Final Results

Rotork PLC 03 March 2008 3 March 2008 Rotork p.l.c. Preliminary Announcement Double digit growth in revenue and operating profit in each division 2007 2006 % change % change (constant currency) Revenue £235.7m £206.7m +14.0% +17.5% Operating profit £55.4m £45.1m +22.8% +29.1% Profit before tax £57.3m £46.1m +24.3% +30.5% Earnings per share 45.6 p 36.4 p +25.3% +31.5% Financial Highlights • Record performances in revenue and profits in all three divisions • Record order book up 29% at £98m • Recommended final dividend of 14.0p, up 20% • £10m additional interim dividend during 2008 Operational Review • Rotork Controls operating profit up 18% • Rotork Fluid Systems achieved 15% return on sales and 33% growth in operating profit • Strong growth achieved by Rotork Gears - operating profit up 57% • Margin improvement across all divisions • Chinese market still buoyant Chief Executive Bill Whiteley, commenting on the results said: 'In 2007, Rotork celebrated its 50th Anniversary in style with end user and geographic markets very active throughout the year. The rate of investment in infrastructure in energy and water projects continued to increase, which benefited all three of our operating divisions.' 'Projects across nearly all of our geographic and end user markets remain active. Order intake at the start of the year has been particularly buoyant, including a strong start from our North American and Chinese operations. In contrast with recent years, it would appear that our trading results are likely to be enhanced by a more favourable currency environment in 2008.' For further information, please contact: Rotork p.l.c. Tel: 01225 733200 Bill Whiteley, Chief Executive Bob Slater, Finance Director Financial Dynamics Tel: 020 7831 3113 Sophie Kernon / Jon Simmons Chairman's statement Financial highlights The past year has seen Rotork celebrate its 50th anniversary in a period when strong trading in each of our underlying markets has enabled us to achieve record results and a sound position from which to enter 2008. We have passed a number of milestones including record performances in terms of revenue and profits from each of the three operating divisions and finished the year with our highest ever reported order book, up 29% at £98m. Total sales revenue was £236m, up 14% on 2006, and profit before tax increased by 24% to £57.3m. The trading figures are after the negative impact of currency in a year where the weakening US dollar reduced the value of part of our earnings. However, in spite of this currency headwind, we were still able to improve operating profit margin from 21.8% to 23.5% due to operational gearing and the robustness of Rotork's business model. At constant currency, sales revenue and profit before tax increased by 18% and 31% respectively. Divisional highlights Rotork Controls The oil & gas, power and water markets, which the Controls Division serves, continued to be active in the year particularly in Asia and Europe. The new production facility in Shanghai had a successful first full year in operation and met all of its goals. This facility will be of increasing significance in supporting the important Chinese market in the future. The division increased revenue to £164m, up 11% on the prior year with operating profit at £44m, up 18%.We now believe that the mix of facilities that we have in the Controls Division across the world gives us the capacity to support our customer base in each of our markets for the foreseeable future. New marketing initiatives took place in the year and we opened our first direct presence in Brazil. Rotork Fluid Systems Rotork Fluid Systems continued its pattern of strong growth established over the last few years, and expanded its share of the available market as well as capitalising on the significant investment currently being seen worldwide in the markets for its products. Sales revenue grew 18% to £48m and operating margin achieved our 15% target. We are increasingly being seen as providing the actuator of choice by leading industry participants. This has been helped by our exacting approach to product quality, constant investment in facilities and products, and our drive to bring technology originally developed for our electric actuator products into our Fluid Systems product offering. Rotork Gears Rotork Gears produced strong results in the year, with sales revenue up 31% at £32m and operating profit up 57% to £7m. We are now the largest manufacturer of products of our type, and have production facilities in five countries in Europe, the US and Asia. We can effectively offer a local service to customers wherever they are based from our global facilities. We are continually improving products and services, and developing new products for use on standard and specialist applications. The net margins in this business have increased as we continue to improve efficiency and reduce costs. Cash Cash generation in the year has been strong due to the buoyant trading position and good control of working capital. In addition, except for a £2m additional contribution to the UK final salary pension scheme, there have been no unusual cash outflows in the year with the result that cash balances increased at the year end to over £38m. Subsequent to the year end, we announced two acquisitions. The acquisition of Remote Controls Sweden was completed on 30 January 2008 for a consideration of £13m. Much smaller, but strategically important, was the acquisition of the intellectual property and business of the Drallim SVM product on 13 February 2008, for £630,000. Both of these transactions were settled for cash. Dividend The Board is recommending an increase in the final dividend for 2007 and the payment of an additional interim dividend for 2008. The final dividend for 2007 of 14.0p per share (an increase of 20% year on year) will be paid on 9 May 2008 to shareholders on the register on 18 April 2008. A one off additional dividend of £10m (11.5p per share) will be paid on 18 July 2008 to shareholders on the register on 27 June 2008. Performance and risk In his Business Review, the Chief Executive discusses the application of the Group's approach to performance measurement through KPIs, our approach to the assessment and mitigation of risk, and how we ensure that we have correct health & safety procedures, and environmental policies. We take great care to deal with these matters responsibly, ensuring that controls and processes are embedded in working practices where possible and that reporting is prompt and transparent. Our increased disclosure this year underscores the importance which we attach to these matters. Board Changes John Matthews has been Senior Independent Director since joining the Board in 1998 and for much of this time has chaired both Audit and Remuneration committees. Having now completed nine years on the Board, John will retire at the forthcoming AGM. He leaves with our best wishes and appreciation for his much valued advice and support. I am pleased to welcome John Nicholas to the Board as a non-executive Director. John is currently Group Finance Director of Tate & Lyle plc prior to which he held the same position at Kidde plc. He will chair the Audit Committee and be a member of both the Nomination and Remuneration committees. Bill Whiteley Bill Whiteley, who will retire at this year's AGM, has been a director of Rotork p.l.c. for twenty-four years, the last twelve of which he has served as Chief Executive. During his tenure as Chief Executive, Bill has led the Group to outstanding success and, consequently, its world leadership position in its specialised sector and its position as a highly rated constituent of the FTSE 250. He leaves a strong and experienced executive team who under the leadership of his successor, Peter France, are well placed to deliver further growth. On behalf of the Board I extend to Bill our appreciation and gratitude for his enormous contribution and wish him well for the future. Outlook Projects across nearly all of our geographic and end user markets remain active. Order intake at the start of the year has been particularly buoyant including a strong start from our North American and Chinese operations. In contrast with recent years it would appear that our trading results are likely to be enhanced by a more favourable currency environment in 2008. Roger Lockwood Chairman 29 February 2008 Business review Business Overview For over 10 years Rotork has been the world leader in actuation solutions for the oil & gas, power and water & waste water treatment sectors of the capital goods market. Our products are also used in a wide range of applications in a variety of industries, including shipboard control systems, ventilation and air handling control. Rotork is a genuinely global business, with both marketing and production operations across the world. We are known for our ability to support customers in the field at very short notice from our own resources. Rotork has a reputation for innovative solutions to complex problems and our product development history