30th Jul 2013 07:00
NEWS RELEASE 30 July 2013
GKN plc Results Announcement for the six months ended 30 June 2013
Management basis(1) | As reported | |||||
2013£m | 2012*£m | Change % | 2013£m | 2012*£m | Change % | |
Sales | 3,869 | 3,459 | +12 | 3,647 | 3,254 | +12 |
Operating profit | 320 | 291 | +10 | 170 | 299 | -43 |
Trading margin (%) | 8.3% | 8.4% | -10bps | |||
Profit before tax | 278 | 264 | +5 | 134 | 279 | -52 |
Earnings per share | 13.8p | 14.3p | -3 | 5.8p | 13.9p | -58 |
Interim dividend per share | 2.6p | 2.4p | +8 | 2.6p | 2.4p | +8 |
*2012 figures restated for the impact of IAS 19 revised. Within Management figures, this had the impact of increasing corporate costs by £2 million. Further details can be found in note 2.
Group Highlights(1)
·; Group results reflect GKN's continued outperformance of its end markets and the contribution from GKN Aerospace Engine Systems (formerly Volvo Aero)
·; Sales increased 12%, up 2% on an organic basis
·; Management trading (operating) profit up 10%
·; Trading margin of 8.3%, after incurring £25 million of previously announced restructuring charges
·; Profit before tax up 5%
·; Reported profit before tax of £134 million (2012: £279 million) lower, primarily due to foreign exchange rate changes impacting the mark to market value of foreign exchange contracts
·; Earnings per share 3% lower due to the higher tax rate of 20%, as previously guided, and the additional shares issued to finance the acquisition of GKN Aerospace Engine Systems
·; Return on average invested capital reduced to 16.6% (2012: 17.2%), excluding GKN Aerospace Engine Systems
·; Positive free cash flow of £77 million (2012: £28 million)
·; Net debt of £928 million (31 December 2012: £871 million)
"GKN has continued to make good progress against our strategy to grow a market-leading global engineering business. Although some of our end markets remained challenging, we continued to outperform and are reporting good underlying financial results with further benefit from last year's acquisition, GKN Aerospace Engine Systems (formerly Volvo Aero), which is performing well. The first half met our expectations and, with planned restructuring costs now behind us, we expect a stronger second half performance and to deliver good progress in 2013."
Nigel Stein
Chief Executive, GKN plc
Divisional Highlights
Sales (£m) | Organic sales growth | Trading margin % | |||
2013 | 2012 | % | 2013 | 2012 | |
GKN Aerospace | 1,123 | 770 | 3 | 10.5 | 11.2 |
GKN Driveline | 1,728 | 1,664 | 4 | 6.8 | 7.3 |
GKN Powder Metallurgy | 480 | 465 | 2 | 10.0 | 10.1 |
GKN Land Systems | 487 | 512 | (7) | 9.2 | 10.2 |
Group | 3,869 | 3,459 | 2 | 8.3 | 8.4(2) |
The table does not include Other Businesses.
GKN Aerospace
·; Integration of GKN Aerospace Engine Systems proceeding well
·; Continuing growth in commercial aerospace offsets military decline
GKN Driveline
·; Continued growth ahead of the market
·; Underlying trading margin improved
GKN Powder Metallurgy
·; Growth ahead of market
·; Trading margin of 10.0%, including restructuring charges
GKN Land Systems
·; Organic sales down 7% due to challenging end markets
·; Operational discipline maintained, trading margin of 9.2%, including restructuring charges
Outlook
In aerospace, commercial aircraft production is expected to continue to grow, as both Airbus and Boeing increase production, whereas military demand is expected to decline. Excluding Engine Systems, GKN Aerospace's 2013 sales are expected to be similar to the prior year, reflecting increased commercial aircraft sales, lower military sales and the impact of the previously announced transfer of the supply chain contract to Airbus. For the division as a whole, second half profit is expected to benefit from both the ramp up of new programmes and the synergy benefits from GKN Aerospace Engine Systems.
In automotive, external forecasts suggest that global light vehicle production in the second half will be lower than the first half, but ahead of the equivalent period last year, reaching approximately 83 million vehicles for the whole of 2013, an increase of 2%. Against this background, GKN Driveline and GKN Powder Metallurgy are expected to show good year-on-year sales improvement, although reflecting normal seasonality. Second half profit in both Divisions will also benefit from the absence of restructuring charges.
Due to weaker than anticipated industrial and construction markets and the planned cessation of certain chassis programmes, GKN Land Systems is now expecting slightly lower sales in 2013 compared with 2012. Sales in the second half are expected to show a reduction when compared with the first half, due to normal seasonal patterns.
Overall, with a stronger second half profit performance anticipated, GKN expects 2013 to be a year of good progress for the Group, helped by the contribution from GKN Aerospace Engine Systems.
Notes
(1) Financial information set out in this announcement, unless otherwise stated, is presented on a management basis as defined on page 13.
(2) 2012 figures restated for the impact of IAS 19 revised. This had the impact of increasing corporate costs by £2 million and thus reducing profit and earnings measures by the same amount. Further details can be found in note 2 of the financial statements on page 24.
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.
Further Enquiries
Analysts/Investors:
Guy Stainer
Investor Relations Director
GKN plc
T: +44 (0)207 463 2382
M: +44 (0)7739 778187
Media:
Chris Fox
Group Communications Director
GKN plc
T: +44 (0)1527 533238
M: +44 (0)7920 540051
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 10:00am 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 45 minutes before the presentation is due to begin, and will be available to download from the GKN website at: http://www.gkn.com/investorrelations/Pages/results-and-presentations.aspx?year=2013.
Questions will only be taken at the event.
A live dial in facility will be available by telephoning: +44 (0) 1452 555 566, Conf ID: 14589606#
A replay of the conference call will be available until 30 August 2013 on:
Standard International Number: +44 (0) 1452 550 000
Replay Access Number: 14589606#
This announcement together with the attached financial information thereto may be downloaded from: www.gkn.com/media/Pages/default.aspx.
NEWS RELEASE
GKN plc Results Announcement for the six months ended 30 June 2013
Group Overview
Markets
The Group operates in the global aerospace, automotive and land systems markets. GKN Aerospace sells to manufacturers of commercial and military aircraft, aircraft engines and equipment. In the automotive market, GKN Driveline sells to manufacturers of passenger cars and light vehicles. Around 80% of GKN Powder Metallurgy sales are also to the automotive market, with the balance to other industrial customers. GKN Land Systems sells to producers of agricultural, construction, mining and industrial equipment and to the automotive and commercial vehicle sectors.
These results reflect a good performance in each division relative to their respective markets and the benefit of the successful integration of GKN Aerospace Engine Systems.
Management sales increased 12% in the six months ended 30 June 2013 to £3,869 million (2012: £3,459 million). The effect of currency translation was £20 million positive and there was a £328 million benefit from acquisitions which was partly offset by a £3 million reduction due to disposals. Excluding these items, the organic increase was £65 million, or 2%. Within this organic figure, Aerospace was up £20 million, Driveline increased by £68 million, Powder Metallurgy was £9 million higher, Land Systems was £34 million lower and Other Businesses was £2 million higher.
Management trading profit increased £29 million to £320 million (2012: £291 million, restated from £293 million due to IAS19 revised). After adjusting for the positive currency translational impact of £4 million and the initial profit contribution from GKN Aerospace Engine Systems of £37 million, the organic decrease was £12 million, after including £25 million of restructuring charges (2012: £nil). Within the total, Aerospace organic trading profit was down £6 million, Driveline was £5 million lower, Powder Metallurgy was unchanged, Land Systems reduced £8 million, Other Businesses was £1 million higher and Corporate Costs were £6 million lower.
Group trading margin in the first half was 8.3% (2012: 8.4%). Return on average invested capital (ROIC) was 16.6% (2012: 17.2%), excluding GKN Aerospace Engine Systems.
First half | Change (%) | |||
2013 | 2012* | Headline | Organic | |
Sales (£m) | 3,869 | 3,459 | 12 | 2 |
Trading profit (£m) | 320 | 291 | 10 | (5) |
Trading margin (%) | 8.3% | 8.4% | ||
Return on average invested capital (%) | 16.6% | 17.2% |
*2012 management figures restated for the impact of IAS 19 revised which increased corporate costs by £2 million
Divisional Performance
GKN Aerospace
GKN Aerospace is a global first tier supplier of airframe and engine structures, components, assemblies, transparencies, ice protection systems and fuel and flotation systems for a wide range of aircraft and engine prime contractors and other first tier suppliers. It operates in three main product areas: aerostructures, engine systems and specialist products.
The overall aerospace market remains positive in 2013 driven by a growing commercial aircraft market partly offset by a more subdued military market. The division has increased its share of sales to commercial aerospace to 71%, with military representing 29%.
Commercial aircraft production is expected to grow strongly with Airbus and Boeing continuing to project the procurement of new single aisle and wide-bodied aircraft at between 28,000 and 34,000 by 2030. Both companies continue to benefit from increasing deliveries and record order backlog. This sustained order growth has led both Airbus and Boeing to increase production levels for single aisle and wide-bodied aircraft. The business jet market is also showing some signs of recovery.
Military spending remains under pressure, largely driven by cutbacks throughout Europe and likely reductions in the U.S. Defense Budget. GKN's position on key multi-year programmes such as the UH-60 Blackhawk helicopter, F/A-18 Super Hornet, F-15 Eagle and C-130J Super Hercules is providing support despite potential budget pressure and delay in the F-35 programme ramp-up.
The key financial results for the period are as follows:
GKN Aerospace | First half | Change (%) | ||
2013 | 2012 | Headline | Organic | |
Sales (£m) | 1,123 | 770 | 46 | 3 |
Trading profit (£m) | 118 | 86 | 37 | (7) |
Trading margin (%) | 10.5% | 11.2% | ||
Return on average invested capital (%)* | 20.1% | 22.4% |
*Excluding GKN Aerospace Engine systems
GKN Aerospace sales of £1,123 million were £353 million higher than the prior period (2012: £770 million). The impact from currency on translation of sales was £6 million positive. The contribution of GKN Aerospace Engine Systems, acquired on 1 October 2012, was £327 million, which was slightly lower than expected due to softer spares demand. The organic increase in sales of £20 million represented a 3% increase. This level of increase reflects 6% lower production rates on military programmes, such as the C-130J and C-17, being more than offset by 8% higher commercial sales, particularly for the Boeing 787, Airbus A320, A330 and A380. Furthermore, the previously announced £100 million per annum supply chain contract that was being managed for Airbus at Filton, which was expected to cease at the end of 2012, was not taken back in-house as quickly as expected and therefore the reduction in sales was around £20 million in the first half.
Trading profit in the period increased by £32 million to £118 million (2012: £86 million). The impact from currency on translation of results was £1 million positive. Organic decline in trading profit of £6 million was due to lower military spares sales on mature programmes, lower volumes on certain new programmes and the absence of one-off positive pricing adjustments in the prior year. GKN Aerospace Engine Systems generated a trading profit of £37 million and trading margin of 11.3%. The trading margin of GKN Aerospace overall was 10.5% (2012: 11.2%), or 10.2% (2012: 11.2%) excluding GKN Aerospace Engine Systems.
