Smiths Group PLC (SMIN) - Publication of Accounts 2012 and Notice of AGM
RNS Number : 5448O
Smiths Group PLC
12 October 2012
12 OCTOBER 2012
SMITHS GROUP PLC
ANNUAL FINANCIAL REPORT 2012
LISTING RULE LR 9.6.3 R
The Company is submitting today copies of the documents listed below to the UK
Listing Authority, in compliance with Listing Rule LR 9.6.1R.
1. Annual Report 2012;
2. Notice of Annual General Meeting;
3. Notice of the availability of company documents in electronic format;
4. Proxy Form.
The above-mentioned documents will be uploaded to the National Storage
Mechanism website, in pdf file format, and will shortly be available for
viewing by visiting http://www.hemscott.com/nsm.do.
Copies of the documents referred to above have been posted to some
shareholders and made available online to the other shareholders today, in
accordance with their respective elections for company communications.
The Annual Report 2012 and the Notice of Annual General Meeting are now
available online at the Company's website, www.smiths.com/ar12. Printed
copies may be obtained by writing to The Company Secretary, Smiths Group plc,
2nd Floor, Cardinal Place, 80 Victoria Street, London SW1E 5JL or sending an
e-mail request to email@example.com.
DISCLOSURE & TRANSPARENCY RULE DTR 6.3.5(2)
A condensed set of the Company's consolidated financial statements and
information on important events that occurred during the financial year ended
31 July 2012 and their impact on the financial statements were contained in
the Final Results announcement issued by the Company, through the Regulated
News Service of the London Stock Exchange, at 07:00 on 19 September 2012.
That information, together with the information set out below, which is
extracted from the Annual Report 2012, constitute the material required by
Disclosure & Transparency Rule 6.3.5 to be communicated to the media in full
unedited text through a Regulatory Information Service. This announcement is
not a substitute for reading the full Annual Report 2012. Page and note
references in the text below refer to page numbers in the Annual Report 2012
and notes to the financial statements (available online from www.smiths.com
(Extract comprising pages 54 to 58 in the Annual Report 2012)
Smiths Group is exposed to a wide range of risks in running its businesses.
The Company and its divisions consider these risks on a regular basis and seek
to put in place appropriate risk management processes, policies and other
measures, including insurance where appropriate.
However, there can be no assurance that these measures will be effective in
any particular case. If any of these risks, or other unforeseen risks,
materialise, they could have a significant adverse effect not only on our
business and financial condition but also on our reputation and the trading
prices and liquidity of our securities. This could lead to a loss for
investors of part of or, in a worst case scenario, all of their investment.
The Group's process for identifying, evaluating and managing significant
business risks is reviewed by the Audit Committee and monitored by the Group
Internal Audit Department. An outline of this year's review process by the
Board and Audit Committee is set out on page 77. A description of the
Company's internal controls and risk management processes is given in the
Corporate governance statement, on pages 75-76.
Further information is provided below on our principal risks and the
mitigating activities in place to address them. The Group is exposed to a
larger number of risks than those listed. However, we have made a conscious
effort to disclose those risks that have been debated at recent Board or Audit
Committee meetings and are of most concern to the business at this time.
Changes to the Group's risk profile
Since the last annual report, the Group's assessment of its risks has
incorporated the following risk areas:
- There has been a sustained risk that certain Eurozone members fail to
meet their sovereign debt obligations, which could destabilise the Euro
currency and result in currency devaluations in some of our Eurozone markets.
If such devaluation took place, the Group's trading position might be
adversely affected and investments in such markets may decrease in value. We
are preparing plans to address these effects where it would be practical and
economic to do so.
- Continued constraints on government budgets are likely to put
pressure on public sector spending in areas such as healthcare, defence and
homeland security in markets in which the Group operates. This budgetary
pressure has also caused payment terms to lengthen with some government-funded
customers, particularly in Southern Europe, although we continue to manage any
overdue debts very closely. There may be other effects, such as changes in
the fiscal and regulatory policies in the countries where the Group conducts
- The incidence of cyber-security crime has increased in recent years
and some Smiths Group companies operate in sectors where cyber-criminals have
been active. We continue to monitor our systems closely and have introduced a
Group-wide information security awareness programme.
The Group operates in more than 50 countries and is affected by global
economic conditions, particularly in the US and Europe. Our business is also
affected by government spending priorities, in particular in the US and
Europe, and the willingness of governments to commit substantial resources to
homeland security and defence.