has shown a pattern of improving the efficiency, quality and cost effectiveness of the product through the application of technology. This, and a constant drive to improve customer support, has lead to us being the number one heavy duty actuator group in the world. We are structured around three divisions: • Rotork Controls, the original and largest division supplying high quality, state of the art electric actuator products for controlling industrial valves; • Rotork Fluid Systems, which supplies heavy duty pneumatic and hydraulic valve actuators for operation in plant control, emergency shut down and other critical applications, primarily for the oil & gas sector; • Rotork Gears, a world leader in the supply of gearboxes, adaptors and ancillaries for the valve industry. Rotork supports customers across the world mainly through directly owned operations. We have 14 production plants internationally and multiple direct sales and support operations in 22 countries. This, together with an extensive network of indirect sales offices, gives total coverage of our customers and markets globally. We have around 12,000 active customers. The key drivers for the Group's businesses relate to investment in oil & gas, power generation and water & waste water installations around the world with demand being generated by new and expanded capacity, upgrades to existing facilities and replacements. This is often linked to projects which are aimed at improving the efficiency, safety and environmental performance of plants. Valve actuators are critical components and their long-term reliability and performance is extremely important to users. They also act as a key interface between plant control systems and related hardware. Rotork's reputation for quality, worldwide support and technical innovation is crucial to its leadership position in the field. The broad geographic spread of our operations and applications means that we have a large number of repeat customers around the world and no one customer accounts for more than 5% of our revenue in any year. Business Strategy The objective of Rotork p.l.c. is to increase shareholder value by developing its leadership position in worldwide valve actuator activities. The Group's businesses are focused on the specialist area of valve automation. The origins of the Company go back to the 1950s and over its 50 years in this business Rotork has continued to build on its reputation as an innovator of new concepts in this field and has provided users with increasing levels of functionality, performance and assurance. Our strategy of providing modern innovative products that leverage technology, while remaining focussed on the technical applications that our customers need, has enabled us to provide quality solutions to the industries that we serve. We have been able to do this partly as a result of our methodology of selling directly to our end user customers and their technical advisers. This ensures that, where possible, plant specifications have the correct products for the application and support the customer's need for plant efficiency and control. The Group's recent strategy has focused on opportunities to leverage our leadership position in heavy duty electric actuation into other closely associated areas of valve automation. Key programmes relate to the development of products and control systems, marketing initiatives, creating service revenue opportunities and driving cost reductions relating to these businesses. The most important current product initiative relates to the development of our range of actuators aimed at the process control market. Year Under Review In 2007, Rotork celebrated its 50th Anniversary in style with end user and geographic markets very active throughout the year. The rate of investment in infrastructure in energy and water projects continued to increase which benefited all three of our operating divisions. Overall order intake was up 12.6% and revenue up 14.0%. The order book increased to £97.6m which is 28.5% up on the start of 2007. Profit before tax was up 24.3%. Return on sales, a key performance indicator of the business, increased to 24.3% from 22.3% last year. Rotork Controls Revenue from our electric actuator division, Rotork Controls, increased by 11.1% to £164.2m while operating profit rose by 17.6% to £43.5m. At constant currencies these increases would have been 15.4% and 23.7% respectively. As a percentage of unit actuator order input, the principal markets for electric actuators were: oil & gas 39% (2006: 40%); water 22% (19%); power 31% (32%) and miscellaneous 8% (9%). As can be seen the end user markets were similar to the prior year but with an above average increase in the number of actuators going into the water market. This was driven by growth in the markets worldwide and improved penetration in some key markets. UK Operations We continued to see good levels of business emanate from the UK, with the water market benefiting from AMP4 investment requirements laid down by the regulator and the power market from the large Combustion Plant Directive. There was a strong sales and profit performance from the main electric actuator assembly plant in Bath, which was assisted by continuing sourcing initiatives limiting the cost of component increases. We are looking for additional initiatives in 2008 to continue to mitigate cost pressures. Europe The European sales and support companies all increased profits from the prior year, with particularly strong performances in Italy and Germany. Europe accounted for 16% of the total input units against 13% in 2006. Work on existing oil & gas installations was active throughout the region; in particular we benefited from increased investment in oil and product storage facilities. Our business in the water market in continental Europe also continued to grow, with our French subsidiary making encouraging progress. Elsewhere our relatively new Russian sales company continued to develop its business while the Dutch company doubled the size of its facility to enable it to expand its factory fit and site service capabilities. The European businesses also benefited from increased business from valvemakers in their territories. The Italian valvemakers, in particular, had extensive order books built on the high level of worldwide energy projects, particularly those being built in the Middle East. The Americas Rotork Controls Inc had a number of challenges entering 2007, which included a high hurdle set by its prior year profit performance, a softening US$ and an economy which was displaying weaknesses in some areas. Against this background, the company performed well and continued to benefit from investment in water & waste water treatment facilities. It also benefited from the US valve industry's competitiveness on international projects. US Process Controls saw a good recovery of its business, mainly based on improved sales to the power companies. The Canadian company had a disappointing year, due to slower than expected project activity, especially in the West. The Venezuelan subsidiary continued to face difficult challenges in what is potentially a promising market for our products. For the Americas, order input in units increased in total but reduced to 16% from 17% of the Group. Asia Pacific and the Rest of the World Asia continued to be a major engine for growth for the business. Asia Pacific accounted for 50% of the input of electric actuators up from 49% last year. China continued to be the most important contributor with increased levels of business. The Indian market maintained the high levels of business seen in 2006, driven by investment in power generation and large refinery projects. Our electric actuator manufacturing plants in Kuala Lumpur, Shanghai, Chennai and Bangalore all performed well and achieved increases in profits. Elsewhere, the Singaporean, Malaysian and Thai sales companies all saw increased levels of business as did those in Japan and Korea. The latter did well to overcome some local difficulties and ended the year with a stronger operation. The Australian operation continued to perform well while the turnaround in the fortunes of our South African company, which made a loss in the prior year, was also most encouraging. Rotork Fluid Systems Rotork Fluid Systems, which designs, assembles and markets pneumatic and hydraulic valve actuators continued to achieve exceptional growth. The main markets served by our products are oil & gas related and unlike electric actuators the majority are used on upstream applications, transmission and LNG plants and terminals. These markets continue to benefit from high levels of investment. A notable success was winning substantial orders on the very large Shell GTL (Gas to Liquids) Pearl project in Qatar. The principal assembly plant is based in Lucca, Italy, with products also assembled in Rochester, N.Y. and Melle in Germany. The division had two long-term key performance goals. Firstly to achieve 20% of Group revenue and secondly a 15% return on sales. It just achieved both of