Return on average invested capital was 20.1% (2012: 22.4%) reflecting increased investment in new programmes and lower profitability in the period. This excludes GKN Aerospace Engine Systems which has not been owned for a full 12 months.
During the period a number of important new contracts worth around $480 million were won and other milestones were achieved, including, opening a new facility in Phoenix, USA to carry out engine podding work for Honeywell, and inaugurating a new engineering facility in Bangalore.
Automotive market
As shown in the table below, strong growth in car and light vehicle production in China in the first half of 2013, provided the majority of the overall market growth. Demand in Japan fell in comparison to a strong first half in 2012 and Europe and India continued to be affected by economic issues.
Car and light vehicle production (rounded millions of units) | H1 2013 | H1 2012 | Growth (%)(#) |
Europe | 9.9 | 10.3 | -3.8 |
North America | 8.2 | 8.0 | 3.5 |
Brazil | 1.7 | 1.5 | 17.2 |
Japan | 4.4 | 5.0 | -13.2 |
China | 10.1 | 9.0 | 12.6 |
India | 1.9 | 2.0 | -6.2 |
Others | 6.1 | 5.9 | 1.7 |
Total - global | 42.3 | 41.7 | 1.4 |
Source: IHS Automotive; (#) Growth is derived from unrounded production figures
Overall, global production volumes increased 1.4% in the first half of 2013 to 42.3 million vehicles (2012: 41.7 million).
Production in Europe fell due to weak economies, particularly in Southern Europe, and slowing demand in Russia. Production of smaller vehicles remained low while premium vehicles remained robust due to export demand in North America and China helping to offset weaker demand in Europe.
Production in North America continued its gradual recovery, benefiting from improved consumer confidence and the release of pent-up demand.
Japanese production fell relative to the high production levels experienced in 2012, which benefitted from a strong recovery in production following the earthquake and tsunami in 2011 and government incentives to boost domestic demand.
China recovered from a slight reduction in the fourth quarter of 2012 with a 12.6% increase, but the economic slowdown in India resulted in a production decline of 6.2%.
External forecasters expect global production in the second half of 2013 to grow more than in the first half to give full year production of 83.1 million vehicles, an increase of 2.0% on 2012. The major markets where production for the year is expected to grow fastest include China (10%), Brazil (6%) and North America (5%). Production in Europe is expected to contract by 3% and in Japan to decline by 7%.
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 low-cost car to the most sophisticated premium vehicle demanding the most complex driving dynamics.
The key financial results for the period are as follows:
GKN Driveline | First half | Change (%) | ||
2013 | 2012 | Headline | Organic | |
Sales (£m) | 1,728 | 1,664 | 4 | 4 |
Trading profit (£m) | 117 | 121 | (3) | (4) |
Trading margin (%) | 6.8% | 7.3% | ||
Return on average invested capital (%) | 15.0% | 15.2% |
Driveline's sales increased 4% to £1,728 million (2012: £1,664 million). The adverse impact of currency translation was £4 million. Organic sales increased by £68 million, or 4%, compared with an increase in global vehicle production of 1%.
Strong growth was achieved in North America, China and Brazil while sales in Europe, Japan and India were lower, broadly in-line with their respective markets.
Trading profit was £117 million (2012: £121 million). The positive impact of currency translation was £1 million. The organic decline in trading profit was £5 million, which included £16 million of restructuring charges in Europe and Japan. Driveline's trading margin was 6.8% (2012: 7.3%), or 7.7% excluding restructuring. Return on average invested capital was 15.0% (2012: 15.2%).
During the period, GKN Driveline extended its footprint in China by extending (subject to regulatory approval) its joint venture agreement to include the full driveline product range and opened an extension to the Wuhan forge. New business wins also continued across GKN Driveline's product groups, including significant customer wins in AWD systems, notably the final drive unit (FDU) for the BMW X series which will start to be produced from August, in the US.
GKN Powder Metallurgy
GKN Powder Metallurgy is the world's largest manufacturer of sintered components. GKN Powder Metallurgy comprises GKN Sinter Metals and Hoeganaes. Hoeganaes produces the metal powder that GKN Sinter Metals and other customers use to manufacture precision automotive components for engines, transmissions and body and chassis applications. GKN Sinter Metals also produces a range of components for industrial and consumer applications.
The key financial results for the period are as follows:
GKN Powder Metallurgy | First half | Change (%) | ||
2013 | 2012 | Headline | Organic | |
Sales (£m) | 480 | 465 | 3 | 2 |
Trading profit (£m) | 48 | 47 | 2 | - |
Trading margin (%) | 10.0% | 10.1% | ||
Return on average invested capital (%) | 19.2% | 18.2% |
GKN Powder Metallurgy sales were £480 million (2012: £465 million), an increase of 3%. The positive impact of currency translation was £6 million. Organic sales increased by £9 million, or 2%. Sales in Hoeganaes were lower than the prior year due to fewer tons of powder shipped and the pass through of lower raw material costs. GKN Sinter Metals increased sales in China, North America and Europe while India was broadly flat.
Overall, GKN Powder Metallurgy reported a trading profit of £48 million (2012: £47 million). The positive impact of currency translation was £1 million and there was a £5 million restructuring charge. The divisional trading margin was 10.0% (2012: 10.1%), or 11.0% excluding restructuring. Return on average invested capital was 19.2% (2012: 18.2%).
During the period, GKN Powder Metallurgy continued its strong product and operational development, being awarded £65 million of annualised sales in new business and announcing an extension to its Ohio plant to support the launch of production of differential gear components using a unique process (Forged Powdered Metal) that increases strength and geometry.
GKN Land Systems
GKN Land Systems is a global leading supplier of technology differentiated power management components 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 lower than the prior year due to weaker construction, mining, European aftermarket and industrial markets while the agricultural equipment market remained stable. Automotive structures activity declined slightly due to a planned programme cessation that took effect in May 2013 and required some restructuring activity. Over the next 15 months, some £45 million of annualised sales will be phased out of this business.
The key financial results for the period are as follows:
GKN Land Systems | First half | Change (%) | ||
2013 | 2012 | Headline | Organic | |
Sales (£m) | 487 | 512 | (5) | (7) |
Trading profit (£m) | 45 | 52 | (13) | (15) |
Trading margin (%) | 9.2% | 10.2% | ||
Return on average invested capital (%) | 18.7% | 18.7% |
GKN Land Systems sales in the first half reduced 5% to £487 million (2012: £512 million). The positive impact of currency translation was £11 million, the establishment of the new wheels joint venture in China had sales of £1 million and the disposal of an aftermarket branch in the fourth quarter of 2012 reduced sales by £3 million. The organic decrease in sales was £34 million, a fall of 7%.
The division reported a trading profit of £45 million (2011: £52 million), which included £3 million of restructuring charges. The positive impact of currency translation was £1 million, resulting in an overall organic decrease in trading profit of £8 million. Trading margin was 9.2% (2012: 10.2%), or 9.9% excluding restructuring. Return on average invested capital was stable at 18.7% (2012: 18.7%).
Good progress was made towards winning new business and implementing the GKN Land Systems strategy through broadening its product offering and geographic footprint. Building on the benefits that Stromag brought, marketing and customer account management have been reorganised to enable cross-selling of the full Land Systems power management product range and the first integrated customer technology days have been held. A new joint venture was also established in Donghai, China to manufacture agricultural wheels.
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 period were £51 million (2012: £48 million), reflecting a slight improvement in the commercial vehicle market. Trading profit was £2 million (2012: £1 million), after £1 million of restructuring charges.
Other Financial Information
All comparative information provided below relates to the first half of 2012, unless otherwise stated.
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 £10 million (2012: £16 million). The 2012 comparative included £4 million of transaction costs related to the acquisition of GKN Aerospace Engine Systems.
Change in value of derivative and other financial instruments
The Group enters into foreign exchange contracts to hedge much of its transactional exposure. Where hedge accounting has not been applied, the change in fair value between 1 January 2013 and 30 June 2013, or the date of maturity if earlier, is reflected in the income statement as a component of operating profit and has resulted in a charge of £98 million (2012: £18 million credit), primarily due to the strength of the US dollar and Euro relative to sterling. There was a £3 million credit arising from a change in the value of embedded derivatives in the period (2012: £1 million charge) and a credit of £4 million attributable to the translational currency impact on intra-group funding balances (2012: £1 million credit).
Amortisation of non-operating intangibles arising on business combinations
The charge for amortisation of non-operating intangible assets (for example, customer contracts, technology assets and intellectual property rights) arising on business combinations was £28 million (2012: £16 million). The increase reflects the Group's acquisition in 2012 of GKN Aerospace Engine Systems.
Gains and losses on changes in Group structure
There have been no changes in the Group structure during the period (2012: the Group sold its 49% share in a joint venture company, GKN JTEKT (Thailand) Limited for cash consideration of £1 million, realising neither a profit nor loss).
Post-tax earnings of joint ventures
On a management basis, the sales and trading profits of joint ventures are included pro-rata in the individual divisions to which they relate, although shown separately post-tax in the statutory income statement.
The Group's share of post-tax earnings of joint ventures in the period was £24 million (2012: £23 million) with trading profit of £31 million (2012: £29 million). The Group's share of post-tax earnings on a management basis was £25 million (2012: £24 million). The Group's share of the tax charge amounted to £6 million (2012: £5 million) with no net financing costs in either period. The organic increase in trading profit was £1 million.
Net financing costs
Net financing costs totalled £60 million (2012: £43 million, restated for the impact of IAS 19 revised), the increase due primarily to the additional borrowings following the acquisition of GKN Aerospace Engine Systems in the second half of 2012.
2013 £m | 2012 (restated) £m | |
Interest payable | (38) | (27) |
Interest receivable | 2 | 5 |
Net interest payable | (36) | (22) |
Pension financing charge | (19) | (19) |
Unwind of discounts | (5) | (2) |
Net financing costs | (60) | (43) |
Details of the assumptions used in calculating post-employment obligations are provided in note 10 to the financial statements.
Profit before tax
Management profit before tax was £278 million (2012: £264 million, restated for the impact of IAS 19 revised). Profit before tax on a statutory basis was £134 million (2012: £279 million, restated for the impact of IAS 19 revised). The main differences in the first half of 2013 between management and statutory figures are the change in value of derivative and other financial instruments, amortisation of non-operating intangible assets and the pension financing charge. Further details are provided in note 3 to the financial statements.
Taxation
The book tax rate on management profits of subsidiaries was 20% (2012: 17%), arising as a £51 million tax charge (2012: £40 million charge) on management profits of subsidiaries of £253 million (2012: £240 million).