Current global economic and financial market conditions, and the potential for
a significant and prolonged global recession, may materially and adversely
affect Group performance and financial condition. A recession may also
materially affect our customers, suppliers and other parties with which we do
business. Adverse economic and financial market conditions may cause our
customers to terminate existing orders, to reduce their purchases from the
Group, or to be unable to meet their obligations to pay outstanding amounts
due to the Group. These market conditions may also cause our suppliers to be
unable to meet their commitments to the Group or to change the credit terms
they extend to us.
A significant and sustained economic downturn, or any similar event, could
have a material adverse effect on the Group's operational performance and
- The Group has a diversified portfolio of businesses that mitigates
exposure to any one country or sector.
- The divisions regularly monitor their order flows and other leading
indicators, where available, so that they may respond quickly to a
deterioration in trading conditions.
- In the event of a significant economic downturn, there may be
opportunities to identify and implement cost reduction opportunities to offset
the impact on margins from a deterioration in sales.
Financial risks (foreign exchange, funding, tax and insurance)
Foreign exchange: Exchange rate fluctuations have had, and could continue to
have, a material impact on the reported results. The Group is exposed to two
types of currency risk: transaction and translation.
Funding: The Group's ability to refinance its borrowings in the bank or
capital markets is dependent on market conditions and the proper functioning
of financial markets.
Tax: The Group's future profitability, particularly in the US where there are
higher rates of corporation tax, may cause the headline tax rate to increase
over time. Changes in tax and fiscal regulations and transfer pricing rules
in the countries in which we operate could affect the Group, particularly at
times when public sector debt is high.
Insurance: The Group cannot be certain that it will be able to obtain
insurance on acceptable terms or at all. Furthermore, the Group cannot be
certain that its insurance will cover losses arising from events or that
insurers will not dispute coverage. In addition, even if our coverage is
sufficient, the insurance industry is subject to credit risk, particularly in
the event of a catastrophe or where an insurer has substantial exposure to a
Foreign exchange: The Group's reported results will fluctuate as average
exchange rates change. The Group's reported net assets will fluctuate as the
year-end exchange rate changes.
Funding: The Group may be unable to refinance its debt when due.
Tax: Taxation costs could rise and earnings per share could deteriorate, which
could affect the Group's market valuation.
Insurance: If insurance cover is inadequate or does not pay out as expected,
the Group could be exposed to an unexpected material cash outflow, which may
impact on the Group's liquidity and/or share price.
- Foreign exchange: The Group's hedging strategy, whereby larger
transactions are hedge accounted, mitigates the risk to profitability to some
extent. Net investment hedging of overseas assets of approximately 50%
through borrowing in non-sterling currencies mitigates the impact of exchange
rate fluctuations on net assets.
- Funding: The Group's debt maturity is staggered so that the
refinancing risk is minimised. As at 31 July 2012, we had an undrawn
revolving credit facility of $800m.
- Tax: The Group's taxation staff co-ordinate tax management to
mitigate possible increases in the effective tax rate. Regular reporting to
the Board of tax risks and exposures provides good visibility of issues.
- Insurance: Insurance risk is spread across a number of carriers to
minimise individual insured risk and counterparty risk.
Read more on page 52.
Political and economic structural weaknesses in the single currency framework
have caused heightened risk that the Eurozone may not survive in its present
form. If the Eurozone breaks up, one or more countries will leave the Euro,
and opt for new currencies. This may result in substantial default on
existing Euro sovereign debt and economic dislocation. It could also result
in capital exchange controls being imposed, some domestic banking failures and
expropriation of assets.
Smiths Group has approximately 5-6% of its business (measured by sales, profit
or net assets) in Spain, Ireland, Portugal, Italy and Greece, which could be
adversely affected by currency devaluations.
It might affect the profitability of existing contracts and customers might be
unable to repay debts according to agreed terms. A Eurozone break-up is
likely to affect the wider economic environment, particularly in Europe, which
could affect trading on a global basis.
- The diversified portfolio mitigates exposure to any single country or
currency. We also have robust processes to monitor overdue debts.
- We have net investment hedging of c. 50% of our overseas currency
exposure and assets.
- A project has identified further risk mitigation actions and reviewed
opportunities to provide contractual protection.