these objectives this year, having narrowly missed the revenue target in 2006 (19%) and increased return on sales from 13.3% to 15.0% in 2007. This is despite its main cost base being in euros and the euro/dollar rate having averaged $1.38 against a prior year of $1.26. Order input was 34.6% up on the prior year, while revenue increased by 18.3% to £47.9m and operating profit was up 33.3% to £7.2m. The Italian operation performed very well and we increased our investment in the facility, improving the office area and installing an upgraded ERP system both there and in the plant in Melle. The product range was extended and improved, while further progress was made in gaining additional customer and market approvals. The division had increasing success on projects requiring engineered solutions particularly in the electro-hydraulic (EH), gas over oil, linear and subsea product areas. A notable success was the large EH order for the Aramco Khurais project in Saudi Arabia. The US operation also benefited from the upsurge in engineered solutions business. The division's global capabilities continued to be enhanced, mainly through the development of the Group's worldwide sales companies and offices. Among these, the UK based operation in Leeds and the Spanish office had excellent results. The acquisition of Remote Controls Sweden was completed on 30 January 2008 for a consideration of £13m. This company, which is based in Falun, Sweden, was established in 1961 and has a worldwide reputation for supplying high quality lower torque actuators to a wide array of markets. These products complement the mainly heavy duty products of the existing RFS ranges and will be sold through Rotork's worldwide network of sales offices. The acquisition of the Drallim SVM partial stroke and valve monitoring patented product for £630k on 13 February 2008 provides the division with a platform to further develop products for safety critical applications. Rotork has sold the SVM product for some years and sees the demand for this type of diagnostic system increasing due to its ability to improve plant safety and productivity while also reducing plant capital costs. Rotork Gears Rotork Gears manufactures gearboxes, adaptors and other ancillary devices for industrial valvemakers worldwide. Through these valvemakers it serves a wide variety of end user industries. Rotork Gears achieved growth well above our plans and benefited from an active worldwide valve market, especially in Europe and America, and investment in its worldwide operations and supply chain. Revenue was up 31.3% to £31.9m and operating profit was up 56.5% to £7.3m. The star performers were the two main plants in Leeds and Losser in The Netherlands. Both achieved significant growth in revenue and profits. Much work and investment was centred on the new Chinese facility which met an ambitious production target and achieved a number of important milestones, including the assembly of the updated 232 aluminium range of units and further progress was made in opening up the Asian market. The engineering team was re-organised to create a dedicated R&D resource and progress was made with a number of important product initiatives. New or improved product ranges will be launched in 2008. One of the key objectives for the coming year will be to develop the existing operations, those already mentioned plus the operation in Italy; firstly to ensure that the business continues to increase capacity to improve service levels to our customers; secondly to make sure that opportunities to rationalise production and reduce costs are delivered. Key Performance Indicators ('KPIs') Rotork has a culture of customer service and support and this ethos is reflected in the way that the business is controlled on a day to day basis. We manage the operations through targets primarily related to trading activities and have well established systems and procedures to support this. KPIs have long been used to aid management in monitoring progress in achieving its objectives. Most targets are financial KPIs but more recently we have developed a similar approach to non financial issues connected with areas such as environmental matters and health & safety. Rotork's philosophy of product assembly only, using sub contractors to manufacture components, gives significant flexibility in the production model and KPIs assist in monitoring the efficiency of this model. Management's focus is on what we regard as the high added value activities of design, marketing and management control. This means that our approach to measuring performance is oriented towards success in penetrating the markets in which we operate, the development and profitability of our products, a desire for a high return on capital, and strong cash generation. We have produced consistent improvement in performance in these measures through the year under review. The Group use a range of indicators to assess performance at individual company, divisional and Group level. The following are the main key performance indicators at Group level showing four years performance and explanation where appropriate of issues underlying some of the measures. Financial KPIs Growth of the business, market penetration and quality of earnings are crucial target areas for Rotork and we have a number of measures of performance used throughout the Rotork organisation. Revenue growth is a simple but effective measure of our performance against our objectives in this area and, supported by the relationship of our net profit to sales and the growth in earnings per share, provides a small but powerful range of ratios that enable management to quickly view the performance of the business and drill down to divisional level and below to view returns. With an asset light business model, we have a target of growth in return on capital which provides an effective view of balance sheet performance and each of the divisional businesses review this. Conversion of profit into cash has a high priority within the Group and is embedded within reward schemes at divisional management as well as Group level. Sales revenue growth This is reported in detail for all operating businesses and is a key driver in the business. These measures enable us to track our success in specific project activity and our progress in increasing our market share by products and region. This also is an important driver in our product development programme. 2007: 14.0%, 2006: 18.2%, 2005: 19.0%, 2004: 8.0%. Return on sales This is calculated as profit before tax (after financing and interest) shown as a percentage of sales revenue. This measure brings together the combined effects of procurement costs and pricing as well as the leverage of our operating assets. Our overall aim is for continuous improvement over time, notwithstanding the impact of currency. 2007: 24.3%, 2006: 22.3%, 2005: 21.0%, 2004: 21.4%. Cash generation The conversion of profit into cash is an important measure for Rotork. This is calculated as the ratio of operating cash flow to operating profit. Operating cash flow is defined as the movement in cash and cash equivalents, adjusted to add back cash flows from financing activities, the acquisition of subsidiaries, income taxes paid, exceptional cash outflows and less interest received. It is used internally as a measure of performance where a target of 85% is regarded as a base level of achievement. This also forms one of the constituent parts of the reward system where management is incentivised to achieve a performance beyond this level. 2007: 99%, 2006: 102%, 2005: 101%, 2004: 86%. Return on capital employed Rotork has an asset light business model by design, and reporting this ratio internally helps management at Group level to monitor our adherence to this philosophy. The calculation shows profit before tax as a percentage of capital employed. Capital employed is defined as shareholders' funds less net cash held, and the pension deficit net of related deferred tax is added back. 2007: 79%, 2006: 69%, 2005: 54%. 