The Group's theoretical weighted average tax rate, which assumes that book profits/losses are tax affected at the statutory tax rates in the countries in which they arise, is 31% (2012: 34%). The book tax rate is significantly lower, largely because of the recognition of substantial deferred tax assets (mainly in Canada, Spain and the US) due to increased confidence in the Group's ability to offset brought forward tax deductions against future taxable profits in various countries and a reduction in tax risk provisions.
'Cash tax' provides a proxy for the cash cost of taxation of management profits, plus the cash effect of prior year items, and so excludes elements of the book tax charge which do not have a cash effect. The cash tax rate was 12% (2012: 14%). In the near term, the cash tax rate is expected to continue below 15% as brought forward tax deductions are utilised.
The tax rate on statutory profits of subsidiaries was 27% (2012: 20%) arising as a £30 million tax charge (2012: £52 million charge) on a statutory profit of £110 million (2012: £256 million, restated for the impact of IAS 19 revised).
Non-controlling interests
The profit attributable to non-controlling interests was £10 million (2012: £12 million) including an £8 million (2012: £10 million) impact from the pension partnership arrangement. See post-employment obligations section below.
Earnings per share
Management earnings per share was 13.8 pence (2012: 14.3 pence). On a statutory basis earnings per share was 5.8 pence (2012: 13.9 pence).
Dividend
In view of the improving trading performance, the Board has decided to pay an interim dividend of 2.6 pence per share (2012: 2.4 pence), an increase of 8%. The interim dividend will be paid on 23 September 2013 to shareholders on the register at 16 August 2013. Shareholders may choose to use the Dividend Reinvestment Plan (DRIP) to reinvest the interim dividend. The closing date for receipt of new DRIP mandates is 2 September 2013.
Cash flow
Operating cash flow, which is defined as cash generated from operations of £267 million (2012: £215 million) adjusted for capital expenditure (net of proceeds from capital grants) of £158 million (2012: £149 million) was an inflow of £109 million (2012: £66 million).
Within operating cash there was an outflow in working capital and provisions of £131 million (2012: £141 million). Average working capital as a per cent of sales was 8.7% (2012: 7.9%).
Capital expenditure (net of proceeds from capital grants) on both tangible and intangible assets totalled £158 million (2012: £149 million), including £11 million (2012: £13 million) on the A350 programme. Of this, £133 million (2012: £127 million) was on tangible fixed assets and was 1.2 times (2012: 1.2 times) the depreciation charge. Expenditure on intangible assets, mainly non-recurring costs on Aerospace programmes, totalled £25 million (2012: £22 million).
Net interest paid totalled £21 million (2012: £25 million) as a result of the phasing of bond coupon payments and tax paid in the period was £24 million (2012: £24 million).
Free cash flow
Free cash flow, which is operating cash flow including joint venture dividends and after interest, tax, amounts paid to non-controlling interests and shares purchased but before dividends paid to GKN shareholders, was an inflow of £77 million (2012: £28 million). The year on year change reflects increased profitability.
Net borrowings
After making a £43 million initial deferred consideration payment for GKN Aerospace Engine Systems and the 2012 final dividend, at the end of the period, the Group had net debt of £928 million compared with £871 million at 31 December 2012.
Post-employment obligations
GKN operates a number of defined benefit and defined contribution pension schemes together with retiree medical arrangements across the Group. In 2013, the new requirements of IAS 19 have been introduced, requiring also a restatement of prior period comparative amounts. The restatement principally affects the other net financing charge and the presentation of administrative expenses.
The amount included within trading profit for the period comprises current service costs of £26 million (2012: £20 million) and administrative costs of £2 million (2012: £2 million). Interest on net defined benefit plans was £19 million (2012: £19 million).
The deficit of all schemes at 30 June 2013 was £1,240 million, a £262 million increase over 31 December 2012 (£978 million deficit). This increase results from the previously announced amendment to the UK pension partnership arrangement (detailed further below and in note 10 to the financial statements). Excluding this change, the reported deficit would have fallen to £917 million, primarily due to positive asset performance and the benefit of higher discount rates.
During the period the Group entered into discussions with the Trustees of the two UK pension schemes which resulted in changes to the pension partnership agreement, specifically with regard to placing restrictions on the ability of each UK pension scheme to sell or otherwise transfer its respective income interest. The result of this amendment is that the respective income interests no longer meet the criteria for recognition as an IAS 19 plan asset and, consequently, have been removed from the Group balance sheet with an effective date of 31 May 2013.
The UK deficit of £621 million, which includes the effect of the amendment to the UK pension partnership, was £280 million higher than 31 December 2012 (£341 million). Excluding the effect of the pension partnership amendment, the UK deficit would have fallen, as increases in inflation expectations were more than offset by an increase in the discount rate and asset outperformance. The UK defined benefit scheme was closed to new entrants during the period.
The post-employment obligations of overseas businesses, which relate principally to unfunded schemes in Germany and a mix of funded and unfunded US schemes, were slightly reduced at £619 million (31 December 2012: £637 million). This reflected the positive impact of higher discount rates and US asset performance, partially offset by adverse exchange rate movements of £33 million.
Group-wide contributions totalled £54 million (2012: £42 million), including a £20 million payment from the pension partnership to the UK pension schemes made after the effective date of the pension partnership amendment. In addition, the Group paid £10 million from the pension partnership, prior to the amendment.
Defined contribution pension schemes
In addition to the defined benefit pension schemes, the Group also operates a number of defined contribution pension schemes for which the income statement charge was £17 million (2012: £8 million).
Net assets
Net assets of £1,835 million were £92 million lower than 31 December 2012 (£1,927 million). The movement includes profit attributable to equity shareholders of £94 million, a favourable currency movement from the translation of subsidiaries assets of £119 million and a gain on re-measurement of defined benefit pension plans of £106 million, offset by distributions to both equity shareholders and non-controlling interests of £88 million and the £342 million impact of a change to the pension partnership arrangement.
Exchange rates
Exchange rates used for currencies most relevant to the Group's operations are:
Average | Period End | 2012 Full Year | ||||
H1 2013 | H1 2012 | June 2013 | June 2012 | Average | Period End | |
Euro | 1.18 | 1.22 | 1.17 | 1.24 | 1.23 | 1.23 |
US Dollar | 1.55 | 1.57 | 1.52 | 1.57 | 1.58 | 1.63 |
The approximate impact on first half 2013 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, liquidity and going concern
At 30 June 2013, UK committed bank facilities were £941 million. Within this amount there are committed revolving credit facilities of £861 million, £20 million of which expired in July 2013, and an £80 million eight-year amortising facility from the European Investment Bank (EIB). The next major maturities of the revolving credit facilities are £598 million in 2016. At 30 June 2013, drawings against the UK committed bank facilities were £289 million, including the £80 million fully drawn EIB facility. Additionally there were drawings of £20 million on uncommitted facilities.
Capital market borrowings at 30 June 2013 comprised a £350 million 6.75% unsecured bond maturing in October 2019 and a £450 million 5.375% unsecured bond maturing in September 2022. As at 30 June 2013, the Group had net borrowings of £928 million (31 December 2012: £871 million).
The Directors have taken into account both divisional and Group forecasts for the 18 months from the balance sheet date to assess the future funding requirements of the Group and compared them to the level of committed available borrowing facilities, described above. The Directors have concluded that the Group will have a sufficient level of headroom in the foreseeable future and that the likelihood of breaching covenants in this period is remote, such that it is appropriate for the financial statements to be prepared on a going concern basis.
Principal risks and uncertainties
The principal risks and uncertainties faced by the Group in the remaining six months of the year remain largely unchanged from those reported in the 2012 annual report. Overall macro-economic and political uncertainty, Eurozone instability, US budget priorities, and inflation in Asian and other economies continue to influence the macro environment, and to varying degrees are manifested in uneven growth geographically which could adversely impact Group results. Additional risks noted in the annual report include changes in customer demand; customer concentration; highly competitive markets; technology advancements; supply chain disruption; volatile input costs; new product introductions; product quality issues; inadequate health, safety and environmental processes; lack of people capability in specific geographic regions and disciplines; effectiveness of acquisition integration; compliance with complex laws and regulations across global jurisdictions; information systems resilience; pension deficit volatility; foreign exchange risk; and operating internationally in environments subject to complex tax laws. A more detailed explanation of the principal risks and uncertainties, together with the mitigating actions in place, can be found in pages 36 and 37 of the 2012 annual report.
Basis of Reporting
The financial statements for the period are shown on pages 16 to 34 and have been prepared using accounting policies which were used in the preparation of audited accounts for the year ended 31 December 2012 and which will form the basis of the 2013 Annual Report, with the exception of the adoption of IAS 19 revised which has impacted the comparative numbers above as detailed in note 2 to the financial statements.
Definitions
Financial information set out in this announcement, unless otherwise stated, is presented on a management basis which aggregates the sales and trading profit of subsidiaries (excluding certain subsidiary businesses sold and closed) with the Group's share of the sales and trading profit of joint ventures. References to trading margins are to trading profit expressed as a percentage of sales. Management profit or loss before tax is management trading profit less net subsidiary interest payable and receivable and the Group's share of net interest payable and receivable and taxation of joint ventures. These figures better reflect performance of continuing businesses. Where appropriate, reference is made to organic results which exclude the impact of acquisitions/divestments as well as currency translation on the results of overseas operations. Operating cash flow is cash generated from operations adjusted for capital expenditure, government capital grants, proceeds from disposal of fixed assets and government refundable advances. Free cash flow is operating cash flow including interest, tax, joint venture dividends, own shares purchased and amounts paid to non-controlling interests, but excluding dividends paid to GKN shareholders. Return on average invested capital (ROIC) is management trading profit as a percentage of average total net assets of continuing subsidiaries and joint ventures excluding current and deferred tax, net debt, post-employment obligations and derivative financial instruments.
Directors' Responsibility Statement
The half yearly financial report is the responsibility of the Directors who confirm that to the best of their knowledge:
Ÿ the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as endorsed and adopted by the EU;
Ÿ the interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the 2012 Annual Report that could do so.
The Directors of GKN plc are listed in the GKN annual report for 2012; however since the publication of the annual report Mr. J. N. Sheldrick has retired from the Board.