Global supply chain/concentration of manufacturing
The Group's business depends on the availability and timely delivery of raw
materials and purchased components, and could be affected by a disruption to
its supply chain. In particular, we rely on sole suppliers to provide raw
materials or components for some of our products.
The Group's manufacturing facilities are exposed to a number of natural
catastrophe risks, which, like other external events such as terrorist attacks
or a disease pandemic, could have significant adverse consequences. The Group
is also affected by the social, economic, regulatory and political conditions
in the countries where it operates, which are often unpredictable and outside
its control, particularly in developing countries.
The concentration of manufacturing in lower cost countries, in particular in
Mexico and China, increases the length of the supply chain and means that an
adverse event could have more significant consequences for our ability to
supply customers on time.
A longer supply chain also affects transport costs, which could be exacerbated
by energy cost inflation.
- Business continuity and disaster recovery plans are in place and
tested for critical locations, to reduce the impact of an event.
- Single source supplier risks are identified and, where possible, key
materials or components are dual sourced to mitigate the impact of an event.
- The Group regularly evaluates its key sites for a range of risk
factors using externally benchmarked assessments, and takes action to improve
these ratings, where appropriate.
- The Group has business interruption and property damage insurance.
We derive a significant proportion of our revenues in mature Western
economies. Additionally, around 35% of the Group's revenue is from
governments and their agencies or are influenced by government regulation.
Smiths Detection, Smiths Medical and Smiths Interconnect frequently tender for
government contracts. The timing of contract awards and payments under these
contracts may be uncertain and uneven over a given financial year.
Any significant disruption or deterioration in relationship with these
governments could result in fewer contracts and lower revenues.
At a time when government finances are under pressure, these headwinds may
lead to slower growth across the business.
A decrease in spending by key government customers could materially affect the
Group's results and financial condition.
Delays in awarding government contracts can affect the Group's sales, margins
and cash conversion in a particular reporting period.
- The Group has a diversified portfolio of businesses that mitigates
exposure to any one country or sector.
- Some of our government-related business has a services or consumables
component, which can be more resilient during an economic downturn.
- The Group has a government relations function so that it can inform
policy and maintain close relationships with customers. This supports the
monitoring of lead indicators and helps us to position our businesses
appropriately for the economic cycle.
Information technology and cyber-security
The Group's information systems, personnel and facilities are subject to
security risk. The Group is dependent on information technology systems for
both internal and external communications and for the day-to-day management of
its operations. The incidence of cyber-security crime is on the rise and some
Smiths Group companies operate in sectors where cyber-criminals are active.
Any disruption to the information systems could have significant adverse
consequences for the Group's operations or its ability to trade. It could
result in the loss of confidential information and intellectual property,
which could affect the Group's competitive position and cause reputational
- Extensive controls and reviews are undertaken to maintain the
integrity and efficiency of IT infrastructure and data.
- There are also processes to deal with significant IT security
- A Group-wide information security awareness programme has been
Acquisitions and disposals
The success of the Group's acquisition strategy depends on identifying
targets, obtaining authorisations and having the necessary financing. Even if
an acquisition is completed, the acquired products and technologies may not be
successful or may require significantly greater resources and investment than
The Group may not be able to integrate the businesses that it acquires. If
integration is unsuccessful, anticipated benefits are not realised or trading
by acquired businesses falls below expectations, it may be necessary to impair
the carrying value of these assets.
In recent years, the Group has disposed of a number of businesses, including
its Aerospace operations, where it has given indemnities, warranties and
guarantees to counterparties. The Group is also party to a number of
contracts relating to formerly owned businesses which it has not yet novated
to the purchasers of these businesses.
The Group's return on capital employed may fall if acquisition hurdle rates
are not met.
The Group's financial performance may suffer from goodwill or other
acquisition-related impairment charges.
Insufficient allowance for indemnities and warranties given at disposal may
affect our financial position.
- We perform comprehensive strategic and financial reviews of all
opportunities. Detailed due diligence and integration work is undertaken and
reviewed in accordance with Group policy.
- Due diligence includes an assessment of the acquisition target's
talent and competencies. We also consider the integration process and
- The Board only authorises acquisitions after completion of due
diligence, and approval is subject to meeting the capital allocation and other
financial hurdles set by the Board.
- The Board regularly reviews post-acquisition performance and
- The Executive Committee and Board review the acquisition pipeline.
There are monthly reviews with strategy leads for each division.