2004: 53%. EPS growth The measurement of earnings per share reflects all aspects of the income statement including management of the Group's tax rate. We aim to increase EPS each year. 2007: 25.3%, 2006: 27.3%, 2005: 16.7%, 2004: 5.2%. Non-financial KPIs We monitor non-financial areas in our businesses particularly in the environmental, health & safety and quality control areas and put strong emphasis within our organisation on improving our performance here. Waste recycling This KPI measures the proportion of total waste produced which is recycled. We have an active programme aimed at reducing our environmental footprint throughout the organisation. We collect this information through regular submissions through our extranet site. 2007: 57%, 2006: 46%, 2005: 38%. Dividends Rotork is a cash generative business and has a policy of returning funds to shareholders where they are not required for reinvestment in the business in the foreseeable future. The Board's policy is one of increasing dividends generally in line with earnings. In recent years where there has been excess cash in the business this has been distributed back to shareholders in the form of additional dividends. In the year under review cash generation has been good and the Board is recommending to shareholders that the final dividend for 2007 be 14.0p per share which is an increase of 20% over the prior year. In addition, the Board is intending to pay an additional interim dividend for 2008 of 11.5p per share, representing the distribution of £10m of excess cash. This will be paid to shareholders on 18 July 2008, to shareholders on the register on 27 June 2008. Treasury The Group's treasury function in Bath manages financial risk relating to foreign currency exposure, debtor risk and cash movements within the Group. Rotork is affected by movements in world currencies and aims to mitigate the effect of this through the diversity of location of production units as well as taking action through derivative instruments. The main currency exposure results from trading transactions between our production plants and trading companies and customers around the world. This exposure is covered by simple forward cover derivative instruments aimed at protecting known income streams: no speculative or non trading hedging takes place within the Group. The impact of currency on the results of the Group can best be seen by converting the 2007 results to the effective exchange rates for 2006, so comparing results at constant currency. This would have produced the following: 2007 2006 £m £m Operating profit as reported 55.4 45.1 Translation impact 0.5 - Transaction impact 2.3 - Operating profit at 2006 rates 58.2 45.1 Overall we believe that profit for the year would have been approximately £2.8m higher if the 2006 exchange rates had prevailed. The increase in operating profit, reported as 22.8%, would have shown an increase of 29.0% at constant currency. Weighted average rates for translation of our two main trading currencies for the last few years have been: US dollar Euro • 2002 1.52 1.58 • 2003 1.66 1.44 • 2004 1.83 1.46 • 2005 1.80 1.46 • 2006 1.84 1.47 • 2007 2.01 1.45 Receivables management is done at each operating business unit but controlled centrally in Bath. There is commonality in our customer base across many of the geographic units and debts outside the UK are insured centrally on a limit per customer basis, and this operates across the operating divisions. Overall we believe a level of 65 days sales outstanding for receivables is appropriate for our mix of business. At the year end this figure was 60 days, an improvement of 2 days compared with 2006. Pension schemes Over the last few years there has been a lot of focus on pension schemes, particularly company liabilities relating to under funded legacy defined benefit schemes. Rotork's UK final salary scheme was closed to new entrants in 2002, when a defined contribution scheme was opened for employees joining from the beginning of 2003. The Group has made additional contributions into the UK final salary scheme between 2004 and 2007 and the scheme had its latest actuarial valuation review during 2007. The results of this showed it was 98% funded on an actuarial basis, which is precisely the position that the additional contributions were aiming to achieve, and it is now felt that the scheme is back in equilibrium. The main issue for schemes of this type in recent years has been the effect of longer life expectancy, the fact that pensions in payment will have to be paid for longer as people expect to live longer. This issue could continue to affect schemes as mortality assumptions evolve further over the next few years. However, management and the pension scheme trustees, with the advice of the scheme actuary, consider that the potential for adverse mortality assumptions to impact the scheme further is controllable within the current range of contributions. The impact of improved mortality is not presently anticipated to have an impact on cash contributions beyond normally expected funding levels. In terms of the charge to the income statement under IFRS these assumptions will have an impact as a result of the last actuarial valuation by increasing the charge against profit. The charge against profit before tax will increase to around £1.6m in 2008, compared with the charge of £0.7m in 2007 Rotork Community Rotork celebrated its 50th year of incorporation with a number of marvellous events which were attended by both past and present employees as well as others who have had much to do with the Group's success. We also celebrated this milestone with a publication which drew very positive comments from a wide group of stakeholders. The events demonstrated the commitment and affection that everyone has for the organisation which makes it such a formidable presence in its field. I have enormously enjoyed every aspect of my involvement with Rotork over the past thirty-four years and feel very privileged to have led it over the past twelve. Rotork has always had a unique spirit which I feel confident under the talented leadership of Peter France will propel it to even greater success. I would like to thank all of our employees around the world for their dedication, skill, good humour and friendship and it is them that I will miss most when I retire on May 2nd. Rotork Site Services Rotork has been a leading actuator manufacturer for over 50 years and its valve actuators and gearboxes are designed to provide a significant service life, often in arduous conditions. Long-term cost of ownership is an important factor to our customers along with reliability, and these issues drive the choice of Rotork over any alternative. With Rotork providing the after sales support, customers know that the equipment will be maintained to its original specification and operational efficiency, which is particularly beneficial where the product is certified. Rotork Site Services (RSS), the new projects, service and retrofit arm of the Group which supports all three divisions, is active in 47 service centres in over 20 countries around the world, with agents providing support services in another 55 countries. This brings the total number of expert technicians supporting Rotork customers to well over 1,000. RSS provides support at plant level on all applications where our products are used. Embedded within the site structure, and often within the customer's operating team, our engineers can provide total support to ensure that the plant operator gets maximum advantage from its investment. In addition, we are able to aid the customer when investment programmes are being considered by providing technical input to the expansion and upgrading of equipment and to ensure that the correct equipment is considered and commissioned appropriately. Within RSS, our aim is to make the application and utilisation of our products and services easy whether it is by: • Delivering small turnkey projects to actuate existing manual valves for customers. • Refurbishing aging actuators (typically 25+ years old) to give them another lifetime of utility. • Project managing the upgrading of sites entire actuation assets and associated equipment. • Connecting actuators to valves for new build projects for valve makers and end customers to facilitate easier installation on site. • Delivering preventative maintenance programmes. • Availability of our engineers on a call out basis to support the customer's own maintenance programme Through delivering added value services across the world we continue to differentiate our business, strengthen relationships with our customers and contribute to the growth in the Group's revenue and profits. One significant area of growth in 2007 has been the uptake of multi-year preventative maintenance contracts - particularly by the petrochemical sector where uptime is of critical importance. We now have over 100 maintenance contracts covering over 50,000 actuators worldwide. Through combining technology built into our actuators, expert service engineers and data evaluation processes, we are able to identify deterioration within a valve early. This enables unnecessary outages to be minimised whilst focusing maintenance expenditure where it is needed. 