Approved by the Board of GKN plc and signed on its behalf by:
Mike Turner
Chairman
29 July 2013
APPENDICES
Page | |
GKN Condensed Consolidated Financial Statements | |
Consolidated Income Statement for the half year ended 30 June 2013 | 16 |
Consolidated Statement of Comprehensive Income for the half year ended 30 June 2013 | 17 |
Condensed Consolidated Statement of Changes in Equity for the half year ended 30 June 2013 | 18 |
Consolidated Balance Sheet at 30 June 2013 | 19 |
Consolidated Cash Flow Statement for the half year ended 30 June 2013 | 20 |
Notes to the half year Consolidated Financial Statements | 21 - 34 |
Independent Review Report | 35 |
CONSOLIDATED INCOME STATEMENT | ||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | ||||||
Unaudited | ||||||
Notes | First half | First half | Full year | |||
2013 | 2012* | 2012* | ||||
£m | £m | £m | ||||
Sales | 1a | 3,647 | 3,254 | 6,510 | ||
Trading profit | 1b | 289 | 262 | 504 | ||
Change in value of derivative and other financial instruments | 4 | (91) | 18 | 126 | ||
Amortisation of non-operating intangible assets arising on | ||||||
business combinations | (28) | (16) | (37) | |||
Gains and losses on changes in Group structure | 5 | - | - | 5 | ||
Reversal of inventory fair value adjustment arising on | ||||||
business combinations | - | - | (37) | |||
Pension scheme curtailments | - | 35 | 63 | |||
Operating profit | 170 | 299 | 624 | |||
Share of post-tax earnings of joint ventures | 6 | 24 | 23 | 38 | ||
Interest payable | (38) | (27) | (60) | |||
Interest receivable | 2 | 5 | 8 | |||
Other net financing charges | 7 | (24) | (21) | (42) | ||
Net financing costs | (60) | (43) | (94) | |||
Profit before taxation | 134 | 279 | 568 | |||
Taxation | 8 | (30) | (52) | (80) | ||
Profit after taxation for the period | 104 | 227 | 488 | |||
Profit attributable to other non-controlling interests | 2 | 2 | 3 | |||
Profit attributable to the Pension partnership | 8 | 10 | 20 | |||
Profit attributable to non-controlling interests | 10 | 12 | 23 | |||
Profit attributable to equity shareholders | 94 | 215 | 465 | |||
104 | 227 | 488 | ||||
Earnings per share - pence | ||||||
Continuing operations - basic | 5.8 | 13.9 | 29.3 | |||
Continuing operations - diluted | 5.7 | 13.7 | 29.0 |
* restated for the impact of IAS 19 (revised), see note 2.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | |||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |||||||
Unaudited | |||||||
Notes | First half | First half | Full year |
| |||
2013 | 2012* | 2012* |
| ||||
£m | £m | £m |
| ||||
Profit after taxation for the period | 104 | 227 | 488 |
| |||
Other comprehensive income |
| ||||||
| |||||||
Items that may be reclassified to profit or loss |
| ||||||
Currency variations - subsidiaries |
| ||||||
Arising in period | 119 | (64) | (134) |
| |||
Reclassified in period | - | (2) | (4) |
| |||
Currency variations - joint ventures |
| ||||||
Arising in period | 9 | (1) | (3) |
| |||
Reclassified in period | - | - | - |
| |||
Derivative financial instruments - transactional hedging |
| ||||||
Arising in period | - | - | 13 |
| |||
Reclassified in period | - | - | (13) |
| |||
Taxation | 8 | 1 | 1 | 7 |
| ||
129 | (66) | (134) |
| ||||
| |||||||
Items that will not be reclassified to profit or loss |
| ||||||
Remeasurement of defined benefit plans |
| ||||||
Subsidiaries | 10 | 106 | (111) | (152) |
| ||
Joint ventures | - | - | (2) |
| |||
Taxation | 8 | (9) | 1 | 96 |
| ||
97 | (110) | (58) |
| ||||
226 | (176) | (192) |
| ||||
Total comprehensive income for the period | 330 | 51 | 296 |
| |||
Total comprehensive income for the period attributable to: |
| ||||||
Equity shareholders | 320 | 39 | 274 |
| |||
Other non-controlling interests | 2 | 2 | 2 |
| |||
Pension partnership | 8 | 10 | 20 |
| |||
Non-controlling interests | 10 | 12 | 22 |
| |||
330 | 51 | 296 |
| ||||
* restated for the impact of IAS 19 (revised), see note 2.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | |||||||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |||||||||||
Non-controlling interests | |||||||||||
Notes | Share capital £m | Capital redemption reserve £m | Share premium account £m | Retained earnings £m | Other reserves £m | Share- holders' equity £m | Pension partner- ship £m | Other £m | Total equity £m | ||
At 1 January 2013 | 166 | 298 | 139 | 1,079 | (108) | 1,574 | 334 | 19 | 1,927 | ||
Profit for the period | - | - | - | 94 | - | 94 | 8 | 2 | 104 | ||
Other comprehensive income/(expense) | |||||||||||
for the period | - | - | - | 97 | 129 | 226 | - | - | 226 | ||
Share-based payments | - | - | - | 5 | - | 5 | - | - | 5 | ||
Share options exercised | 14 | - | - | - | 5 | - | 5 | - | - | 5 | |
Distribution from Pension partnership | |||||||||||
to UK Pension scheme | 10 | - | - | - | - | - | - | (10) | - | (10) | |
Amendment to the Pension partnership | |||||||||||
arrangements | 10 | - | - | - | (10) | - | (10) | (332) | - | (342) | |
Purchase of own shares by Employee | |||||||||||
Share Ownership Plan Trust | 14 | - | - | - | (4) | - | (4) | - | - | (4) | |
Addition of non-controlling interests | 14 | - | - | - | - | - | - | - | 2 | 2 | |
Dividends paid to equity shareholders | 9 | - | - | - | (78) | - | (78) | - | - | (78) | |
At 30 June 2013 (unaudited) | 166 | 298 | 139 | 1,188 | 21 | 1,812 | - | 23 | 1,835 | ||
At 1 January 2012 | 159 | 298 | 9 | 760 | 26 | 1,252 | 344 | 28 | 1,624 | ||
Profit for the period* | - | - | - | 215 | - | 215 | 10 | 2 | 227 | ||
Other comprehensive income/(expense) | |||||||||||
for the period* | - | - | - | (110) | (66) | (176) | - | - | (176) | ||
Share-based payments | - | - | - | 3 | - | 3 | - | - | 3 | ||
Share options exercised | 14 | - | - | - | 2 | - | 2 | - | - | 2 | |
Distribution from Pension partnership | |||||||||||
to UK Pension scheme | 10 | - | - | - | - | - | - | (30) | - | (30) | |
Purchase of non-controlling interests | - | - | - | (1) | - | (1) | - | (9) | (10) | ||
Dividends paid to equity shareholders | 9 | - | - | - | (62) | - | (62) | - | - | (62) | |
At 30 June 2012 (unaudited) | 159 | 298 | 9 | 807 | (40) | 1,233 | 324 | 21 | 1,578 | ||
At 1 January 2012 | 159 | 298 | 9 | 760 | 26 | 1,252 | 344 | 28 | 1,624 | ||
Profit for the year* | - | - | - | 465 | - | 465 | 20 | 3 | 488 | ||
Other comprehensive income/(expense) | |||||||||||
for the year* | - | - | - | (58) | (133) | (191) | - | (1) | (192) | ||
Share-based payments | - | - | - | 6 | - | 6 | - | - | 6 | ||
Share options exercised | - | - | - | 10 | - | 10 | - | - | 10 | ||
Distribution from Pension partnership to | |||||||||||
UK Pension scheme | 10 | - | - | - | - | - | - | (30) | - | (30) | |
Purchase of non-controlling interests | - | - | - | (1) | - | (1) | - | (9) | (10) | ||
Proceeds from share issues | 7 | - | 130 | - | - | 137 | - | - | 137 | ||
Transfers | - | - | - | 1 | (1) | - | - | - | - | ||
Purchase of own shares by Employee | |||||||||||
Share Ownership Plan Trust | - | - | - | (3) | - | (3) | - | - | (3) | ||
Dividends paid to equity shareholders | 9 | - | - | - | (101) | - | (101) | - | - | (101) | |
Dividends paid to non-controlling interests | - | - | - | - | - | - | - | (2) | (2) | ||
At 31 December 2012 | 166 | 298 | 139 | 1,079 | (108) | 1,574 | 334 | 19 | 1,927 |
* restated for the impact of IAS 19 (revised), see note 2.
CONSOLIDATED BALANCE SHEET | ||||
AT 30 JUNE 2013 | ||||
Unaudited | ||||
Notes | 30 June | 30 June | 31 December1 | |
2013 | 2012 | 2012 | ||
£m | £m | £m | ||
Assets | ||||
Non-current assets | ||||
Goodwill | 584 | 523 | 552 | |
Other intangible assets | 1,019 | 419 | 992 | |
Property, plant and equipment | 12 | 2,037 | 1,775 | 1,960 |
Investments in joint ventures | 162 | 128 | 153 | |
Other receivables and investments | 38 | 38 | 38 | |
Derivative financial instruments | 42 | 22 | 54 | |
Deferred tax assets | 277 | 195 | 302 | |
4,159 | 3,100 | 4,051 | ||
Current assets | ||||
Inventories | 987 | 786 | 885 | |
Trade and other receivables | 1,333 | 1,156 | 1,102 | |
Current tax assets | 10 | 10 | 24 | |
Derivative financial instruments | 21 | 5 | 27 | |
Cash and cash equivalents | 11 | 233 | 212 | 181 |
2,584 | 2,169 | 2,219 | ||
Total assets | 6,743 | 5,269 | 6,270 | |
Liabilities | ||||
Current liabilities | ||||
Borrowings | (87) | (72) | (115) | |
Derivative financial instruments | (27) | (27) | (11) | |
Trade and other payables | (1,569) | (1,399) | (1,392) | |
Current tax liabilities | (151) | (155) | (157) | |
Provisions | (51) | (52) | (47) | |
(1,885) | (1,705) | (1,722) | ||
Non-current liabilities | ||||
Borrowings | (1,074) | (730) | (937) | |
Derivative financial instruments | (100) | (59) | (39) | |
Deferred tax liabilities | (192) | (70) | (204) | |
Trade and other payables | (277) | (121) | (328) | |
Provisions | (140) | (80) | (135) | |
Post-employment obligations | 10 | (1,240) | (926) | (978) |
(3,023) | (1,986) | (2,621) | ||
Total liabilities | (4,908) | (3,691) | (4,343) | |
Net assets | 1,835 | 1,578 | 1,927 | |
Shareholders' equity | ||||
Share capital | 166 | 159 | 166 | |
Capital redemption reserve | 298 | 298 | 298 | |
Share premium account | 139 | 9 | 139 | |
Retained earnings | 1,188 | 807 | 1,079 | |
Other reserves | 21 | (40) | (108) | |
1,812 | 1,233 | 1,574 | ||
Non-controlling interests | 23 | 345 | 353 | |
Total equity | 1,835 | 1,578 | 1,927 |
1 restated for the impact of changes to the acquisition balance sheet related to the purchase of Volvo Aerospace on 1 October 2012, see note 2.