- On disposals, the Group seeks to minimise its exposure to indemnities
and warranties and any that are provided are reviewed on a regular basis.
Compliance with legislation and regulations
There is a risk that the Group may not always be in complete compliance with
laws, regulations or permits, for example concerning environmental or safety
The Group operates in highly regulated sectors. Smiths Detection, Smiths
Interconnect and Smiths Medical are particularly subject to regulation, with
certain customers, regulators or other enforcement bodies routinely inspecting
the Group's practices, processes and premises.
Smiths Detection and Smiths Interconnect manufacture security products and
components, which are subject to numerous export controls, technology
licensing and other government regulations.
In addition, new legislation, regulations or certification requirements may
require additional expense, restrict commercial flexibility and business
strategies or introduce additional liabilities for the company or directors.
There also appears to be a growing trend for legislation that could be
described as 'protectionist', which may affect our businesses.
The Group could be held responsible for liabilities and consequences arising
from past or future environmental damage, including potentially significant
remedial costs. There can be no assurance that any provisions for expected
environmental liabilities and remediation costs will adequately cover these
liabilities or costs.
Should a regulator's approval process take a particularly long time, our
products may be delayed in getting to market, which could lead to a loss of
revenue or benefit a competitor with a similar product. Corruption on the
part of a single employee can entail severe consequences for the Group.
Failure to comply with certain regulations may result in significant financial
penalties, debarment from government contracts and/or reputational damage.
- Environmental, health and safety data are reported to the Quarterly
Business Reviews, Executive Committee and the Board, along with actions to
improve performance over time.
- Smiths Medical has dedicated staff who maintain close contact with
the US Food and Drug Administration and other key regulators.
- All divisions have trade compliance advice and training. This
includes training on the Group's Code of Business Ethics and assessments to
- Divisional and Group General Counsel monitor legislative changes
(assisted by Government Relations staff) and report and monitor actions as
necessary. This may require modifications to our supply chains and customer
At 31 July 2012, the Group has legacy defined benefit pension plans, with
aggregate liabilities in excess of £3bn on an accounting basis. Changes in
discount rates, inflation, asset returns or mortality assumptions could lead
to a materially higher deficit. For example, the cost of a buyout on a
discontinued basis, and therefore using more conservative assumptions, is
likely to be significantly higher than the accounting deficit.
In addition, there is a risk that the plans' assets, such as investments in
equity and debt securities, will not be sufficient to cover the value of those
The implications of a higher pension deficit include a direct impact on
valuation, credit rating and potential additional funding requirements at
subsequent triennial reviews. The 2012 triennial review of the principal UK
pension schemes may result in higher cash payments from the Group.
In the event of a major disposal that generates significant cash proceeds that
are returned to shareholders, the Group may be required to make additional
cash payments to the schemes or provide additional security.
- All major schemes (US/UK) have been closed to future accrual.
- Agreed funding plans are in place with the major UK schemes following
the last triennial reviews. The Group seeks a good working relationship with
the trustees through regular update meetings.
- There are plans in place to reduce the mismatch between assets
classes and liabilities, as relative outperformance of the assets versus
liabilities is achieved, although there is no downside protection in place
should this not occur.
- Pension matters are regularly reported to the Board.
Read more in note on pages 112-115.
Product liability and litigation
In the ordinary course of its business, the Group is subject to litigation
such as product liability claims and lawsuits, including potential class
actions, alleging that the Group's products have resulted or could result in
an unsafe condition or injury.
In addition, manufacturing flaws, component failures or design defects could
require us to recall products. Many of our products are used in critical
applications where the consequences of a failure could be extremely serious
and, in some cases, potentially catastrophic.
- Products sold to the aviation, security, healthcare, energy and
consumer/domestic industries are particularly critical in nature.
- Furthermore, over half the Group's sales are in the US, where there
is potentially increased litigation risk.
Any liability claim against the Group, with or without merit, could be costly
to defend and could increase our insurance premiums. Some claims might not be
covered by our insurance policies, either adequately or at all.
An adverse event involving one of our products could damage our reputation and
reduce market acceptance and demand for all of our products.
- Quality assurance processes are embedded in our manufacturing
locations for critical equipment, supporting compliance with industry
- A global best practice programme is underway to enhance product
quality processes across the Group. This is sponsored by the Executive
Committee and leverages the ongoing work in Smiths Medical and John Crane.