2008 will see RSS grow further in terms of the service centres we operate from, the scope of the services we provide and the value we bring our customers. Research & Development With a significant proportion of our income derived from products introduced within the last five years, investment in our product portfolio is an important part of Rotork's success. In addition to continuous improvement of our main electric and fluid power actuator ranges we have continued to invest in our proprietary Pakscan networking system with further development of the master station to extend its functionality and enable it to be installed outside the protected environment of the control room. Development of a mesh based wireless system has now reached a stage where the initial technical hurdles have been overcome and field trials are anticipated during 2008. This is an important development, which will enable our customers to extend their plant visibility and control systems at very reasonable cost and with minimal disruption. The continued development of and improvement to plant control and monitoring systems is an important part of the drive towards more energy efficient intelligent plant processes and Rotork has established a market leadership role in valve actuator control systems. The release of an optional module that enables the IQ series of products to be used within safety instrumented systems signalled the successful conclusion of this development. Initial market response indicates that the addition has been well received and will assist users in complying with regulatory requirements. Other IQ related research has focused on the use of alternate materials as a means of reducing costs. Work continues on the development of a variant of the IQT product for naval applications with first shipments expected during the last quarter of 2008. Following the extensive feasibility exercise reported last year, work commenced at the beginning of 2007 on the detailed design of a family of actuators for the process control market. This is an important area of development for Rotork. It is expected that initial sizes of this product will commence production in the second half of 2008. A marketing structure has been defined and is being built up. Test products have been giving excellent performances at a number of Beta sites and the launch of this new product line for Rotork is eagerly awaited. The Fluid System division has continued to work closely with its key customers resulting in the approval of fast acting spring return actuators suitable for use within high integrity pressure protection systems ('HIPPS'). Such actuators are an essential component of the safety instrumented systems required to mitigate over pressure events. The HIPPS approach can provide environmental benefits in the form of reduced venting to atmosphere and in some cases may eliminate the need for flaring. Other developments have included increasing the torque capability of the pipeline solutions to enable their use in severe service mining applications, where the latest autoclave valves require in excess of 5 million Nm. Development work has also been undertaken in a combined effort between the Fluid System and Gears divisions to provide a sea bed solution for the hydraulic automation of subsea valves with independent manual override. Within the Gears division a project commenced to develop a new range of manual quarter-turn gearboxes for valve operation. The aim is to increase flexibility as well as performance, making the product suitable for stocking and modification at customisation centres around the world. This project is expected to continue throughout 2008 with design and testing of a number of prototype units already well underway. Statement of principal risks and uncertainties The Group has an established risk management process which works within the corporate governance framework set out in our corporate governance statement. The major risks affecting the Group are identified by senior management in association with the Board and with the support of the external auditor. This involves regular risk assessment and a process for ensuring that the Group's approach to dealing with individual risks is robust and timely. These risks are categorised by likely impact on the business and the likelihood of the event occurring. They can be seen to fall into three main risk areas: • Risks affecting the strategic aims of the business, or those issues that affect the strategic objectives faced by the Group • Financial risks - issues that could affect the finances of the business both externally and from a perspective of internal controls • Operational risks - matters arising out of the operational activities of the Group relating to areas such as procurement, product development and interaction with commercial partners. Principal strategic risks As an international business, Rotork operates in all markets across the world mainly through a direct presence but in the smaller territories through agents. Implicit in this is the benevolent trading environment that comes with stable regimes across the globe, and disruptions to this stability regionally could affect our ability to trade effectively. It is not possible to fully mitigate this as a risk but our truly global spread of business and visibility of potential risk areas enables us to contain our exposure. Product and control systems development which threatens our market leadership position is a significant risk. This is an important factor driving us to maintain technological leadership with our actuator and systems. We aim to give customers increasingly greater control over their applications and value for money as we enhance diagnostics, functionality and control. We also recognise the need for global manufacturing by sourcing components across the world and have created production facilities in lower cost areas which are often closer to end user markets. Our successful expansion into Asia has been as a result of recognising this. Our business model is less vertically integrated than our competitors and we are able to take strategic sourcing and build decisions quickly. Principal financial risks Foreign currency management is an important area for Rotork and the potential for significant movements in world markets for the currencies in which we operate present significant risks for us. There are a number of ways in which we can approach these risks. Short-term movements are addressed using forward exchange contracts to ensure that when we have contractual liabilities we can effectively mitigate and fix the exposure. This does not of itself avoid the impact of long-term trends, which are ultimately best handled through a spread of vendor programmes across the geographical areas over which we operate. This, plus the development of local production facilities provides natural hedging where it is needed. Internal control within the businesses is supported by a strong ethos of financial internal audit which Rotork has developed over a number of years utilising the skills of accountants from across the businesses. This methodology ensures that we have auditors who are aware of the business issues and risks involved in them. Independence is maintained by ensuring that any auditor with divisional responsibility only audits companies outside their own division. Further financial risk areas have been identified in cash control and credit management. Both functions are centrally controlled within the Group and are monitored through the audit process for compliance, and are reported on to the Audit Committee. While these are the principal risks, the risk assessment process goes far beyond this to identify medium grade and relatively minor risks and provide a process for their regular review aiming to give action plans to create wherever possible, an embedded approach to the containment and management of risks in the businesses. Principal operational risks Having the right people in the right place, at the right time is key for a business like Rotork. We devote a lot of effort to developing our employees and giving opportunities for those who want to, to develop their skills and experience across our operational landscape. This approach to succession planning has enabled us to identify candidates for promotion within the businesses, ensure that the necessary training and career development programmes are open to them and to secure a good flow of potential future management as the Group develops. In our risk assessment and review programme the issue of quality is a constant theme. Quality in design, quality in component supply, and quality in production are all under continual review. The need to maintain our deserved reputation for the highest quality standards and customer facing approach to our markets is fundamental to Rotork. Quality is a core part of the Rotork culture, and quality management programmes are embedded within all of our operating procedures. We have an active quality management function which includes regular supplier visits and audits. This process is connected to our product development programme for existing and proposed products ensuring that all areas of operational experience are fed back into the design process. As the manufacture of our components is outsourced, the relationship and support from vendors is crucial to our business. Design of components is done recognising the manufacturing issues involved and our vendor involvement in the design and quality processes is an important part of how the product comes into production and maintains its integrity. There are a number of inherent risks in not managing these processes properly and significant effort is expended in the Group in ensuring that this is done well. The current dual sourcing programme for key components is an example of how we have responded to these matters and we have introduced this seamlessly