CONSOLIDATED CASH FLOW STATEMENT | |||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |||||
Unaudited | |||||
Notes | First half | First half | Full year | ||
2013 | 2012 | 2012 | |||
£m | £m | £m | |||
Cash flows from operating activities | |||||
Cash generated from operations | 11 | 267 | 215 | 538 | |
Interest received | 5 | 2 | 3 | ||
Interest paid | (26) | (27) | (62) | ||
Costs associated with refinancing | - | - | (9) | ||
Tax paid | (24) | (24) | (62) | ||
Dividends received from joint ventures | 27 | 41 | 41 | ||
249 | 207 | 449 | |||
Cash flows from investing activities | |||||
Purchase of property, plant and equipment | (134) | (131) | (278) | ||
Receipts of government capital grants | 1 | 4 | 7 | ||
Purchase of intangible assets | (25) | (22) | (63) | ||
Proceeds from sale and realisation of fixed assets | - | - | 6 | ||
Payment of deferred and contingent consideration | (49) | - | (2) | ||
Acquisitions of subsidiaries (net of cash acquired) | - | (2) | (446) | ||
Proceeds from sale of businesses (net of cash disposed and fees) | - | (1) | 2 | ||
Proceeds from sale of joint ventures | - | 1 | 1 | ||
Investment in joint ventures | (11) | (1) | (5) | ||
(218) | (152) | (778) | |||
Cash flows from financing activities | |||||
Distribution from Pension partnership to UK Pension scheme | 10 | (10) | (30) | (30) | |
Purchase of own shares by Employee Share Ownership | |||||
Plan Trust | (4) | - | (3) | ||
Purchase of non-controlling interests | - | (9) | (10) | ||
Proceeds from exercise of share options | 5 | 2 | 10 | ||
Gross proceeds from issuance of ordinary shares | - | - | 140 | ||
Costs associated with issuance of ordinary shares | - | - | (3) | ||
Proceeds from borrowing facilities | 145 | 272 | 508 | ||
Repayment of other borrowings | (8) | (181) | (185) | ||
Finance lease payments | - | (1) | (1) | ||
Dividends paid to shareholders | 9 | (78) | (62) | (101) | |
Dividends paid to non-controlling interests | - | - | (2) | ||
50 | (9) | 323 | |||
Currency variations on cash and cash equivalents | 5 | (8) | (15) | ||
Movement in cash and cash equivalents | 86 | 38 | (21) | ||
Cash and cash equivalents at beginning of period | 124 | 145 | 145 | ||
Cash and cash equivalents at end of period | 11 | 210 | 183 | 124 | |
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS | ||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013
| ||||||
1 | 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; aerospace, automotive, and the land systems agricultural, construction and mining equipment markets. Automotive is managed according to product groups; driveline and powder metallurgy. Reportable segments derive their sales from the manufacture of product and sale of service. Revenue from inter segment trading and royalties is not significant. There have been no changes to segments in the period.
| ||||||
a) | Sales | |||||
Automotive | ||||||
Powder | Land | |||||
Aerospace | Driveline | Metallurgy | Systems | Total | ||
£m | £m | £m | £m | £m | ||
FIRST HALF 2013 (unaudited) | ||||||
Subsidiaries | 1,123 | 1,560 | 480 | 469 | ||
Joint ventures | - | 168 | - | 18 | ||
1,123 | 1,728 | 480 | 487 | 3,818 | ||
Other businesses | 51 | |||||
Management sales | 3,869 | |||||
Less: Joint venture sales | (222) | |||||
Income statement - sales | 3,647 | |||||
FIRST HALF 2012 (unaudited) | ||||||
Subsidiaries | 770 | 1,515 | 465 | 489 | ||
Joint ventures | - | 149 | - | 23 | ||
770 | 1,664 | 465 | 512 | 3,411 | ||
Other businesses | 48 | |||||
Management sales | 3,459 | |||||
Less: Joint venture sales | (205) | |||||
Income statement - sales | 3,254 | |||||
FULL YEAR 2012 | ||||||
Subsidiaries | 1,584 | 2,945 | 874 | 889 | ||
Joint ventures | - | 291 | - | 44 | ||
1,584 | 3,236 | 874 | 933 | 6,627 | ||
Acquisitions | ||||||
Subsidiaries | 191 | - | - | - | 191 | |
Other businesses | 86 | |||||
Management sales | 6,904 | |||||
Less: Joint venture sales | (394) | |||||
Income statement - sales | 6,510 | |||||
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |||||||
1 | Segmental analysis (continued) | ||||||
b) | Trading profit | ||||||
Automotive | |||||||
Powder | Land | ||||||
Aerospace | Driveline | Metallurgy | Systems | Total | |||
£m | £m | £m | £m | £m | |||
FIRST HALF 2013 (unaudited) | |||||||
Trading profit before depreciation and amortisation | 160 | 149 | 65 | 53 | |||
Depreciation of property, plant and equipment | (30) | (61) | (17) | (9) | |||
Amortisation of operating intangible assets | (10) | (2) | - | (1) | |||
Trading profit - subsidiaries | 120 | 86 | 48 | 43 | |||
Trading profit/(loss) - joint ventures | (2) | 31 | - | 2 | |||
118 | 117 | 48 | 45 | 328 | |||
Other businesses | 2 | ||||||
Corporate and unallocated costs | (10) | ||||||
Management trading profit | 320 | ||||||
Less: Joint venture trading profit | (31) | ||||||
Income Statement - trading profit | 289 | ||||||
FIRST HALF 2012* (unaudited) | |||||||
Trading profit before depreciation and amortisation | 109 | 157 | 63 | 58 | |||
Depreciation of property, plant and equipment | (18) | (62) | (16) | (8) | |||
Amortisation of operating intangible assets | (4) | (2) | - | (1) | |||
Trading profit - subsidiaries | 87 | 93 | 47 | 49 | |||
Trading profit/(loss) - joint ventures | (1) | 28 | - | 3 | |||
86 | 121 | 47 | 52 | 306 | |||
Other businesses | 1 | ||||||
Acquisition charges - Engine Systems (Aerospace) | (4) | ||||||
Corporate and unallocated costs | (12) | ||||||
Management trading profit | 291 | ||||||
Less: Joint venture trading profit | (29) | ||||||
Income Statement - trading profit | 262 | ||||||
FULL YEAR 2012* | |||||||
Trading profit before depreciation, impairment and | |||||||
amortisation | 232 | 310 | 119 | 101 | |||
Depreciation and impairment of property, plant and | |||||||
equipment | (41) | (124) | (32) | (17) | |||
Amortisation of operating intangible assets | (11) | (4) | - | (1) | |||
Trading profit - subsidiaries | 180 | 182 | 87 | 83 | |||
Trading profit/(loss) - joint ventures | (3) | 53 | - | 5 | |||
177 | 235 | 87 | 88 | 587 | |||
Acquisitions | |||||||
Trading profit - subsidiaries | 15 | - | - | - | 15 | ||
Acquisition related charges | (3) | - | - | - | (3) | ||
Restructuring charge | (19) | - | - | - | (19) | ||
(7) | |||||||
Other businesses | (4) | ||||||
Corporate and unallocated costs | (23) | ||||||
Management trading profit | 553 | ||||||
Less: Joint venture trading profit | (49) | ||||||
Income Statement - trading profit | 504 | ||||||
* restated for the impact of IAS 19 (revised), see note 2.
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.
Corporate and unallocated costs in the first half 2012 include £2 million of transaction costs related to the previously considered divestment of the Wheels business and a £2 million receipt of insurance proceeds relating to the Gallatin incident in 2011.
During the period the Group has charged £25 million of restructuring costs in trading profit relating to; Driveline (£16 million), Powder Metallurgy (£5 million), Land Systems (£3 million) and other businesses (£1 million). In the full year 2012 a £19 million restructuring charge was recorded in Aerospace Engine Systems (first half 2012: £nil). |
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |||||||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |||||||||||
1 | Segmental analysis (continued) | ||||||||||
c) | Goodwill, fixed assets and working capital - subsidiaries only | ||||||||||
Automotive | |||||||||||
Powder | Land | ||||||||||
Aerospace | Driveline | Metallurgy | Systems | Total | |||||||
£m | £m | £m | £m | £m | |||||||
FIRST HALF 2013 (unaudited) | |||||||||||
Property, plant and equipment and operating intangible | |||||||||||
assets | 968 | 984 | 340 | 147 | 2,439 | ||||||
Working capital | 150 | 139 | 112 | 91 | 492 | ||||||
Net operating assets | 1,118 | 1,123 | 452 | 238 | |||||||
Goodwill and non-operating intangible assets | 646 | 308 | 29 | 191 | |||||||
Net investment | 1,764 | 1,431 | 481 | 429 | |||||||
FIRST HALF 2012 (unaudited) | |||||||||||
Property, plant and equipment and operating intangible | |||||||||||
assets | 499 | 950 | 306 | 138 | 1,893 | ||||||
Working capital | 102 | 131 | 111 | 98 | 442 | ||||||
Net operating assets | 601 | 1,081 | 417 | 236 | |||||||
Goodwill and non-operating intangible assets | 273 | 310 | 28 | 186 | |||||||
Net investment | 874 | 1,391 | 445 | 422 | |||||||
FULL YEAR 20121 | |||||||||||
Property, plant and equipment and operating intangible | |||||||||||
Assets | 933 | 950 | 319 | 137 | 2,339 | ||||||
Working capital | 82 | 93 | 95 | 74 | 344 | ||||||
Net operating assets | 1,015 | 1,043 | 414 | 211 | |||||||
Goodwill and non-operating intangible assets | 631 | 298 | 27 | 185 | |||||||
Net investment | 1,646 | 1,341 | 441 | 396 | |||||||
1 restated for the impact of changes to the acquisition balance sheet related to the purchase of Volvo Aerospace on 1 October 2012, see note 2. | |||||||||||
d) | Inter segment sales | ||||||||||
Subsidiary segmental sales gross of inter segment sales are; Aerospace £1,123 million (first half 2012: £770 million, full year 2012: £1,775 million), Driveline £1,589 million (first half 2012: £1,543 million, full year 2012: £2,999 million), Powder Metallurgy £480 million (first half 2012: £465 million, full year 2012: £875 million) and Land Systems £469 million (first half 2012: £490 million, full year 2012: £890 million). | |||||||||||
e) | Reconciliation of segmental property, plant and equipment and operating intangible assets to the Balance Sheet | ||||||||||
Unaudited | |||||||||||
First half | First half | Full year1 | |||||||||
2013 | 2012 | 2012 | |||||||||
£m | £m | £m | |||||||||
Segmental analysis - property, plant and equipment and operating intangible | |||||||||||
Assets | 2,439 | 1,893 | 2,339 | ||||||||
Segmental analysis - goodwill and non-operating intangible assets | 1,174 | 797 | 1,141 | ||||||||
Goodwill | (584) | (523) | (552) | ||||||||
Other businesses | 19 | 19 | 19 | ||||||||
Corporate assets | 8 | 8 | 5 | ||||||||
Balance Sheet - property, plant and equipment and other intangible assets | 3,056 | 2,194 | 2,952 | ||||||||
1 restated for the impact of changes to the acquisition balance sheet related to the purchase of Volvo Aerospace on 1 October 2012, see note 2. | |||||||||||
f) | Reconciliation of segmental working capital to the Balance Sheet | ||||||||||
Unaudited | |||||||||||
First half | First half | Full year | |||||||||
2013 | 2012 | 2012 | |||||||||
£m | £m | £m | |||||||||
Segmental analysis - working capital | 492 | 442 | 344 | ||||||||
Other businesses | 20 | 7 | 10 | ||||||||
Corporate items | (33) | (28) | (39) | ||||||||
Accrued net financing costs | (27) | (18) | (17) | ||||||||
Restructuring provisions | (4) | (7) | (6) | ||||||||
Deferred and contingent consideration | (36) | (29) | (85) | ||||||||
Government refundable advances | (95) | (43) | (88) | ||||||||
Balance Sheet - inventories, trade and other receivables, trade and other | |||||||||||
payables and provisions | 317 | 324 | 119 | ||||||||
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |
FOR THE HALF YEAR ENDED 30 JUNE 2013
| |
2 | Basis of preparation |
These half year condensed consolidated financial statements for the six months ended 30 June 2013 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Financial Reporting Standards, as adopted by the European Union, in accordance with IAS 34 'Interim Financial Reporting'. These financial statements have been prepared on a going concern basis. These financial statements, which are unaudited but have been reviewed by the auditors, provide an update of previously reported information and should be read in conjunction with the audited consolidated financial statements for the year ended 31 December 2012.
