21) (4) (201) (55) 127 17 1 16 (7) (2,663) (469) (2,440) (355) (22) (4) (135) (22) (4) (61) (26) 129 17 (1) 1 86 (10) (2,448) (399) At 1 January 2011 Businesses acquired Current service cost Interest Contributions by participants Actuarial gains and losses Benefits paid Past service cost Settlements/curtailments Currency variations At 31 December 2011 At 1 January 2010 Businesses acquired Current service cost Interest Contributions by participants Actuarial gains and losses Benefits paid Past service cost Settlements/curtailments Currency variations At 31 December 2010 Page 35 of 37 Europe £m (369) (13) (6) (19) (2) 16 10 (383) (352) (6) (18) (1) (20) 17 11 (369) ROW £m (44) (4) (1) 2 3 1 (3) (46) (39) (3) (1) (2) 3 6 (8) (44) Total £m (3,260) (14) (38) (170) (4) (256) 163 1 17 (3,561) (3,186) (35) (176) (5) (109) 166 92 (7) (3,260) Notes to the News Release For the year ended 31 December 2011 14 (b) Post-employment obligations (continued) Defined benefit schemes – reporting (continued) Movement in schemes' assets during the year UK Americas £m £m 2,364 245 134 17 (19) 23 19 4 (13) (121) (17) 3 2,391 248 1,930 215 128 16 76 10 39 16 331 4 (15) (129) (18) 6 2,364 245 At 1 January 2011 Businesses acquired Expected return on assets Actuarial gains and losses Contributions by Group Contributions by participants Settlements/curtailments Benefits paid Currency variations At 31 December 2011 At 1 January 2010 Businesses acquired Expected return on assets Actuarial gains and losses Contributions by Group Special contribution Contributions by participants Settlements/curtailments Benefits paid Currency variations At 31 December 2010 Europe £m 28 2 1 31 27 1 1 (1) 28 ROW £m 23 1 (2) 3 (3) 1 23 18 (1) 2 (1) 5 23 Total £m 2,660 2 153 (21) 45 4 (13) (141) 4 2,693 2,190 145 85 57 331 5 (15) (149) 11 2,660 Total £m (3,158) (403) (3,561) 2010 £m (2,853) (407) (3,260) The defined benefit obligation is analysed between funded and unfunded schemes as follows: Funded Unfunded UK Americas £m £m (2,650) (430) (13) (39) (2,663) (469) 2011 Europe £m (32) (351) (383) ROW £m (46) (46) The fair value of the assets in the schemes and the expected rates of return were: UK Americas Europe ROW Long term Long term Long term Long term rate of rate of rate of rate of return return return return expected Value expected Value expected Value expected % £m % £m % £m % At 31 December 2011 7.8 696 8.9 166 5.8 Equities (inc. Hedge Funds) 3.9 1,182 3.0 75 0.9 Bonds 6.6 97 Property 0.5 39 2.3 7 Cash and net current assets 6.1 344 Partnership plan asset 4.7 33 4.8 31 0.9 Other assets 2,391 248 31 At 31 December 2010 Equities (inc. Hedge Funds) 7.8 741 8.5 171 5.5 Bonds 5.0 1,115 3.6 69 1.0 Property 6.6 90 Cash and net current assets 0.5 39 2.8 5 Partnership plan asset 6.1 346 Other assets 5.5 33 4.8 28 1.3 2,364 245 28 Value £m 8 9 6 23 11 8 4 23 The expected return on plan assets is a blended average of projected long term returns for the various asset classes. Equity returns are developed based on the selection of the equity risk premium above the risk-free rate which is measured in accordance with the yield on government bonds. Bond returns are selected by reference to the yields on government and corporate debt, as appropriate to the plan's holdings of these instruments. All other asset classes returns are determined by reference to current experience. The Pension partnership interest has been valued on a discounted cash flow basis. The valuation considered separately the profiles of the originating royalty and rental income streams using the Group’s current budget and forecast data with other factors considered being related expenses including taxation, timing of the distributions, exchange rates, bond yields and the Group’s weighted average cost of capital. The actual return on plan assets was £132 million (2010: £230 million). Page 36 of 37 Notes to the News Release For the year ended 31 December 2011 14 Post-employment obligations (continued) (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 £15 million (2010: £15 million). (d) Pension partnership interest On 31 March 2010 the Group agreed an asset-backed cash payment arrangement with the Trustee of the UK Pension scheme to help address the UK pension funding deficit. In connection with the arrangement certain UK freehold properties and a non-exclusive licence over the GKN trademarks, together with associated rental and royalty rights, were transferred to a limited partnership established by the Group. The partnership is controlled by and its results are consolidated by the Group. The fair value of the assets transferred was £535 million. On 31 March 2010, the Group made a special contribution to the UK Pension scheme of £331 million and on the same date the UK Pension scheme used this contribution to acquire a nominal limited interest in the partnership for its fair value of £331 million. The UK Pension scheme’s nominal partnership interest entitles it to a distribution from the income of the partnership of £30 million per annum for 20 years subject to a discretion exercisable by the Group in certain circumstances. At inception the discounted value of the cash distributions was assessed at £331 million which was recognised as a pension plan asset and as a non-controlling interest in equity. The first distribution of £23 million for the period from 31 March to 31 December 2010 was made in the second quarter of 2011. 15 Post balance sheet events On 27 January 2012 the Group announced the dissolution of its Driveline joint arrangements with JTEKT Corporation (`JTEKT`) in Rayong, Thailand. On the same date the Group acquired the remaining shares in a non-controlling interest, GKN Driveline JTEKT Manufacturing Limited. Following the dissolution, GKN now owns 100% of GKN Driveline JTEKT Manufacturing Limited. The Group paid JTEKT net consideration of approximately £8 million, with further deferred consideration of £1 million contingent upon certain specified future business awards. Page 37 of 37