and with the support of our suppliers. Quality & Environmental Quality Rotork's active quality management programme is centred on process control. Throughout each product's life cycle, from initial concept to volume production, every business and production process is subject to robust scrutiny. The three key processes are product development, component procurement and final assembly. As customer sites become more sophisticated, their plant automation requirements change. Rotork's Research & Development teams seek innovative means of offering customers the enhancements they demand. Representatives from all departments examine new designs at every stage and from every perspective; compliance with customer requirements, ease of assembly and cost optimisation. Control of the component procurement process is crucial. Rotork purchases complex components to exacting quality standards, through global supply chains. The purchasing and Supplier Quality Assurance ('SQA') functions are increasingly international in makeup, sourcing products in the country most appropriate for each particular commodity. A mutually supportive worldwide supply network is being established, with local purchasing and SQA teams representing the whole Group for component supply. SQA teams work closely with suppliers from product inception onwards, to ensure suppliers' processes are properly controlled, resulting in consistent and compliant parts. The assembly process is the culmination of all the development and supplier controls. Operator training programmes, 'mistake-proof' assembly methods, clear instructions and world class performance monitoring tools combine to control the build process. These controls are well established at the main manufacturing sites and are now being rolled out to newer divisions and more recent acquisitions. Environment The principal manufacturing site in Bath maintains an Environment Management System ('EMS'), which is independently verified as compliant with the requirements of ISO14001: 2004. The EMS was developed to identify, manage and reduce the significant environmental aspects and ensure compliance with environmental legislation. The Bath site is now assisting subsidiaries in raising awareness of environmental issues and implementation of essential controls. During 2007, Rotork Gears in Leeds implemented an EMS in accordance with the requirements of ISO14001. Due to the nature of the Rotork business, one of the most significant aspects is packaging waste. To address the impact and to minimise waste to landfill, Rotork made recycling a reportable KPI in 2006. The last year has shown continual improvement: Group recycling totals increased to 57% in 2007 from 46% in 2006 and 38% in 2005. Rotork sites that generate high levels of waste are being targeted for improvement. In the second half of 2007, Rotork Gears installed recycling systems for cardboard, wood and plastic and expect to recycle 75% of total waste generated in 2008. Work is also in progress to reduce the waste generated at the factory in Rochester USA, in conjunction with initiatives to increase re-use and recycling. These two sites each generate over 200 tonnes of packaging waste per annum. Rotork remains committed to meeting the requirements for continued inclusion in the FTSE4Good Index. Rotork is very conscious of the need for improved environmental awareness and the need to minimise the Group's environmental impacts. In 2006, Rotork reported environmental KPI data for 29 subsidiaries. The 2007 environmental report will include KPI data from 33 subsidiaries. Environmental reports can be found on the Rotork web site www.rotork.com Bill Whiteley Chief Executive 29 February 2008 Growth opportunities Rotork is a collection of strong businesses organised within a divisional structure to provide the best line of support to our customers. We have pro-active management teams following common goals, allowing independent but co-ordinated product development programmes to give the best solutions to our customers' problems. We help guide customers through the technological advancements that we offer to improve their processes, enhance efficiency and reduce the environmental impact of their operations. Our products have differing technical issues to overcome in achieving the required functionality. However, through co-ordinating our collective offering to the industries that we serve, we are able to provide an homogenous integrated set of solutions that make Rotork the provider of choice for the world leaders in the oil & gas, power and water & waste water markets. We have begun the process of refining the divisional structure and are now refocusing our efforts to maximise penetration of our markets, and to develop offerings for newer markets and those where we are not traditionally strong. This involves re-examining parts of our product portfolio and how it integrates, where and how we produce our products and importantly how we offer ongoing support to customers after the initial sale is completed. Rotork has long-term relationships with its customer base and this is a key feature of our business model. It is the trust built up within these relationships that is fundamental to the successful development of new and existing products. We have for some time strengthened our offering to customers by enhancing the range with niche products through business acquisitions. These have then been brought into mainstream use through our product development and marketing programmes. This has been a successful strategy for Rotork and there are clear benefits in pursuing this where we are able to find quality businesses that fit Rotork's product philosophy and where we can bring added value. Our underlying markets, oil & gas, the power industry and water & waste water, are all looking positive at the moment and we have confidence in our prospects for growth in all of these areas during the coming year and beyond. Investment in infrastructure development across the world in pipelines, new refineries, liquefied natural gas and the constant need for improvements in energy supply, water availability and the need generally to move product through valves, will continue to demand high quality valve actuators. Our drive for improvements in technology in our approach to processes and systems, make us well placed to take advantage of these developments. Peter France 29 February 2008 Consolidated Income Statement for the year ended 31 December 2007 Notes 2007 2006 £'000 £'000 Revenue 2 235,688 206,709 Cost of sales (127,748) (115,603) ________ ________ Gross profit 107,940 91,106 Other income 227 98 Distribution costs (2,954) (2,287) Administrative expenses (49,811) (43,735) Other expenses (15) (93) ________ ________ Operating profit 2 55,387 45,089 Financial income 3 6,607 5,568 Financial expenses 3 (4,741) (4,596) ________ ________ Profit before tax 57,253 46,061 Income tax expense 4 (17,957) (14,728) ________ ________ Profit for the year 39,296 31,333 ======== ======== Pence Pence Basic earnings per share 6 45.6 36.4 Diluted earnings per share 6 45.2 36.1 Consolidated Balance Sheet at 31 December 2007 Notes 2007 2006 £'000 £'000 Assets Property, plant and equipment 17,549 16,616 Intangible assets 23,141 22,225 Deferred tax assets 6,614 5,739 Other receivables 850 735 ________ ________ Total non-current assets 48,154 45,315 Inventories 35,993 29,027 Trade receivables 44,262 37,385 Current tax 1,330 1,219 Other receivables 4,745 4,104 Cash and cash equivalents 38,253 28,460 ________ ________ Total current assets 124,583 100,195 ________ ________ Total assets 172,737 145,510 ======== ======== Equity Issued equity capital 4,323 4,314 Share premium 6,519 5,857 Reserves 2,180 (1,421) Retained earnings 89,430 80,386 ________ ________ Total equity 5 102,452 89,136 ======== ======== Liabilities Interest bearing loans and borrowings 209 180 Employee benefits 11,047 8,186 Deferred tax liabilities 906 1,225 Provisions 1,157 941 ________ ________ Total non-current liabilities 13,319 10,532 Bank overdraft - 62 Interest bearing loans and borrowings 118 526 Trade payables 21,567 16,835 Employee benefits 4,890 3,941 Current tax 8,791 6,236 Other payables 19,138 15,923 Provisions 2,462 2,319 ________ ________ Total current liabilities 56,966 45,842 Total liabilities 70,285 56,374 ________ ________ Total equity and liabilities 172,737 145,510 ======== ======== Consolidated Statement of Cash Flows for the year ended 31 December 2007 2007 2007 2006 2006 £'000 £'000 £'000 £'000 Cash flows from operating activities Profit for the year 39,296 31,333 Adjustments for: Amortisation of intangibles 74 98 Amortisation of development costs 309 259 Depreciation 2,630 2,554 Equity settled share based payment expense 680 496 Profit on sale of property, plant and equipment (159) (33) Financial income (6,607) (5,568) Financial expenses 4,741 4,596 Income tax expense 17,957 14,728 ________ ________ 58,921 48,463 Increase in inventories (5,580) (3,610) Increase in trade and other receivables (4,873) (3,786) Increase in trade and other payables 7,001 