These financial statements do not constitute statutory accounts. A copy of the audited consolidated statutory accounts for the year ended 31 December 2012 has been delivered to the Registrar of Companies. The auditors' report on these accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498(2) or (3) of the Companies Act 2006.
| |
Accounting policies The accounting policies and methods of presentation applied in these financial statements are the same as those applied in the audited consolidated financial statements for the year ended 31 December 2012, with the exception of changes following adoption of the following standards/amendments:
Amendments to IAS 19 "Employee Benefits" The Group adopted IAS 19 (revised) 'Employee Benefits' on 1 January 2013 consistent with the standard's effective date. The Group has applied the standard retrospectively in accordance with the transition provisions. The impact on the Group has been in the following areas;
- The new standard requires post-employment scheme administrative costs to be recognised either in other comprehensive income, where specific to the management of plan assets, or in operating profit for all other costs. This has resulted in a reclassification of administrative costs from "interest charge on defined benefit plans" within net financing costs to "trading profit" for the full year 2012 of £4 million (first half 2012: £2 million). As a consequence, operating profit for the full year 2012 has reduced by £4 million (first half 2012: £2 million) but there is no impact on profit before or after taxation and basic or diluted earnings per share. The Group's management measures (trading profit, management profit before tax and management earnings per share) have been impacted for the full year 2012 by the £4 million (first half 2012: £2 million) reclassification, with amounts restated accordingly.
- The new standard replaces the interest cost on post-employment obligations and the expected return on post-employment scheme assets with a net interest cost based on the net post-employment obligation and the discount rate, measured at the beginning of the year. There is no change to determining the discount rate; this continues to reflect the yield on high-quality corporate bonds. This has increased the "interest charge on defined benefit plans" in the income statement as the discount rate applied to assets is lower than the expected return on assets. This has no effect on total comprehensive income as the increased charge in the income statement is offset by a credit in "remeasurement of defined benefit plans" in the consolidated statement of comprehensive income. The effect has been that the income statement charge for the full year 2012 has increased by £20 million (first half 2012: £10 million).
There has been no impact of the change in accounting policy on the consolidated balance sheet or consolidated cash flow statement as a result of reflecting the above changes. The net impact of the changes is a charge to "trading profit" for the full year 2012 of £4 million (first half 2012: charge of £2 million) and a charge to "other net financing charges" for the full year 2012 of £16 million (first half 2012: charge of £8 million) in the income statement and a credit to "remeasurement of defined benefit plans" for the full year 2012 of £20 million (first half 2012: credit of £10 million) in other comprehensive income. The statutory tax charge in the income statement for the full year 2012 has decreased from £85 million, previously reported, to £80 million (first half 2012: decreased from £53 million, previously reported, to £52 million) with corresponding changes to tax reported in other comprehensive income. Basic, diluted and management earnings per share have been impacted by the changes and restated accordingly.
IFRS 13 "Fair Value Measurement" The Group adopted IFRS 13 'Fair Value Measurement' on 1 January 2013 consistent with the standard's effective date and has applied it prospectively in accordance with transition provisions. The objective of the standard is to define the term "fair value" and to establish guidance and disclosure requirements for fair value measurement that should be applied across standards. In the new standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants at the measurement date. For non-financial assets, the fair value is determined based on the highest and best use of the asset as determined by a market participant. There has been no material impact on the consolidated accounts of applying IFRS 13.
|
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |
FOR THE HALF YEAR ENDED 30 JUNE 2013
| |
2 | Basis of preparation (continued) |
Amendments to IAS 1, "Presentation of Financial Statements" The Group adopted the amendments to IAS 1, "Presentation of Financial Statements" ("IAS 1"), consistent with the standard's effective date. The changes require that individual components of other comprehensive income shall be presented according to whether they will be recycled into the income statement at a later date or not. There has been no measurement impact on the consolidated accounts of applying the amendments to IAS 1.
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The Group has adopted relevant amendments to other standards with no material impact on its results, assets and liabilities. As outlined in the audited consolidated financial statements for the year ended 31 December 2012 the impact of further accounting developments is being assessed.
2012 acquisition Following the acquisition of Volvo Aerospace (renamed GKN Engine Systems) on 1 October 2012, the Group determined a provisional fair value opening balance sheet which was presented in the annual accounts for 2012. During the period further work has been completed on the assumptions used to establish provisional fair value amounts. As a result of this work the opening balance sheet has changed as follows: property, plant and equipment is reduced by £4 million, other intangible assets is increased by £3 million and goodwill is increased by £1 million.
As a result of the above changes there has been no material impact on the consolidated income statement, consolidated statement of comprehensive income or consolidated cash flow statement for the full year 2012.
The balance sheet at 31 December 2012 has been restated for the changes; reducing property, plant and equipment by £4 million to £1,960 million, increasing other intangible assets by £3 million to £992 million and increasing goodwill by £1 million to £552 million. Within the £3 million increase to other intangible assets; development costs are reduced by £4 million, the customer related asset arising on business combinations is reduced by £32 million and the technology based asset arising on business combinations is increased by £39 million.
Subsequent to the balance sheet date the final instalment of deferred consideration of £19 million has been agreed. This has been reflected in the balance sheet at 30 June 2013, with no further impact on goodwill reported.
Estimates, judgements and assumptionsThe Group's significant accounting policies are set out in the audited consolidated financial statements for the year ended 31 December 2012. The application of the Group's accounting policies requires the use of estimates, subjective judgement and assumptions. The Directors base these estimates, judgements and assumptions on a combination of past experience, professional expert advice and other evidence that is relevant to the particular circumstance.
The accounting policies where the Directors consider the more complex estimates, judgements and assumptions have to be made are those in respect of acquired assets and liabilities - business combinations, post-employment obligations, derivative and other financial instruments, taxation and impairment of non-current assets. The details of the principal estimates, judgements and assumptions are set out in notes 23, 25, 4b, 20, 6 and 11 of the audited consolidated financial statements for the year ended 31 December 2012 as updated in notes 10 (Post-employment obligations), 4 (change in value of derivative and other financial instruments), 8 (Taxation) and 14 (Other financial information) of these financial statements.
Date of approvalThese financial statements were approved by the Board of Directors on Monday 29 July 2013. |
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | ||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | ||||||
3 | Adjusted performance measures | |||||
(a) | Reconciliation of reported and management performance measures
| |||||
FIRST HALF 2013 (unaudited) | ||||||
As reported | Joint ventures | Exceptional and non- trading items | Management basis | |||
£m | £m | £m | £m | |||
Sales | 3,647 | 222 | - | 3,869 | ||
Trading profit | 289 | 31 | - | 320 | ||
Change in value of derivative and other financial instruments | (91) | - | 91 | - | ||
Amortisation of non-operating intangible assets arising on | ||||||
business combinations | (28) | - | 28 | - | ||
Operating profit | 170 | 31 | 119 | 320 | ||
Share of post-tax earnings of joint ventures | 24 | (31) | 1 | (6) | ||
Interest payable | (38) | - | - | (38) | ||
Interest receivable | 2 | - | - | 2 | ||
Other net financing charges | (24) | - | 24 | - | ||
Net financing costs | (60) | - | 24 | (36) | ||
Profit before taxation | 134 | - | 144 | 278 | ||
Taxation | (30) | - | (21) | (51) | ||
Profit for the period | 104 | - | 123 | 227 | ||
Profit attributable to non-controlling interests | (10) | - | 8 | (2) | ||
Earnings | 94 | - | 131 | 225 | ||
Earnings per share - pence | 5.8 | - | 8.0 | 13.8 | ||
FIRST HALF 2012* (unaudited) | ||||||
As reported | Joint ventures | Exceptional and non- trading items | Management basis | |||
£m | £m | £m | £m | |||
Sales | 3,254 | 205 | - | 3,459 | ||
Trading profit | 262 | 29 | - | 291 | ||
Change in value of derivative and other financial instruments | 18 | - | (18) | - | ||
Amortisation of non-operating intangible assets arising on | ||||||
business combinations | (16) | - | 16 | - | ||
Pension scheme curtailment | 35 | - | (35) | - | ||
Operating profit | 299 | 29 | (37) | 291 | ||
Share of post-tax earnings of joint ventures | 23 | (29) | 1 | (5) | ||
Interest payable | (27) | - | - | (27) | ||
Interest receivable | 5 | - | - | 5 | ||
Other net financing charges | (21) | - | 21 | - | ||
Net financing costs | (43) | - | 21 | (22) | ||
Profit/(loss) before taxation | 279 | - | (15) | 264 | ||
Taxation | (52) | - | 12 | (40) | ||
Profit/(loss) for the period | 227 | - | (3) | 224 | ||
Profit attributable to non-controlling interests | (12) | - | 10 | (2) | ||
Earnings | 215 | - | 7 | 222 | ||
Earnings per share - pence | 13.9 | - | 0.4 | 14.3 | ||
FULL YEAR 2012* | ||||||
For the year ended 31 December 2012, management sales were £6,904 million, management trading profit was £553 million, management profit before tax was £493 million and management earnings per share was 26.3 pence. |
* restated for the impact of IAS 19 (revised), see note 2.