- The divisions have procedures for dealing with product liability
issues and potential product recalls. These procedures are informed by crisis
management planning workshops and rehearsals.
- The Group has insurance cover for certain product liability risks.
The US 'Safety Act' provides legislative protection for certain Smiths
Detection products in the US; and we support efforts to implement similar
legislation in other markets.
- Any litigation is managed under the supervision of the Group's legal
function. We have detailed action plans to manage actual or threatened
Read more on page 53 and in note 22 on pages 128-130.
Technology and innovation
Developing new products and improving existing products is critical to our
business and competitors may innovate more effectively.
The emergence of a disruptive technology could have an impact on a major
cash-flow contributor to the Group over time.
The speed of innovation in certain markets may lead to shorter product
lifecycles, increasing the need for innovation.
Additionally, the entry of new competitors, the consolidation of existing
competitors and changed or irrational competitor behaviour could all
significantly affect the Group's business.
The failure of the Group to develop its products and services, or more
effective innovation by a competitor, could have a materially adverse effect
on sales growth.
- The Group has a diversified technology portfolio in a range of
sectors and geographies.
- Our continued investment in R&D supports new product and service
- The Group looks to expand the addressable markets of its key
businesses by building capabilities in adjacent markets, through organic
investment and targeted acquisitions.
Talent and succession planning
The loss of key personnel, or the failure to plan adequately for succession or
develop new talent.
Competition for personnel is intense and the Group may not be successful in
attracting or retaining qualified personnel, particularly engineering
professionals. In addition, certain personnel may be required to receive
security clearance and substantial training to work on certain programmes.
The loss of key employees, the Group's inability to attract new or adequately
trained employees, or a delay in hiring key personnel could seriously harm the
May impact the reputation of the Group, or lead to a disruption in the
leadership of the business.
Over time, our competitive advantage is defined by the quality of our people -
should we fail to attract, develop and retain key talent, in time our
competitive advantage will erode, leading to weaker growth potential or
- Each division or function holds talent and succession plan reviews at
least annually. These plans are reviewed by the Nomination Committee.
- Remuneration packages, including variable and long-term elements of
the compensation arrangements are evaluated regularly against market practice.
Read more on pages 17 and 53.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
(This statement is repeated here solely for the purposes of complying with
Disclosure & Transparency Rule 6.3.5. This statement relates to and is
extracted from page 89 of the Annual Report 2012. It is not connected to the
extracted information presented in this announcement or to the Final Results
announcement released on 19 September 2012.)
Company law requires the directors to prepare accounts for each financial
year. Under company law the directors must not approve the accounts unless
they are satisfied that they give a true and fair view of the state of affairs
of the Group and the Company and of the profit or loss of the Group for that
period. In preparing these accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and
- state whether the consolidated accounts comply with International
Financial Reporting Standards ("IFRS"), and the Parent Company accounts comply
with applicable UK Accounting Standards, subject to any material departures
disclosed and explained in the accounts;
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the Group and the Company will continue in
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group and the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the accounts and the
Directors' remuneration report comply with the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the IAS Regulation. They
are also responsible for safeguarding the assets of the Group and the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
In accordance with the Disclosure and Transparency Rules of the UK Listing
Authority, each of the directors (who are listed in the Group directors'
report) confirms that to the best of his or her knowledge:
- the Group's financial statements have been prepared in accordance
with IFRS as adopted by the European Union and give a true and fair view of
the Group's assets, liabilities and financial position as at 31 July 2012 and
of its profit for the financial year then ended; and
- the Group directors' report includes a fair review of the development
and performance of the business and the position of the Group, together with a
description of the principal risks and uncertainties that the Group faces.
(This Statement was signed on behalf of the Board on 18 September 2012.)
This announcement contains certain statements that are forward-looking
statements. They include statements regarding the Company's intentions,
beliefs or current expectations and those of its officers, directors and
employees concerning, amongst other things, our results of operations,
financial condition, liquidity, prospects, growth, strategies and the business
we operate. By their nature, these statements involve uncertainty since
future events and circumstances can cause results and developments to differ
materially from those anticipated. The forward-looking statements reflect the
knowledge and information available at the date of this announcement and
unless otherwise required by applicable law the Company undertakes no
obligation to update or revise these forward-looking statements.
This information is provided by RNS
The company news service from the London Stock Exchange
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