6,691 Difference between pension charge and cash contribution (2,938) (6,801) Increase in provisions 713 731 Increase in other employee benefits 2,875 776 ________ ________ 56,119 42,464 Income taxes paid (15,071) (11,247) ________ ________ Cash flows from operating activities 41,048 31,217 Investing activities Purchase of property, plant and equipment (2,762) (2,425) Development costs capitalised (687) (372) Sale of property, plant and equipment 228 116 Acquisition of subsidiary net of cash acquired (8) (1,589) Interest received 932 876 ________ ________ Cash flows from investing activities (2,297) (3,394) Financing activities Issue of ordinary share capital 671 252 Purchase of ordinary share capital (4,249) (2,047) Purchase of preference shares treated as debt - (4) Interest paid (112) (147) Repayment of amounts borrowed (456) (467) Repayment of finance lease liabilities (95) (212) Dividends paid on ordinary shares (24,732) (24,140) ________ ________ Cash flows from financing activities (28,973) (26,765) ________ ________ Net increase in cash and cash equivalents 9,778 1,058 Cash and cash equivalents at 1 January 28,398 27,180 Effect of exchange rate fluctuations on cash 77 160 held ________ ________ Cash and cash equivalents at 31 December 38,253 28,398 ======== ======== Consolidated Statement of Recognised Income and Expense for the year ended 31 December 2007 2007 2006 £'000 £'000 Foreign exchange translation differences 3,855 (3,748) Actuarial (loss) / gain in pension scheme (4,883) 6,743 Movement on deferred tax relating to actuarial loss / (gain) 1,241 (2,023) Effective portion of changes in fair value of cash flow hedges (254) (80) ______ ______ Income and expenses recognised directly in equity (41) 892 Profit for the year 39,296 31,333 ______ ______ Total recognised income for the year 39,255 32,225 ====== ====== Notes to the Financial Statements for the year ended 31 December 2007 Except where indicated, values in these notes are in £'000 Rotork p.l.c. is a Company domiciled in England. The consolidated financial statements of the Company for the year ended 31 December 2007 comprise the Company and its subsidiaries (together referred to as the Group). 1. Accounting policies Basis of preparation The consolidated financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ('Adopted IFRSs'). IFRS 8 - Operating Segments, IFRIC 9 - Reassessment of Embedded Derivatives, IFRIC 10 - Interim Reporting and Impairment, IFRIC 11 - IFRS2: Group and Treasury Share Transactions, IFRIC 12 - Service concession Arrangements, IFRIC 13 - Customer loyalty programmes and IFRIC 14 - Recognition of a Defined Benefit Pension Scheme Surplus, together with the amendments to IAS 23, IAS 27, IFRS 2 and IFRS 3 which are adopted by the European Union but not effective as at 31 December 2007 will be applied in 2008, 2009 or 2010 as applicable. They are not expected to have a material effect on the reported results or financial position of the Group. Basis of accounting The consolidated financial statements have been prepared under the historical cost convention subject to the items referred to in the derivative financial instruments accounting policy below. The accounting policies set out below have been consistently applied by the Group in preparing the 2006 and 2007 financial information within its consolidated financial statements except for the first time application of IFRS 7 - Financial Instruments: disclosures, the complementary amendment to IAS 1 - Presentation and Financial Statements and IFRIC 8 - Scope of IFRS2. They have not had a material effect on the reported results or financial position of the Group for 2007 or 2006. The accounting policies have been applied consistently in respect of Group entities. Consolidation The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries for the year to 31 December 2007. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date control ceases. Intragroup balances and any unrealised gains or losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Status of this preliminary announcement The financial information contained in this preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 December 2007 or 2006. Statutory accounts for 2006, which were prepared under International Financial Reporting Standards as adopted by the EU, have been delivered to the registrar of companies, and those for 2007 will be delivered in due course. The auditors have reported on these accounts, their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. Full financial statements for the year ended 31 December 2007, will shortly be posted to shareholders, and after adoption at the Annual General Meeting on 2 May 2008 will be delivered to the registrar. 2. Analysis of revenue, profit and net assets The primary format used for segmental reporting is by business segment as this reflects the internal management structure and reporting of the Group. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated expenses comprise corporate expenses and unallocated assets and liabilities comprise cash, borrowings, tax assets and liabilities respectively. Intra group trading is determined on an arm's length basis. Business segments The Group comprises the following business segments: Controls - the design, manufacture and sale of electric valve actuators Fluid Systems - the design, manufacture and sale of heavy duty pneumatic and hydraulic valve actuators Gears - the design, manufacture and sale of gearboxes, adaption and ancillaries for the valve industry Geographic segments Rotork has a worldwide presence in all three business segments through its subsidiary selling offices and through an agency network. A full list of locations can be found at www.rotork.com. Analysis by operation: Controls Fluid Systems Gears Eliminations Consolidated 2007 2007 2007 2007 2007 Revenue from external customers 164,226 47,919 23,543 - 235,688 Inter segment revenue - - 8,347 (8,347) - ________ ________ ________ ________ ________ Total revenue 164,226 47,919 31,890 (8,347) 235,688 ======== ======== ======== ======== ======== Segment result 43,536 7,164 7,259 - 57,959 ======== ======== ======== ======== Unallocated expenses (2,572) ________ Operating profit 55,387 Net financing income 1,866 Income tax expense (17,957) ________ Profit for the year 39,296 ======== Controls Fluid Systems Gears Eliminations Consolidated 2006 2006 2006 2006 2006 Revenue from external customers 147,795 40,504 18,410 - 206,709 Inter segment revenue - - 5,872 (5,872) - ________ ________ ________ ________ ________ Total revenue 147,795 40,504 24,282 (5,872) 206,709 ======== ======== ======== ======== ======== Segment result 37,024 5,374 4,638 - 47,036 ======== ======== ======== ======== Unallocated expenses (1,947) ________ Operating profit 45,089 Net financing income 972 Income tax expense (14,728) ________ Profit for the year 31,333 ======== Controls Fluid Systems Gears Unallocated Consolidated 2007 2007 2007 2007 2007 Segment assets 72,937 37,420 16,183 46,197 172,737 Segment liabilities 40,728 14,002 5,322 10,233 70,285 Depreciation 1,839 553 238 - 2,630 Amortisation 309 27 47 - 383 Non-cash items : Equity settled 378 45 25 232 680 share based payments Capital expenditure 2,052 689 253 - 2,994 Controls Fluid Systems Gears Unallocated Consolidated 2006 2006 2006 2006 2006 Segment assets 67,969 29,796 12,325 35,420 145,510 Segment liabilities 34,557 9,442 4,146 8,229 56,374 Depreciation 1,776 536 242 - 2,554 Amortisation 259 27 71 - 357 Non-cash items : Equity settled Share 366 58 16 56 496 based payments Capital expenditure 1,949 496 161 - 2,606 Analysis by Geographical segment: Europe Americas Rest of the Unallocated Consolidated World 2007 2007 2007 2007 2007 Revenue from external customers by 110,679 56,298 68,711 - 235,688 location of customer Segment assets by location of assets 86,538 22,307 17,695 46,197 172,737 Capital expenditure by location of 2,197 275 522 - 2,994 assets Europe Americas Rest of the Unallocated Consolidated World 2006 2006 2006 2006 2006 Revenue from external customers by 89,992 58,398 58,319 - 206,709 location of customer Segment assets by location of assets 72,810 21,849 15,431 35,420 145,510 Capital expenditure by location of 1,500 268 838 - 2,606 assets All of the activities of the Group in the year arise from continuing operations. 