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | ||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | ||||
3 | Adjusted performance measures (continued) | |||
(b) | Summary by segment
| |||
FIRST HALF 2013 (unaudited) | ||||
Sales | Trading profit | Margin | ||
£m | £m | |||
Aerospace | 1,123 | 118 | 10.5% | |
Driveline | 1,728 | 117 | 6.8% | |
Powder Metallurgy | 480 | 48 | 10.0% | |
Land Systems | 487 | 45 | 9.2% | |
Other businesses | 51 | 2 | ||
Corporate and unallocated costs | - | (10) | ||
3,869 | 320 | 8.3% | ||
FIRST HALF 2012* (unaudited) | ||||
Sales | Trading profit | Margin | ||
£m | £m | |||
Aerospace | 770 | 86 | 11.2% | |
Driveline | 1,664 | 121 | 7.3% | |
Powder Metallurgy | 465 | 47 | 10.1% | |
Land Systems | 512 | 52 | 10.2% | |
Other businesses | 48 | 1 | ||
Acquisition charges - Engine Systems (Aerospace) | - | (4) | ||
Corporate and unallocated costs | - | (12) | ||
3,459 | 291 | 8.4% | ||
FULL YEAR 2012* | ||||
Sales | Trading profit | Margin | ||
£m | £m | |||
Aerospace | 1,584 | 177 | 11.2% | |
Driveline | 3,236 | 235 | 7.3% | |
Powder Metallurgy | 874 | 87 | 10.0% | |
Land Systems | 933 | 88 | 9.4% | |
Other businesses | 86 | (4) | ||
Engine Systems (Aerospace) | 191 | (7) | ||
Corporate and unallocated costs | - | (23) | ||
6,904 | 553 | 8.0% | ||
* restated for the impact of IAS 19 (revised), see note 2.
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |||||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013
| |||||||||
4 | Change in value of derivative and other financial instruments | ||||||||
Unaudited | |||||||||
First half | First half | Full year | |||||||
2013 | 2012 | 2012 | |||||||
£m | £m | £m | |||||||
Forward currency contracts (not hedge accounted) | (98) | 18 | 117 | ||||||
Embedded derivatives | 3 | (1) | (1) | ||||||
Commodity contracts (not hedge accounted) | - | - | 1 | ||||||
(95) | 17 | 117 | |||||||
Net gains and losses on intra-group funding | |||||||||
Arising in period | 4 | 1 | 9 | ||||||
Reclassified in period | - | - | - | ||||||
4 | 1 | 9 | |||||||
Change in value of derivative and other financial instruments | (91) | 18 | 126 | ||||||
Forward foreign currency contracts (level 2), commodity contracts (level 2) and embedded derivatives (level 2) are valued using observable rates and published prices together with forecast cash flow information where applicable, consistent with the prior year. The amounts in respect of embedded derivatives represent commercial contracts denominated in US dollars between European Aerospace subsidiaries and customers outside the USA. | |||||||||
5 | Gains and losses on changes in Group structure | ||||||||
Unaudited | |||||||||
First half | First half | Full year | |||||||
2013 | 2012 | 2012 | |||||||
£m | £m | £m | |||||||
Profits and losses on sale or closure of businesses | |||||||||
Business sold | - | - | 1 | ||||||
Gain on contingent consideration | - | - | 4 | ||||||
- | - | 5 | |||||||
6 | Share of post-tax earnings of joint ventures | ||||||||
Unaudited | |||||||||
First half | First half | Full year | |||||||
2013 | 2012 | 2012 | |||||||
£m | £m | £m | |||||||
Sales | 222 | 205 | 394 | ||||||
Operating costs | (191) | (176) | (345) | ||||||
Trading profit | 31 | 29 | 49 | ||||||
Net financing costs | - | - | (1) | ||||||
Profit before taxation | 31 | 29 | 48 | ||||||
Taxation | (6) | (5) | (7) | ||||||
Share of post-tax earnings - before exceptional and non-trading | |||||||||
items | 25 | 24 | 41 | ||||||
Exceptional and non-trading items | (1) | (1) | (3) | ||||||
Share of post-tax earnings | 24 | 23 | 38 | ||||||
Exceptional and non-trading items represent amortisation of non-operating intangible assets arising on business combinations and other net financing charges including tax of £nil (first half 2012: £nil, full year 2012: £nil). | |||||||||
There has been no change in the fair value of a guarantee contract (level 3), signed with the external bankers of Emitec (a 50% joint venture company). The guarantee contract has been valued at £10 million based on future cash forecasts and an estimate of the probability of default if the guarantee were not in place. | |||||||||
7 | Other net financing charges | ||||||||
Unaudited | |||||||||
First half | First half | Full year | |||||||
2013 | 2012* | 2012* | |||||||
£m | £m | £m | |||||||
Interest charge on net defined benefit plans | (19) | (19) | (36) | ||||||
Unwind of discounts | (5) | (2) | (6) | ||||||
Other net financing charges | (24) | (21) | (42) | ||||||
* restated for the impact of IAS 19 (revised), see note 2.
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |||||
FOR THE HALF YEAR ENDED 30 JUNE 2013
| |||||
8
| Taxation
| ||||
The tax charge for the period is based on an estimate of the Group's expected annual effective rate of tax for 2013 based on tax legislation substantively enacted at 30 June 2013 applied to taxable profit for the period ended 30 June 2013. | |||||
Unaudited | |||||
First half | First half | Full year | |||
2013 | 2012* | 2012* | |||
£m | £m | £m | |||
Tax included in the income statement | |||||
Analysis of tax charge in the period | |||||
Current tax (charge)/credit | |||||
Current period charge | (43) | (47) | (77) | ||
Utilisation of previously unrecognised tax losses and other assets | 2 | 1 | 8 | ||
Adjustments in respect of prior periods | - | 2 | (6) | ||
Net movement on provisions for uncertain tax positions | 6 | (14) | (30) | ||
(35) | (58) | (105) | |||
Deferred tax | 5 | 6 | 25 | ||
Total tax charge for the period | (30) | (52) | (80) | ||
Analysed as: | |||||
Tax in respect of management profit | |||||
Current tax | (35) | (58) | (109) | ||
Deferred tax | (16) | 18 | 36 | ||
(51) | (40) | (73) | |||
Tax in respect of items excluded from management profit | |||||
Current tax | - | - | 4 | ||
Deferred tax | 21 | (12) | (11) | ||
21 | (12) | (7) | |||
Total tax charge for the period | (30) | (52) | (80) | ||
Unaudited | |||||
First half | First half | Full year | |||
2013 | 2012* | 2012* | |||
£m | £m | £m | |||
Tax included in other comprehensive income | |||||
Deferred tax on post-employment obligations | (19) | (10) | 74 | ||
Deferred tax on foreign currency gains and losses on intra-group funding | 1 | 1 | 1 | ||
Current tax on post-employment obligations | 10 | 11 | 22 | ||
Current tax on foreign currency gains and losses on intra-group funding | - | - | 6 | ||
(8) | 2 | 103 | |||
|
* restated for the impact of IAS 19 (revised), see note 2.
Management tax rate
The tax charge arising on management profits of subsidiaries of £253 million (first half 2012: £240 million, full year 2012: £452 million) was £51 million (first half 2012: £40 million charge, full year 2012: £73 million charge) giving an effective tax rate of 20% (first half 2012: 17%, full year 2012: 16%).
Deferred tax asset recognition
There is a net £5 million (first half 2012: £6 million, full year 2012: £25 million) deferred tax credit to the Income Statement in the period, primarily relating to the recognition of previously unrecognised tax losses in the US, Canada and Spain.
|
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |||||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |||||||||
8 | Taxation (continued)
Changes in UK tax rate
On 1 April 2013 a reduction to the mainstream UK corporation tax rate to 23% took effect.
On 2 July 2013, further reductions to the main rate were substantively enacted to reduce the rate by 2% to 21% on 1 April 2014 and a further 1% on 1 April 2015. As at 30 June 2013 the reduced rates had not been substantively enacted so the UK deferred tax asset is measured at 23%. The reduction in rate will reduce the value of the UK deferred tax asset and will have an impact on the Group effective tax rate at the full year. | ||||||||
9 | Dividends
| ||||||||
An interim dividend of 2.6 pence per share (first half 2012: 2.4 pence per share) has been declared by the Directors and will be paid on 23 September 2013 to shareholders on the register at 16 August 2013. Based on the number of shares ranking for dividend at 30 June 2013, the interim dividend is expected to absorb £43 million.
During the period £78 million (first half 2012: £62 million, full year 2012: £101 million) was paid in respect of dividends to equity shareholders.
| |||||||||
10 | Post-employment obligations
| ||||||||
Actuarial assessments of the key defined benefit pension and post-employment medical plans (representing 97% of liabilities and 98% of assets) were carried out as at 30 June 2013. | |||||||||
Movement in post-employment obligations during the period: | |||||||||
Unaudited | |||||||||
First half | First half | Full Year | |||||||
2013 | 2012* | 2012* | |||||||
£m | £m | £m | |||||||
At 1 January | (978) | (868) | (868) | ||||||
Businesses acquired | - | - | (67) | ||||||
Current service cost | (26) | (20) | (44) | ||||||
Administrative costs | (2) | (2) | (4) | ||||||
Curtailments/settlements | - | 35 | 54 | ||||||
Past service | - | - | 1 | ||||||
Interest on net defined benefit plans | (19) | (19) | (36) | ||||||
Remeasurement of defined benefit plans | 106 | (111) | (152) | ||||||
Contributions/benefits paid | 54 | 42 | 114 | ||||||
Removal of pension partnership plan asset | (342) | - | - | ||||||
Currency variations | (33) | 17 | 24 | ||||||
At end of period | (1,240) | (926) | (978) | ||||||
* restated for the impact of IAS 19 (revised), see note 2.