3. Net financing income Recognised in the income statement 2007 2006 Interest income 958 982 Expected return on assets in the pension schemes 5,574 4,518 Foreign exchange gains 75 68 ______ ______ 6,607 5,568 ====== ====== Interest expense 112 121 Interest charge on pension scheme liabilities 4,541 4,309 Foreign exchange losses 88 166 ______ ______ 4,741 4,596 ====== ====== Recognised in equity Effective portion of changes in fair value of cash flow hedges (544) (290) Fair value of cash flow hedges transferred to profit or loss 290 210 Foreign currency translation differences for foreign operations 3,855 (3,748) ______ ______ 3,601 (3,828) ====== ====== Recognised in: Hedging reserve (254) (80) Translation reserve 3,855 (3,748) ______ ______ 3,601 (3,828) ====== ====== 4. Income tax expense 2007 2007 2006 2006 Current tax: UK Corporation tax on profits for the year 12,670 10,486 Double tax relief (5,122) (6,023) Adjustment in respect of prior years (187) (182) ______ ______ 7,361 4,281 Overseas tax on profits for the year 10,487 8,787 Adjustment in respect of prior years (24) 41 ______ ______ 10,463 8,828 ______ ______ Total current tax 17,824 13,109 Deferred tax: Origination and reversal of other temporary differences 115 1,585 Adjustment in respect of prior years 18 34 ______ ______ Total deferred tax 133 1,619 ______ ______ Total tax charge for year 17,957 14,728 ====== ====== Effective tax rate (based on profit before tax) 31.4% 32.0% Profit before tax 57,253 46,061 Profit before tax multiplied by standard rate of 17,176 13,818 corporation tax in the UK of 30% Effects of: Non deductible expenses 349 267 Unrelieved losses - (45) Higher tax rates on overseas earnings 625 795 Adjustments to tax charge in respect of prior years (193) (107) ______ ______ Total tax charge for year 17,957 14,728 ====== ====== A tax credit of £577,000 (2006: £551,000) in respect of share based payments has been recognised directly in equity in the year. The Group continues to expect its effective rate of corporation tax to be slightly higher than the standard UK rate due to higher rates of tax in the US, Canada, France, Germany, Italy, Japan and India. There is an unrecognised deferred tax liability for temporary differences associated with investments in subsidiaries. Rotork p.l.c. controls the dividend policies of its subsidiaries and subsequently the timing of the reversal of the temporary differences. It is not practical to quantify the unprovided temporary differences as acknowledged within paragraph 40 of IAS 12. 5. Capital and reserves Issued Share Translation Capital Hedging Retained Total equity premium reserve redemption reserve earnings capital reserve Balance at 31 December 4,310 5,609 978 1,637 (210) 68,241 80,565 2005 Profit for the year - - - - - 31,333 31,333 Other items in the - - (3,748) - (80) 4,720 892 statement of recognised income and expense Equity settled - - - - - 915 915 transactions net of tax Share options exercised 4 248 - - - - 252 by employees Own ordinary shares - - - - - (2,047) (2,047) acquired Own ordinary shares - - - - - 1,368 1,368 awarded under share schemes Purchase of preference - - - 2 - (4) (2) shares Dividends - - - - - (24,140) (24,140) _____ _____ _____ _____ _____ _____ _____ Balance at 31 December 4,314 5,857 (2,770) 1,639 (290) 80,386 89,136 2006 Profit for the year - - - - - 39,296 39,296 Other items in the - - 3,855 - (254) (3,642) (41) statement of recognised income and expense Equity settled - - - - - 364 364 transactions net of tax Share options exercised 9 662 - - - - 671 by employees Own ordinary shares - - - - - (4,249) (4,249) acquired Own ordinary shares - - - - - 2,007 2,007 awarded under share schemes Dividends - - - - - (24,732) (24,732) _____ _____ _____ _____ _____ _____ _____ Balance at 31 December 4,323 6,519 1,085 1,639 (544) 89,430 102,452 2007 ===== ===== ===== ===== ===== ===== ===== Share capital and share premium 5p Ordinary 5p Ordinary £1 5p Ordinary 5p Ordinary £1 shares shares Non-redeemable shares shares Non-redeemable Authorised Issued and preference Authorised Issued and preference fully paid up shares fully paid up shares 2007 2007 2007 2006 2006 2006 At 1 January 5,449 4,314 45 5,449 4,310 47 Purchased for cash and - - - - - (2) cancelled Issued under employee - 9 - - 4 - share schemes _______ _______ _______ _______ _______ _____ At 31 December 5,449 4,323 45 5,449 4,314 45 ======= ======= ======= ======= ======= ===== Number of shares (000) 108,990 86,469 108,990 86,282 ======= ======= ======= ======= The ordinary shareholders are entitled to receive dividends as declared and are entitled to vote at meetings of the Company. The preference shareholders take priority over the ordinary shareholders when there is a distribution upon winding up the Company or on a reduction of equity involving a return of capital. The holders of preference shares are entitled to vote at a general meeting of the Company if a preference dividend is in arrears for six months or the business of the meeting includes the consideration of a resolution for winding up the Company or the alteration of the preference shareholders' rights Ordinary shares issued during the year were 142,173 (2006: 88,261) under the Share option scheme, at prices between 285p and 387p (2006: 278p and 298p) and 44,905 (2006: 1,465) under the Sharesave plan at 320p (2006: 320p). No new shares were issued under the Share Incentive Plan or under The Overseas Profit Linked Share Scheme during 2007 or 2006. No new options were issued under the Share option scheme during 2007 or 2006. On 1 December 2007 (2006: 6 October 2006) options over 42,405 (2006: 58,025) shares were granted under the Sharesave plan at 811p (2006: 592p). Of these options, 28,499 (2006: 21,402) were exercisable after 3 years and 13,906 (2006: 36,623) after 5 years. There were 46,557 (2006: 200,973) outstanding options under the Share option scheme at 31 December, exercisable at various prices between 278p and 387p per ordinary share between 2008 and 2014. There were 241,487 (2006: 250,452) outstanding options under the Sharesave plan at 31 December, exercisable at various prices between 320p and 811p per ordinary share between 2008 and 2012. Within the retained earnings reserve are own shares held. The investment in own shares represents 445,396 (2006: 283,045) ordinary shares of the Company held in trust for the benefit of directors and employees for future payments under the Share Incentive Plan and Long-term incentive plan. The dividends on these shares have been waived. Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. Capital redemption reserve The capital redemption reserve arises when the Company redeems shares wholly out of distributable profits. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments that are determined to be an effective hedge. Dividends The following dividends were paid in the year per qualifying ordinary share: 2007 2006 11.65p final dividend (2006: 9.9p) 10,051 8,537 7.7p interim dividend (2006: 6.5p) 6,645 5,601 2007 additional interim dividend 9.3p 8,036 - 2006 first additional interim dividend 5.8p - 5,004 2006 second additional interim dividend 5.8p - 4,998 ______ ______ 24,732 24,140 ====== ====== After the balance sheet date the following dividends per qualifying ordinary share were proposed by the directors. The dividends have not been provided for and there are no corporation tax consequences. 2007 2006 Final proposed dividend per qualifying ordinary share 14.00p 12,116 ====== 11.65p 10,019 ====== Additional interim dividends per qualifying ordinary share proposed for 2008 11.5p 10,000 ====== 9.3p 8,000 ===== 6. Earnings per share Basic earnings per share Earnings per share is calculated for both the current and previous years using the profit attributable to the ordinary shareholders for the year. The earnings per share calculation is based on 86.1m shares (2006: 86.1m shares) being the weighted average number of ordinary shares in issue (net of own ordinary shares held) for the year. 2007 2006 Net profit attributable to ordinary shareholders 39,296 31,333 ====== ====== Weighted average number of ordinary shares Issued ordinary shares at 1 January 85,999 85,952 Effect of own shares held 54 91 Effect of shares issued under Share option schemes / Sharesave plans 93 58 ______ ______ Weighted average number of ordinary shares for the year ended 31 December 86,146 86,101 ====== ====== Diluted earnings per share Diluted earnings per share is based on the profit for the year attributable to the ordinary shareholders and 86.9mshares (2006: 86.9m shares). The number of shares is equal to the weighted average number of ordinary shares in issue (net of own ordinary shares held) adjusted to assume conversion of all dilutive potential ordinary shares. The Company has three categories of dilutive potential ordinary shares: those share options granted to employees under the Share option scheme and Sharesave plan where the exercise price is less than the average market price of the Company's ordinary shares during the year and contingently issuable shares awarded under the Long-term incentive plan. 2007 2006 Net profit attributable to ordinary shareholders 39,296 31,333 ====== ====== Weighted average number of ordinary shares (diluted) Weighted average number of ordinary shares for the year ended 31 December 86,146 86,101 Effect of share options in issue 30 102 Effect of Sharesave options in issue 113 111 Effect of LTIP shares in issue 604 552 ______ ______ Weighted average number of ordinary shares (diluted) for the year ended 31 86,893 86,866 December ====== ====== This information is provided by RNS The company news service from the London Stock Exchange

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Rotork (ROR)
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