| |||||||||
Post-employment obligations as at the period end comprise: | |||||||||
Unaudited | |||||||||
30 June | 30 June | 31 December | |||||||
2013 | 2012 | 2012 | |||||||
£m | £m | £m | |||||||
Pensions | - funded | (679) | (418) | (422) | |||||
- unfunded | (485) | (437) | (481) | ||||||
Medical | - funded | (24) | (24) | (24) | |||||
- unfunded | (52) | (47) | (51) | ||||||
(1,240) | (926) | (978) | |||||||
UK | Americas | Europe | ROW | Total | |||||
£m | £m | £m | £m | £m | |||||
At 30 June 2013 - unaudited | (621) | (137) | (463) | (19) | (1,240) | ||||
At 30 June 2012 - unaudited | (322) | (172) | (410) | (22) | (926) | ||||
At 31 December 2012 | (341) | (163) | (454) | (20) | (978) | ||||
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |||||||
10 | Post-employment obligations (continued) | ||||||
Assumptions | |||||||
The major assumptions used were: | |||||||
UK | Americas | Europe | ROW | ||||
GKN1 | GKN2 | ||||||
% | % | % | % | % | |||
At 30 June 2013 - unaudited | |||||||
Rate of increase in pensionable salaries | n/a | 4.30 | 3.50 | 2.50 | - | ||
Rate of increase in payment and deferred pensions | 3.20 | 3.30 | - | 1.75 | n/a | ||
Discount rate | 4.20 | 4.60 | 4.80 | 3.50 | 1.45 | ||
Inflation assumption | 3.10 | 3.30 | 2.50 | 1.75 | n/a | ||
Rate of increase in medical costs: | |||||||
Initial/long term | 6.1/6.1 | 8.0/5.0 | n/a | n/a | |||
At 30 June 2012 - unaudited | |||||||
Rate of increase in pensionable salaries | 4.00 | 3.50 | 2.50 | - | |||
Rate of increase in payment and deferred pensions | 3.10 | - | 1.75 | n/a | |||
Discount rate | 4.60 | 4.20 | 3.70 | 1.65 | |||
Inflation assumption | 3.00 | 2.50 | 1.75 | n/a | |||
Rate of increase in medical costs: | |||||||
Initial/long term | 6.0/5.4 | 8.0/5.0 | n/a | n/a | |||
At 31 December 2012 | |||||||
Rate of increase in pensionable salaries | n/a | 3.90 | 3.50 | 2.50 | - | ||
Rate of increase in payment and deferred pensions | 3.00 | 3.00 | 2.00 | 1.75 | n/a | ||
Discount rate | 3.80 | 4.30 | 4.10 | 3.20 | 1.45 | ||
Inflation assumption | 2.80 | 2.90 | 2.50 | 1.75 | n/a | ||
Rate of increase in medical costs: | |||||||
Initial/long term | 6.1/6.1 | 8.0/5.0 | n/a | n/a | |||
Consistent with the prior period and year end, the yield used to calculate the UK discount rate at 30 June 2013 was based on AA corporate bonds with duration weighted to the UK pension schemes' liabilities. No adjustments to mortality assumptions have been made in the period compared to those used as at 31 December 2012. The UK scheme assumptions are based on S1NA (year of birth) mortality tables allowing for medium cohort projections with a minimum improvement of 1%. In Germany RT2005-G tables were used, whilst PPA 2012 tables were used in the US. |
NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | ||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | ||||||
10 | Post-employment obligations (continued)
| |||||
Assumption sensitivity analysis
The impact of a one percentage point movement in the primary assumptions for the defined benefit net obligations as at 30 June 2013 is set out below:
| ||||||
UK | Americas | Europe | ROW | |||
£m | £m | £m | £m | |||
Discount rate +1% | 370 | 40 | 65 | 3 | ||
Discount rate -1% | (462) | (49) | (86) | (4) | ||
Rate of inflation +1% | (393) | - | (57) | - | ||
Rate of inflation -1% | 320 | - | 47 | - | ||
UK deficit funding
GKN's two UK defined benefit pension schemes are currently undergoing triennial funding valuations as at 5 April 2013. Once the valuation process is complete, the 5 April 2013 funding deficit in each scheme will be confirmed and any incremental deficit contributions payable by the Group will be established. It is likely that some additional Group funding will be required, but given the early stage of negotiations with the scheme Trustees and the many variables involved in both establishing the valuation and agreeing any resulting recovery plan, the final outcome cannot currently be predicted with any reasonable degree of certainty.
Pension partnership arrangement
On 31 March 2010, the Group agreed an asset-backed cash payment arrangement with the Trustee of the UK pension scheme via a pension partnership arrangement, which entitled the UK pension scheme to a distribution of £30 million per annum for 20 years, subject to discretion exercisable by the Group in certain circumstances. When the UK pension scheme was split into two separate schemes during 2012, the interest in partnership income was also split accordingly. The income interest has previously been recognised as an IAS 19 plan asset, having been valued on a discounted cash-flow basis, with a corresponding non-controlling interest in equity. During the period, the Group entered into discussions with the Trustees of the two UK pension schemes which resulted in changes to the pension partnership agreement, restricting the ability of each UK pension scheme to sell or otherwise transfer its respective income interest without GKN consent. The result of this change is that the respective income interests no longer meet the criteria for recognition as an IAS 19 plan asset and consequently the plan asset has been removed from the Group's balance sheet with an effective date of 31 May 2013. This increases the Group's reported post-employment obligation deficit by an amount of £342 million being the fair value at 31 May 2013, and eliminates the non-controlling interest of £332 million which was previously recognised in equity in relation to the schemes' income interests. The remaining difference of £10 million has been recognised in equity within retained earnings, as it represents a transaction with equity holders.
During the period the Group has paid a combined amount of £30 million (first half 2012: £30 million) to the two UK pension schemes through the pension partnership. £20 million of this amount was paid following the removal of the pension partnership plan asset, so is included within the amount of contributions/benefits paid in the table above, and £10 million was paid as a distribution from the pension partnership to the UK Pension scheme, before the effective date of the new agreement.
For comparison purposes only, if the partnership amendment had an effective date of 1 January 2012 (the beginning of the comparative period), rather than the actual date of 31 May 2013, the pro forma net amounts for "Post employment obligations" reported at previous balance sheet dates would have been: 30 June 2012: £1,253 million; 31 December 2012: £1,320 million. Amounts actually reported were: 30 June 2012: £926 million; 31 December 2012: £978 million. Similarly, the pro forma balance sheet value of "Non-controlling interests" would have been: 30 June 2012: £21 million; 31 December 2012: £19 million, compared to amounts actually reported of: 30 June 2012: £345 million; 31 December 2012: £353 million. In the income statement, pro forma "Other net financing charges" would have increased by £6 million from £24 million to £30 million for the 6 months to 30 June 2013 (first half 2012: increase of £8 million, full year 2012 increase of £16 million).
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NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | ||||||
FOR THE HALF YEAR ENDED 30 JUNE 2013 | ||||||
11 | Cash flow notes | |||||
Unaudited | ||||||
First half | First half | Full year | ||||
2013 | 2012* | 2012* | ||||
£m | £m | £m | ||||
Cash generated from operations | ||||||
Operating profit | 170 | 299 | 624 | |||
Adjustments for: | ||||||
Depreciation, impairment and amortisation of fixed assets | ||||||
Charged to trading profit | ||||||
Depreciation | 119 | 105 | 214 | |||
Impairment | - | - | 4 | |||
Amortisation | 13 | 7 | 17 | |||
Amortisation of non-operating intangible assets arising on business | ||||||
combinations | 28 | 16 | 37 | |||
Change in value of derivative and other financial instruments | 91 | (18) | (126) | |||
Amortisation of government capital grants | (2) | (1) | (3) | |||
Net profit on sale/realisation of fixed assets | - | - | (3) | |||
Gains and losses on changes in Group structure | - | - | (5) | |||
Charge for share-based payments | 5 | 3 | 6 | |||
Pension scheme curtailments and related cash | - | - | (99) | |||
Movement in post-employment obligations | (26) | (55) | (24) | |||
Change in inventories | (64) | (56) | 73 | |||
Change in receivables | (180) | (216) | (70) | |||
Change in payables and provisions | 113 | 131 | (107) | |||
267 | 215 | 538 | ||||
Movement in net debt | ||||||
Net movement in cash and cash equivalents | 86 | 38 | (21) | |||
Net movement in borrowings and deposits | (137) | (91) | (323) | |||
Costs associated with refinancing | - | - | 9 | |||
Finance leases | - | 1 | (1) | |||
Currency variations | (6) | - | 3 | |||
Movement in period | (57) | (52) | (333) | |||
Net debt at beginning of period | (871) | (538) | (538) | |||
Net debt at end of period | (928) | (590) | (871) | |||
Reconciliation of cash and cash equivalents | ||||||
Cash and cash equivalents per balance sheet | 233 | 212 | 181 | |||
Bank overdrafts included within "current liabilities - borrowings" | (23) | (29) | (57) | |||
Cash and cash equivalents per cash flow | 210 | 183 | 124 | |||
* restated for the impact of IAS 19 (revised), see note 2.
The fair values of most financial instruments approximate to carrying value either due to the short-term maturity of the instruments or because interest rates are reset frequently, with the exception of other borrowings and government refundable advances which are carried at amortised cost. The carrying value of other borrowings at 30 June 2013 was £1,095 million with a fair value of £1,122 million and the carrying value of government refundable advances at 30 June 2013 was £94 million with a fair value of £102 million.
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NOTES TO THE HALF YEAR CONSOLIDATED FINANCIAL STATEMENTS (continued) | |
FOR THE HALF YEAR ENDED 30 JUNE 2013 | |
12 | Property, plant and equipment (unaudited) |
During the six months ended 30 June 2013 the Group asset additions were £121 million (first half 2012: £113 million). Assets with a carrying value of £nil (first half 2012: £nil) were disposed of during the six months ended 30 June 2013.
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13 | Related party transactions (unaudited) |
In the ordinary course of business, sales and purchases of goods take place between subsidiaries and joint venture companies priced on an 'arm's length' basis. The Group also provides short-term financing facilities to joint venture companies. There have been no significant changes in the nature of transactions between subsidiaries and joint ventures that have materially affected the financial statements in the period. Similarly, there has been no material impact on the financial statements arising from changes in the aggregate compensation of key management.
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14 | Other financial information (unaudited) |
Commitments relating to future capital expenditure not provided by subsidiaries at 30 June 2013 amounted to £98 million (30 June 2012: £109 million) and the Group's share not provided by joint ventures amounted to £17 million (30 June 2012: £25 million).
During the period a total of 4,506,727 ordinary shares were issued in connection with the exercise of options under the Company's share option schemes, all of which were transferred from treasury. This generated a cash inflow of £5 million (first half 2012: £2 million).
During the period a total of 1,723,040 shares were purchased by the GKN Employee Share Ownership Plan Trust in the open market for cash consideration of £4 million (first half 2012: nil).
On 28 February 2013 the Group established a Chinese subsidiary Lianyungang GKN Hua Ding Wheels Company Limited (the Company) in partnership with Lianyungang Huading Wheel Company Limited. As part of the agreement the partner contributed £2 million of fixed assets to the Company in return for 35% of the share capital of the Company. On consolidation, the fixed asset value contributed on establishment of the Company is matched by a corresponding non-controlling interest.
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15 | Contingent assets and liabilities (unaudited) |
Since 2003, the Group has been involved in litigation with HMRC in respect of various advance corporate tax payments made and corporate tax paid on certain foreign dividends which, in its view, were levied by HMRC in breach of the Group's EU community law rights. A High Court judgment regarding payments on account was handed down in January 2013 confirming HMRC should repay payments on account to GKN. The European Court of Justice published its decision on 13 November 2012 and the case will return to the UK Courts.
The continuing complexity of the case and uncertainty over the issues raised means that it is not possible to predict the final outcome of the litigation with any reasonable degree of certainty and, as a result, no contingent asset has been recognised.
There are no other material contingent assets at 30 June 2013 or 30 June 2012. At 30 June 2013 the Group had no contingent liabilities in respect of bank arrangements but one guarantee in respect of a joint venture's funding, consistent with 2012 year end (30 June 2012: none). In the case of certain businesses, performance bonds and customer finance obligations have been entered into in the normal course of business. | |
Independent review report to GKN plc
Introduction
We have been engaged by the Company to review the condensed consolidated financial statements in the Half year report for the six months ended 30 June 2013 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Condensed Consolidated Statement of Changes in Equity, Consolidated Balance Sheet, Consolidated Cash Flow Statement and related notes. We have read the other information contained in the Half year report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated financial statements.
Directors' responsibilities
The Half year report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Half year report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated financial statements included in this Half year report have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed consolidated financial statements in the Half year report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of half year financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements in the Half year report for the six months ended 30 June 2013 are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
Birmingham29 July 2013
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GKN PLC